S-4

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TABLE OF CONTENTS
INDEX TO FINANCIAL STATEMENTS

As filed with the Securities and Exchange Commission on August 29, 2011

Registration No. 333-              

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

NEW ENTERPRISE STONE & LIME CO., INC.
and the Guarantors listed on Schedule A hereto
(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	1400 (Primary Standard Industrial Classification Code Number)	23-1374051 (I.R.S. Employer Identification Number)
3912 Brumbaugh Road P.O. Box 77 New Enterprise, PA 16664 (814) 766-2211 (Address, including zip code, and telephone number, including area code, of registrants' principal executive offices)

Paul I. Detwiler, III
President, Chief Financial Officer and Secretary
New Enterprise Stone & Lime Co., Inc.

3912 Brumbaugh Road
P.O. Box 77
New Enterprise, PA 16664
(814) 766-2211
(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:
Cary S. Levinson, Esq.
Brian M. Katz, Esq.
Pepper Hamilton LLP
3000 Two Logan Square
Eighteenth and Arch Streets
Philadelphia, PA 19103-2799
(215) 981-4000

Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after this Registration Statement becomes effective.

          If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

          If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.:

Large Accelerated filer o Accelerated filer o Non-accelerated filer ý
(Do not check if a smaller reporting company) Smaller reporting company o

*If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

          Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)    o

          Exchange Act Rule 14d-1(d) (Cross Border Third-Party Tender Offer)    o

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per note	Proposed maximum aggregate offering price	Amount of registration fee
11% Senior Notes due 2018	$250,000,000	100.0%(1)	$250,000,000(2)	$29,025.00
Guarantees of 11% Senior Notes due 2018				(3)

(1)

The proposed maximum offering price per note is based on the book value of the notes as of August 29, 2011, in the absence of a public market for the notes, in accordance with Rule 457(f)(2) promulgated under the Securities Act of 1933, as amended (the "Securities Act").

(2)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 promulgated under the Securities Act.

(3)

Pursuant to Rule 457(n), no additional registration fee is payable with respect to the guarantees.

The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

SCHEDULE A

Exact name of registrant as specified in its charter	State or other jurisdiction of incorporation or organization	Primary standard industrial classification code number		IRS employer identification no.		Address, including zip code and telephone number, including area code, of registrant's principal executive office
ASTI Transportation Systems, Inc.	Delaware		7359		51-0349197	3912 Brumbaugh Road P.O. Box 77 New Enterprise, PA 16664 (814) 766-2211
EII Transport Inc.	Pennsylvania		7359		25-1810626	3912 Brumbaugh Road P.O. Box 77 New Enterprise, PA 16664 (814) 766-2211
Gateway Trade Center Inc.	New York		7359		16-1266682	3912 Brumbaugh Road P.O. Box 77 New Enterprise, PA 16664 (814) 766-2211
Precision Solar Controls Inc.	Texas		7359		75-2312461	3912 Brumbaugh Road P.O. Box 77 New Enterprise, PA 16664 (814) 766-2211
Protection Services Inc.	Pennsylvania		7359		23-2001976	3912 Brumbaugh Road P.O. Box 77 New Enterprise, PA 16664 (814) 766-2211
SCI Products Inc.	Pennsylvania		7359		20-0200094	3912 Brumbaugh Road P.O. Box 77 New Enterprise, PA 16664 (814) 766-2211
Work Area Protection Corp.	Illinois		7359		52-1488457	3912 Brumbaugh Road P.O. Box 77 New Enterprise, PA 16664 (814) 766-2211

The information in this prospectus is not complete and may be changed. We may not complete the exchange offer and issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell securities and it is not soliciting an offer to buy these securities in any state where the offer is not permitted.

Subject to completion, dated August 29, 2011

PROSPECTUS

New Enterprise Stone & Lime Co., Inc.

Offer to Exchange

$250,000,000 in aggregate principal amount of 11% Senior Notes due 2018 which have been registered under the Securities Act of 1933 for $250,000,000 in aggregate principal amount of outstanding 11% Senior Notes due 2018.

         We hereby offer, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal (which together constitute the "exchange offer"), to exchange up to $250,000,000 in aggregate principal amount of our registered 11% Senior Notes due 2018, which we refer to as the exchange notes, for a like principal amount of our outstanding 11% Senior Notes due 2018, which we refer to as the old notes. We refer to the old notes and the exchange notes collectively as the notes. The terms of the exchange notes are identical to the terms of the old notes in all material respects, except for the elimination of some transfer restrictions, registration rights and additional interest provisions relating to the old notes.

         The exchange notes will bear interest at a rate of 11% per annum. Interest on the exchange notes, like the old notes, will be payable in cash semiannually in arrears on March 1 and September 1, commencing on March 1, 2011. The exchange notes will mature on September 1, 2018. We may redeem some or all of the exchange notes in whole or in part, at any time on or after September 1, 2014 at the redemption prices set forth in this prospectus. We may also redeem some or all of the exchange notes at any time prior to September 1, 2014, at 100% of their principal amount, together with any accrued and unpaid interest, plus a "make whole" premium. In addition, at any time prior to September 1, 2013, we may, at our option, redeem up to 35% of the outstanding notes with the net cash proceeds from certain equity offerings. If we undergo a change of control or the sale of certain assets, we will be required to purchase the exchange notes from holders at a purchase price equal to 101.000% of the principal amount plus accrued interest.

         The exchange notes and guarantees thereof, like the old notes and guarantees thereof, will be our and the guarantors' senior obligations. The exchange notes will rank equally in right of payment with all of our existing and future unsubordinated debt, senior to all of our existing and future subordinated debt and effectively junior to the debt outstanding under our secured credit obligations, including our senior secured credit facilities, to the extent of the value of our assets securing such obligations. The guarantees will rank equally in right of payment with all of the guarantors' existing and future unsubordinated debt, senior to all of their existing and future subordinated debt and effectively junior to the secured obligations of the guarantors, to the extent of the value of the guarantors' assets securing such obligations. The exchange notes will be structurally subordinated to all existing and future liabilities of each of our subsidiaries that do not guarantee the exchange notes.

We will exchange any and all old notes that are validly tendered and not validly withdrawn prior to 5:00 p.m., New York City time, on            , 2011, unless extended.

         We have not applied, and do not intend to apply, for listing of the notes on any national securities exchange or automated quotation system.

         Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The letter of transmittal states that by so acknowledging and delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act of 1933, as amended (the "Securities Act"). This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for old notes where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days from which the registration statement is declared effective, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."

You should carefully consider the risk factors beginning on page 21 of this prospectus before participating in this exchange offer.

Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                                    , 2011

TABLE OF CONTENTS

	Page
WHERE YOU CAN FIND MORE INFORMATION	ii
INDUSTRY RANKING AND MARKET DATA	ii
FORWARD-LOOKING STATEMENTS	ii
PRESENTATION OF FINANCIAL INFORMATION AND OTHER DATA	iv
SUMMARY	1
RISK FACTORS	21
THE EXCHANGE OFFER	37
USE OF PROCEEDS	47
CAPITALIZATION	48
SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA	49
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	52
BUSINESS	77
MANAGEMENT	108
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	117
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	120
DESCRIPTION OF OTHER INDEBTEDNESS	123
DESCRIPTION OF THE NOTES	127
BOOK-ENTRY, DELIVERY AND FORM	172
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS	174
PLAN OF DISTRIBUTION	180
LEGAL MATTERS	181
EXPERTS	181
INDEX TO FINANCIAL STATEMENTS	F-1

        You should rely only on the information contained in this document. We have not authorized anyone to provide you with information that is different. This document may only be used where it is legal to sell these securities. The information in this document may only be accurate on the date of this document.

        The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our exchange notes. In this prospectus, unless otherwise indicated or the context otherwise requires, references in this prospectus to "NESL," "the Company," "we," "us" and "our" refer to New Enterprise Stone & Lime Co., Inc. and its subsidiaries.

        Until                                     , 2011 (90 days after the date of this prospectus), all dealers effecting transactions in the exchange notes, whether or not participating in the exchange offer, may be required to deliver a prospectus.

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WHERE YOU CAN FIND MORE INFORMATION

        We will be required to file annual and quarterly reports and other information with the SEC after the registration statement described below is declared effective by the SEC. You may read and copy any reports, statements and other information that we file with the SEC at the SEC's public reference room located at 100 F Street, N.E. Room 1580, Washington, D.C. 20549. You may request copies of the documents, upon payment of a duplicating fee, by writing the Public Reference Section of the SEC. Please call 1-800-SEC-0330 for further information on the public reference rooms. Our filings with the SEC are also available to the public from commercial document retrieval services and at the web site maintained by the SEC at http://www.sec.gov.

        We have filed a registration statement on Form S-4 to register with the SEC the exchange notes to be issued in exchange for the old notes and guarantees thereof. This prospectus is part of that registration statement. As allowed by the SEC's rules, this prospectus does not contain all of the information you can find in the registration statement or the exhibits to the registration statement. You should note that where we summarize in the prospectus the material terms of any contract, agreement or other document filed as an exhibit to the registration statement, the summary information provided in the prospectus is less complete than the actual contract, agreement or document. You should refer to the exhibits filed to the registration statement for copies of the actual contract, agreement or document.

        We have not authorized anyone to give you any information or to make any representations about us or the transactions we discuss in this prospectus other than those contained in this prospectus. If you are given any information or representations about these matters that is not discussed in this prospectus, you must not rely on that information. This prospectus is not an offer to sell or a solicitation of an offer to buy securities anywhere or to anyone where or to whom we are not permitted to offer or sell securities under applicable law.

INDUSTRY RANKING AND MARKET DATA

        Unless otherwise indicated, all information contained in this prospectus concerning the industry in general, including information regarding: (1) our market position and market share within our industry, (2) historical data concerning trends and sales in our industry, (3) expectations regarding trends and future growth of sales in our industry and (4) market statistics and public sector budget analysis, is based on management's estimates using internal data, data from industry related publications, consumer research and marketing studies and other externally obtained data that we believe to be reliable. However, certain industry and market data is subject to change and cannot always be verified with complete certainty due to, among other factors, limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey.

FORWARD-LOOKING STATEMENTS

        This prospectus includes "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect to our financial condition, results of operations and business and our expectations or beliefs concerning future events. Such statements include, in particular, statements about our plans, strategies and prospects under the headings "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business." You can identify certain forward-looking statements by our use of forward-looking terminology such as, but not limited to, "believes," "expects," "anticipates," "estimates," "intends," "plans," "targets," "likely," "will," "would," "could" and similar expressions that identify forward-looking statements. All forward-looking statements involve risks and uncertainties. Many risks and uncertainties are inherent in our industry and markets. Others are more specific to our operations. The occurrence of the events described and the achievement of the expected

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results depend on many events, some or all of which are not predictable or within our control. Actual results may differ materially from the forward-looking statements contained in this prospectus. Factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include:

•

risks associated with the cyclical nature of our business and dependence on activity within the construction industry;

•

declines in public sector construction and reductions in governmental funding which could adversely affect our operations and results;

•

our reliance on private investment in infrastructure and a slower than normal recovery will adversely affect our results;

•

a decline in the funding of PennDOT, the Pennsylvania Turnpike Commission, the New York State Thruway or other state agencies;

•

difficult and volatile conditions in the credit markets may adversely affect our financial position, results of operations and cash flows;

•

the potential to inaccurately estimate the overall risks, requirements or costs when we bid on or negotiate a contract that is ultimately awarded to us, which may result in a lower than anticipated profit or incur a loss on the contract;

•

the weather, which can materially affect our business and makes us subject to seasonality;

•

our operation in a highly competitive industry within our local markets;

•

our dependence upon securing and permitting aggregate reserves in strategically located areas;

•

risks related to our ability to acquire other businesses in our industry and successfully integrating them with our existing operations;

•

risks associated with our capital-intensive business;

•

risks related to our failure to meet schedule or performance requirements of our contracts;

•

changes to environmental, health and safety laws and which may have a material adverse effect on our business, financial condition and results of operations;

•

our dependence on our senior management, which may materially harm our business if we lose any member of our senior management;

•

the potential risks if we are unable to recruit additional management and other personnel and are not able to grow our business effectively or successfully implement our growth plans;

•

the potential for labor disputes to disrupt operations of our businesses;

•

special hazards related to our operations that may cause personal injury or property damage, which may subject us to liabilities and possible losses which may not be covered by insurance;

•

unexpected self-insurance claims and reserve estimates which could adversely affect our business;

•

material costs and losses as a result of claims that our products do not meet regulatory requirements or contractual specifications;

•

material weaknesses and significant deficiencies in our internal controls over financial reporting;

•

cancellation of significant contracts or our disqualification from bidding for new contracts;

•

general business and economic conditions, particularly an economic downturn; and

•

the other factors discussed in the section of this prospectus titled "Risk Factors."

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        We caution you that the foregoing list of important factors may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this prospectus may not in fact occur. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

PRESENTATION OF FINANCIAL INFORMATION AND OTHER DATA

        References throughout this prospectus to fiscal years 2011, 2010, 2009, 2008 and 2007 are to the twelve month period ended February 28, February 28, February 28, February 29 and February 28, respectively, of such years.

        Numerical figures included in this prospectus have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.

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SUMMARY

The following summary should be read in conjunction with, and is qualified in its entirety by, the more detailed information and financial statements and related notes included in this prospectus. You should carefully read this prospectus, including the section entitled "Risk Factors" and our audited and consolidated financial statements and related notes included elsewhere in this prospectus.

Unless otherwise indicated or the context otherwise requires, references in this prospectus to "NESL," "the Company," "we," "us" and "our" refer to New Enterprise Stone & Lime Co., Inc. and its subsidiaries. References throughout this prospectus to fiscal years 2011, 2010, 2009, 2008 and 2007 are to the twelve month period ended February 28, February 28, February 28, February 29 and February 28, respectively, of such years.

Our Company

        We are a leading privately held, vertically integrated construction materials supplier and heavy/highway construction contractor in Pennsylvania and western New York and a national traffic safety services and equipment provider. Founded in 1924, we are one of the top 15 construction aggregates producers and top 30 heavy contractors in the United States, according to industry surveys.

        We operate in three segments based upon the nature of our products and services: construction materials, heavy/highway construction and traffic safety services and equipment. Our construction materials operations are comprised of: aggregate production, including crushed stone and construction sand and gravel; hot mix asphalt production; ready mixed concrete production; and the production of concrete products, including precast/prestressed structural concrete components and masonry blocks. Another of our core businesses, heavy/highway construction, includes heavy construction, blacktop paving and other site preparation services. Our heavy/highway construction operations are primarily supplied with construction materials from our construction materials operation. Our third core business, traffic safety services and equipment, consists primarily of sales and leasing of general and specialty traffic control and work zone safety equipment and devices to industrial construction end-users. Our core businesses operate primarily in Pennsylvania and western New York, except for our traffic safety services and equipment business, which maintains a national sales network for our traffic safety equipment and provides traffic maintenance and protection services primarily in the eastern United States.

        Our revenue is derived from multiple end-use markets, including highway construction and maintenance, residential and non-residential construction and energy production, including the coal and natural gas industries. We believe we are the only heavy/highway contractor in Pennsylvania with the diversity of construction materials and services that we offer. As a result, we are able to meet a wide range of customer requirements on a local scale. A significant portion of our revenues, both through direct and indirect sales, are generated from the Pennsylvania Department of Transportation, which we refer to as PennDOT, the Pennsylvania Turnpike Commission, the New York State Thruway Authority and other agencies in the Commonwealth of Pennsylvania.

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        Through four generations of family management, we have grown both organically and by acquisitions and now operate 53 quarries and sand deposits, 32 hot mix asphalt plants, 20 fixed and portable ready mixed concrete plants, four concrete products production plants, three lime distribution centers and seven construction supply centers. Our traffic safety services and equipment business operates five manufacturing facilities and has sales facilities throughout the continental United States. We believe our extensive operating history and industry expertise, combined with strategically located operations and substantial aggregate reserves throughout Pennsylvania and western New York, enable us to be a low-cost supplier, as well as an operator with an established execution track record.

Our Markets

        Our vertically integrated construction materials and heavy/highway construction businesses operate in competitive regional markets. Many of our contracts are awarded based on a "sealed bid" process, which dictates that the lowest price bidder must be chosen. This dynamic forces us to compete against major, national suppliers and smaller, local operators. We believe that our extensive operational footprint and local market knowledge allow us to bid effectively on jobs, to obtain a unique understanding of our customers' evolving needs and, most critically, to maintain favorable positions in the markets for our products and services, enabling us to submit lower price bids while maintaining our profitability.

        We maintain strategically located construction materials operations across Pennsylvania and western New York. We also provide heavy/highway construction services, primarily in Pennsylvania and, to a lesser degree, into Maryland, West Virginia and Virginia. We operate traffic safety equipment manufacturing facilities and sell these products across the United States and we provide maintenance and traffic protection services primarily in the eastern United States.

Our Competitive Strengths

        The following characteristics provide us with competitive advantages relative to others that operate in our markets. While our competitors may possess one or more of these strengths, we believe we are a leader in our markets because of our full complement of these attributes. Our strengths include:

Leading Market Positions

        We are one of the top 15 construction aggregates producers and top 30 heavy contractors in the United States, according to industry surveys. These leading market positions are driven by our regionally focused operational footprint, which facilitates efficient, low-cost product delivery and responsiveness to customer demands, which are essential to maintaining existing customers and securing new business.

Vertically Integrated Business Model

        We generate revenue across a spectrum of related products and services. We are able to mine our quarries to extract aggregates that we use to produce ready mixed concrete and hot mix asphalt materials, which may be utilized by our heavy/highway construction business to service end customers. Our vertically integrated business model enables us to operate as a single source provider of materials and construction capabilities, creating cost, convenience and reliability advantages for our customers, while at the same time creating significant cross-marketing opportunities among our interrelated businesses. Our vertical integration model, combined with the breadth of our construction materials offerings, enhances our position as a construction materials supplier and as a bidder on complex multi-discipline construction projects. In instances where we may not win a local construction contract, for example, we may often serve as a subcontractor or significant supplier to the winning bidder, creating additional revenue opportunities.

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Favorable Market Fundamentals

        We work extensively for PennDOT and other governmental entities within Pennsylvania which are responsible for the state's roads and highways. Pennsylvania's diversified economy is heavily reliant on the state's approximately 121,000 miles of interstate, state and local roads, and approximately 55,000 bridges. Pennsylvania has the nation's sixth largest gross state product and the nation's fourth largest road network, which serves as a critical highway transportation route connecting midwestern manufacturing centers and the northeast corridor. The Pennsylvania State Transportation Advisory Committee, in its report dated May 2010, identified over $3.0 billion of annual unmet state and local highway and bridge funding needs in excess of currently available funding levels. Pennsylvania's bridges are the fourth oldest in the nation and the state ranked first in 2009 in the number of structurally deficient bridges. We believe our construction materials locations, understanding of various specifications, project management and skilled labor position us to take advantage of these favorable dynamics and enable us to provide competitive bids on most public sector projects in Pennsylvania.

Substantial Reserve Life

        We estimate that we currently own or have under lease approximately 2.1 billion tons of proven and probable aggregate reserves, with an average estimated useful life of 113 years at current production levels. These reserves are located across our market area, creating a balanced distribution of reserves to serve customers across our markets. With our long operating experience and local knowledge, we believe we are highly qualified to efficiently identify and develop new quarry opportunities or quarries that become available for acquisition.

High Barriers to Entry

        We benefit from barriers to entry that affect both potential new market entrants and existing competitors operating within or near our markets. The high weight-to-value ratio of aggregates and concrete products and the time in which hot mix asphalt and ready mixed concrete begin to set limit the efficient distribution range for these products to roughly a one-hour haul time. Our regionally focused operational footprint allows us to maintain lower transportation costs and compete effectively against large and small players in our local markets.

        Quarry and construction operations are inherently asset intensive and require significant investments in land, high-cost equipment and machinery, resulting in significant start-up costs for a new business. We own most of the equipment and machinery used at our facilities, creating an advantage over potential market entrants. The complex regulatory environment and time-consuming permitting process, especially for opening new quarries, add further start-up costs and uncertainty for new market entrants.

        Our regional focus and local knowledge, acquired through decades of operating experience, enhance our ability to bid effectively and win profitable contracts. We believe our experience allows us to distinguish ourselves from other competitors in this regard.

Experienced and Dedicated Management Team

        Our senior management team includes certain third and fourth generation members of our founding family, the Detwiler family, who have spent a significant portion of their professional careers in the aggregate and heavy construction businesses and are complemented and supported by highly trained and experienced senior managers who came to us through various acquisitions and internal advancement. Our Chairman, Paul Detwiler, Jr., and our Vice Chairman and Chief Executive Officer, Donald Detwiler, have spent their entire careers working at NESL (53 and 46 years, respectively), with Paul's expertise centered on the operation of the plants and quarries and Donald's focused on the heavy/highway construction business. Two of Paul, Jr.'s sons, Paul Detwiler, III and Steven Detwiler,

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and Donald's son-in-law, James W. Van Buren, hold executive officer positions and serve on our Board of Directors and Executive Committee. Our President and Chief Financial Officer, Paul Detwiler, III, joined us in 1981. Our Executive Vice President and Chief Operating Officer, James W. Van Buren, joined us in 1991. Steven Detwiler joined us in 1990 and currently serves as Senior Vice President-Construction Materials. G. Dennis Wiseman joined us in 1984 and currently serves as our Chief Accounting Officer and Assistant Secretary. The senior management team is complemented and supported by a large number of talented, highly trained and experienced senior managers with an average of approximately 33 years of experience. Our senior management team makes joint decisions on all major operating issues including capital deployments, acquisitions and expansions. Other corporate responsibilities are divided among the senior management group to ensure adequate contingency planning and leadership across all of our business lines and divisions. We continue to focus on succession planning and focus on growing our company management from our internal ranks. Accordingly, we believe our management team has served and will continue to serve a critical role in our growth and profitability. Management remains dedicated to continuing to develop our operations and executing our business strategy as we continue to grow the business. We have management and leadership training programs in place and have trained hundreds of employees over the years so that we are not dependent on the outside market place to fill open positions. Members of the Detwiler family, who control all of the voting equity of NESL, have demonstrated a commitment to continued reinvestment in NESL. With the exception of certain tax-related dividends, we have not issued a dividend to any of our equity holders in 10 years.

Our Business Strategy

        We are focused on growing our sales, profitability and cash flow and strengthening our balance sheet by capitalizing on our competitive strengths, reinvesting in our core businesses and pursuing selective acquisitions in contiguous markets. Key elements of our business strategy include:

Leverage Our Vertically Integrated Business Model

        We generate revenue across a spectrum of related products and services, many of which comprise a vertically integrated business that provides both raw materials and construction services. By maintaining production and cost control over this vertically integrated supply chain, we believe we are better able to serve our customers and be a low-cost supplier. We intend to leverage this vertical integration to continue to minimize our costs, improve our customer service and win profitable new business.

Maintain A Competitive Position in Our Markets

        We are competitive in the areas we serve due to our extensive network of quarries and related operations that facilitate efficient distribution throughout our geographical market area. We believe that our vertically integrated model, including our network of operational facilities, as well as our tightly managed costs, project management, safety and educational training, technological improvements and value engineering focus all further drive our low-cost position. We continuously work to exploit new technologies, such as implementing improved global positioning systems to monitor truck delivery activity and increase precision in construction projects. These technological improvements, coupled with our comprehensive employee training program and health and safety training programs and policies, allow us to make optimal use of our employees and equipment, operate safely and lower our insurance claims. Our extensive operating experience allows us to identify value engineering opportunities on certain projects, allowing us to propose enhancements to project specifications which we believe save our customers money and enhance our profitability. The mechanics of the "sealed bid" process that govern many of our contract awards require that we submit a bid that is low enough to win the business, but also includes a margin sufficient to maintain profitability. We will continue to manage our

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business aggressively to minimize costs to ensure that we are positioned to continue to win competitive, profitable new business in our markets.

Capitalize on Our Strategically Located Operations to Expand Market Share

        We believe our existing operational footprint places us in proximity to some of the strongest market opportunities in the mid-Atlantic and western New York regions. Our proximity to areas of high construction activity, including the extensive Pennsylvania and western New York road networks and the Pennsylvania coal and gas industries, creates attractive revenue opportunities for which we are particularly well positioned relative to both major, national and smaller, local competitors. Our strategically situated construction materials locations create an inherent competitive advantage for us in our markets. We intend to continue to capitalize on these advantages to increase revenues and drive profitability. In those instances where our construction materials locations do not create an inherent competitive advantage, we remain competitive through our local knowledge of required specifications and industry expertise.

Drive Profitable Growth Through Reinvestment and Strategic Acquisitions

        Through over 85 years of operations, we have developed significant experience and expertise in identifying and executing new growth opportunities. We expect to continue to enhance our overall competitive position and customer base by reinvesting in our business. Additionally, we will use our ability to generate cash flow to continue to repay debt and de-leverage our balance sheet so that we are positioned to opportunistically pursue accretive acquisitions of complementary construction materials businesses in contiguous markets that may become available to us. We also anticipate that we will leverage our experience to develop more greenfield quarry locations within or adjacent to our current markets.

Our Industry

        Our core construction materials, heavy/highway construction and traffic safety services and equipment businesses are organized to deliver customers products and services from six interrelated industry sectors:

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aggregates;

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hot mix asphalt;

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ready mixed concrete;

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concrete products;

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heavy/highway construction; and

•

traffic safety services and equipment.

        Competitors in these industries range from small, privately held firms that produce a single product, to multinational corporations that offer a comprehensive suite of construction materials and services, including design, engineering, construction and installation. However, day-to-day execution for construction materials for all competitors remains local or regional in nature based upon typical value-to-weight ratios which limit the distance construction materials can be transported in a cost effective manner.

        Transportation infrastructure projects represent a substantial portion of the overall U.S. infrastructure market. These projects are driven by both state and federal funding programs. The current federal funding program, Safe, Accountable, Flexible, Efficient Transportation Equity Act, which we refer to as SAFETEA-LU, was enacted in August 2005. SAFETEA-LU authorizes funds for

5

the Highway Trust Fund, and these funds, which are allocated to states pursuant to specified formulas, are utilized for the maintenance of highways and roads. On March 4, 2011, SAFETEA-LU was extended through September 30, 2011, which maintained the Highway Trust Fund spending of $42 billion annually. With approximately 121,000 miles of interstate, state and local roads and approximately 55,000 state and local bridges, Pennsylvania currently receives approximately $1.8 billion each year in federal funds for its highway and transit programs.

        Infrastructure funding is also available under the American Recovery and Reinvestment Act, which we refer to as ARRA, which was enacted in February 2009. ARRA allocates a portion of funds for transportation purposes as well as for general infrastructure purposes. As of June 30, 2011, Pennsylvania has invested or committed for investment $16.7 billion of the $31.0 billion it received in ARRA funds. Of this amount, approximately $1.1 billion will be invested in transportation infrastructure with approximately $875.7 million already invested at June 30, 2011. We expect some of the remaining ARRA funding to be incorporated into infrastructure, public works and new building projects through 2011.

        In addition to federal funding, highway construction and maintenance funding is also available through state agencies. In Pennsylvania, new highway and bridge construction and maintenance is coordinated by PennDOT. During its fiscal year ended June 30, 2010, PennDOT spent approximately $6.5 billion on transportation projects and administration, which includes its federal funds allocation. For its fiscal year ended June 30, 2011, PennDOT had $6.5 billion available to spend on transportation projects and administration and has proposed a budget of $6.3 billion for the next fiscal year. Typically the federal government funds a portion of PennDOT's annual budget, while Pennsylvania funds the balance through the Motor License Fund, which we refer to as MLF. MLF funds are mandated per the state constitution to fund expenditures on highways and bridges and may not be reallocated to other state funding needs in the annual budgeting process. The Pennsylvania Turnpike Commission has a budget that is currently separate from PennDOT. The Pennsylvania Turnpike Commission's 2011 fiscal year construction and maintenance budget is approximately $420.0 million.

        PennDOT and the Pennsylvania Turnpike Commission have historically provided consistent demand for construction materials and projects in our markets. In addition, we also bid on purchase order contracts for hot mix asphalt and aggregates supplied directly to PennDOT maintenance districts and municipalities.

Construction Materials

Aggregates

        The aggregates industry generated over $17.5 billion in sales through the production and shipment of 2.0 billion metric tons in 2010 in the United States, according to the United States Geological Survey, which we refer to as USGS. Aggregates include materials such as gravel, crushed stone, limestone and sand, which are primarily incorporated into construction materials, such as hot mix asphalt, cement and ready mixed concrete. Aggregates are also used for various applications and products, such as railroad ballast, filtration, roofing granules and in solutions for snow and ice control. The U.S. aggregate industry is highly fragmented with numerous participants operating in localized markets. The USGS reported that a total of 1,600 companies operating 4,000 quarries and 91 underground mines produced or sold crushed stone in 2010 in the United States.

Hot Mix Asphalt

        Hot mix asphalt is the most commonly utilized pavement surface. Hot mix asphalt is produced by mixing asphalt cement and aggregate. The asphalt cement is heated to increase its viscosity and the aggregate is dried to remove moisture from it prior to mixing. Paving and compaction must be performed while the asphalt is sufficiently hot, typically within a one-hour haul from the production

6

facility. In many parts of the country, including the market in which we operate, paving is generally not performed in the winter months because of cold temperatures. The United States has approximately 4,000 asphalt plants. Each year, these plants produce 500 to 550 million tons of asphalt pavement material worth in excess of $30 billion.

Ready Mixed Concrete

        Demand for ready mixed concrete is driven by its highly versatile end use applications. The ready mixed concrete industry generated approximately $30 billion in sales in 2010 through the shipment of approximately 257 million cubic yards in the United States, according to the National Ready Mixed Concrete Association. Ready mixed concrete is created through the combination of coarse and fine aggregates with water, various chemical admixtures and cement. Given the high weight-to-value ratio, delivery of ready mixed concrete is typically limited to a one-hour haul from a production plant location and is further limited by a 90 minute window in which newly mixed concrete must be poured to maintain quality and desired performance characteristics. Most industry participants produce ready mixed concrete in batch plants and use concrete mixer trucks to deliver the concrete to customers' job sites. Ready mixed concrete, which is poured in place at a construction site, can compete with other precast concrete products and concrete masonry block products.

Concrete Products

        Precast and prestressed concrete products are utilized in highway construction to build bridges and decks and in non-residential construction to build a broad range of large structures such as parking garages, prison cells and sports stadium risers. Precast and prestressed concrete products offer many building advantages, including flexibility in design, speed to completion and low maintenance.

        Masonry blocks are widely used in the construction of buildings, such as foundations, arches and retaining walls. Masonry blocks continue to grow in popularity because of their durability and relative low cost. Most of the companies that produce masonry blocks, such as ours, also produce other concrete-related products, including architectural block, pavers and franchised building systems such as Anchor® Segmental Retaining Walls, which can be manufactured centrally and shipped to the point of installation.

Heavy/Highway Construction

        Heavy/highway construction businesses provide a broad range of transportation and site preparation construction services, including grading and drainage, building bridge structures and concrete and blacktop paving services. While we provide services for a range of projects from driveway construction to the construction of new interstate highways, our business is primarily focused on structures, road construction and maintenance and blacktop/concrete paving. In general, the highway construction industry's growth rate is directly related to federal and state transportation agencies' funding of road, highway and bridge maintenance and construction. While public sector spending for highway construction has increased over the past two years, primarily as a result of federal stimulus money released under the ARRA, the simultaneous decrease in private sector spending has resulted in a contraction of the overall market.

Traffic Safety Services and Equipment

        The traffic safety services and equipment industry is comprised of companies that produce, sell and set up traffic safety equipment in the United States. Traffic safety products generally consist of portable products such as message boards, arrow boards and speed awareness monitors, as well as traffic cones, barrels and signs. Demand for traffic safety services and equipment is particularly sensitive to changes in activity in the highway construction end-market. While significant challenges to the traffic safety

7

equipment industry remain due to the recent economic downturn, we believe that the long-term growth prospects for the industry are favorable, given increasingly stringent highway and workplace safety regulations and standards, in addition to an anticipated cyclical recovery in highway spending.

Recent Developments

        On May 18, 2011, we amended our second amended and restated credit agreement to amend the way that the fixed charge coverage ratio is calculated and to provide greater cushion under our financial covenants. Under these amendments, we effectively reduced our fixed charge coverage ratio covenant to at least 1.05 to 1 through August 31, 2012 and 1.10 to 1 thereafter. We rendered it easier to satisfy our total leverage covenant (as described below) by increasing the relevant ratios to no more than 5.50 to 1.00 through May 31, 2011, 5.90 to 1.00 through August 31, 2011, 5.60 to 1.00 through May 31, 2012 and 5.50 to 1.00 thereafter. Under this amendment we also agreed to limit capital expenditures to a maximum of $25.0 million per year. Our total leverage ratio for any relevant period is defined as the ratio of "Average Indebtedness" for that period to "EBITDAR" for that period. "Average Indebtedness" for any period means, (a) with respect to revolving loans, (i) the average daily outstanding principal amount of our revolving loans during such period less (ii) if such period ends within twelve months of August 18, 2010, $43.5 million and, (b) with respect to all other indebtedness, the outstanding principal amount of such indebtedness (or the equivalent amount for lease obligations) at the end of such period. "EBITDAR" for any period means net income (as defined in the second amended and restated credit agreement) plus the sum of the following (to the extent deducted in the computation of such net income and without duplication): (a) depreciation expense and cost depletion; (b) amortization expense; (c) interest expense; (d) the sum (without duplication) of all taxes payable by us and our subsidiaries and restricted payments permitted in respect of taxes to our shareholders (but, if there is a net tax benefit, such tax benefit shall be deducted from net income in calculating EBITDAR); and (e) all expenses relating to synthetic leases and operating leases.

        On July 18, 2011, we amended our second amended and rested credit agreement to increase the allowable amount of unsecured loans from $8.0 million to $20.0 million.

        On August 22, 2011, the stockholders of the Company amended the stock restriction agreement which, among other things, required the Company to purchase, at any time, all or some of a stockholder's common stock at the option of the individual stockholders. The amendment eliminated the stockholder's right to require the Company to purchase the common stock on a prospective basis.

        On August 26, 2011, we entered into the eleventh amendment to our second amended and restated credit agreement. The eleventh amendment allows for additional secured borrowings under a new secured credit facility of up to $20.0 million, increased the leverage covenant from 5.60 to 1.00 to 5.90 to 1.00 through maturity, increased the amount of annual capital expenditures from $25.0 million to $30.0 million and increased the aggregate principal amount of outstanding revolving credit borrowings allowable during the clean down period from $75.0 million to $85.0 million. On the same date, we entered into a new $20.0 million credit facility which matures on March 1, 2012, and bears an interest rate of LIBOR plus a 5.0% margin. Additionally, in conjunction with the $20.0 million borrowing, certain properties not previously encumbered were used as collateral.

        See "Use of Proceeds" and see "Description of Other Indebtedness—Senior Secured Credit Facilities."

Corporate Structure

        New Enterprise Stone & Lime Co., Inc. is a Delaware corporation initially formed as a partnership in 1924. Our principal executive offices are located at 3912 Brumbaugh Road, P.O. Box 77, New Enterprise, PA 16664, and our telephone number is (814) 766-2211. Our website address is

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http://www.NESL.com. Our website and the information contained therein or connected thereto shall not be deemed to be incorporated into this prospectus.

        The chart below illustrates a summary of the Company and its consolidated subsidiaries. The exchange notes will be guaranteed on a senior unsecured basis by all of our existing and future domestic subsidiaries, with the exception of certain subsidiaries. The exchange notes will be initially guaranteed, on a senior unsecured basis, by each of our subsidiaries that guarantee payment by us of any indebtedness under our senior secured credit facilities. For a description of our senior secured credit facilities and existing borrowing arrangements, see "Description of Other Indebtedness."

*

Rock Solid Insurance Company, NESL II, LLC, Kettle Creek Partners GP, LLC and Kettle Creek Partners L.P. are non-guarantors.

**

Minority owned and therefore does not qualify as a subsidiary under the indenture.

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The Exchange Offer

The following summary contains basic information about the exchange offer and the exchange notes. It does not contain all of the information that is important to you. For a more complete understanding of the notes, please refer to the sections of this prospectus entitled "The Exchange Offer" and "Description of the Notes."

Exchange Offer	In connection with the issuance of the old notes, we and the guarantors of the old notes entered into a registration rights agreement with the initial purchasers of the old notes. Under that agreement, we agreed to use commercially reasonable efforts to file a registration statement related to the exchange of old notes for exchange notes with the SEC on or prior to the 360th day after August 18, 2010 and to cause the registration statement to become effective under the Securities Act on or prior to the 480th day after August 18, 2010.
	The registration statement of which this prospectus forms a part was filed in compliance with the obligations under this registration rights agreement.
	You are entitled to exchange in this exchange offer your old notes for exchange notes which are identical in all material respects to the old notes except that:
	•       the exchange notes have been registered under the Securities Act and will be freely tradable by persons who are not affiliated with us;
	•       the exchange notes are not entitled to registration rights which are applicable to the old notes under the registration rights agreement; and
	•       our obligation to pay additional interest on the old notes as described in the registration rights agreement does not apply to the exchange notes.
Senior Notes	We are offering to exchange up to $250,000,000 in aggregate principal amount of our 11% Senior Notes due 2018 which have been registered under the Securities Act for up to $250,000,000 in aggregate principal amount of our old notes which were issued on August 18, 2010. The old notes may be exchanged only in integral amounts of $1,000.
Resales	Based on interpretations by the staff of the SEC set forth in no-action letters issued to third parties, we believe that the exchange notes issued pursuant to this exchange offer in exchange for old notes may be offered for resale, resold and otherwise transferred by you (unless you are our "affiliate" within the meaning of Rule 405 under the Securities Act) without compliance with the registration provisions of the Securities Act, provided that you:
	•       are acquiring the exchange notes in the ordinary course of business, and

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	•       have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution of the exchange notes.
	Each participating broker-dealer that receives exchange notes for its own account pursuant to this exchange offer in exchange for the old notes that were acquired as a result of market-making or other trading activity must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. See "Plan of Distribution."
	Any holder of the exchange notes who
	•       is our affiliate,
	•       does not acquire the exchange notes in the ordinary course of business, or
	•       tenders in this exchange offer with the intention to participate, or for the purpose of participating, in a distribution of exchange notes,
	cannot rely on the position of the staff of the SEC expressed in Exxon Capital Holdings Corporation, Morgan Stanley & Co. Incorporated or similar no-action letters and, in the absence of an exemption, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with the resale of the exchange notes.
Expiration, Withdrawal of Tenders	This exchange offer will expire at 5:00 p.m., New York City time,                         , 2011, or such later date and time to which we extend it. We do not currently intend to extend the expiration date. A tender of old notes pursuant to this exchange offer may be withdrawn at any time prior to the expiration date. Any old notes not accepted for exchange for any reason will be returned without expense to the tendering holder promptly after the expiration or termination of this exchange offer.
Accrued Interest on the Exchange Notes and Old Notes	The exchange notes will bear interest from August 18, 2010 (or the most recent date prior to the closing of the exchange offer on which interest was paid on the old notes). The right to receive interest on the exchange notes will replace the right to receive any payment in respect of interest on old notes accepted for exchange that accrued to the date of issuance of the exchange notes.
Delivery of the Exchange Notes	The exchange notes issued pursuant to this exchange offer will be delivered to the holders who tender old notes promptly following the expiration date.
Conditions to this Exchange Offer	This exchange offer is subject to customary conditions, some of which we may waive. See "The Exchange Offer—Certain Conditions to this Exchange Offer."

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Procedures for Tendering Old Notes	If you wish to accept this exchange offer, you must complete, sign and date the accompanying letter of transmittal, or a facsimile of the letter of transmittal, according to the instructions contained in this prospectus and the letter of transmittal. You must also mail or otherwise deliver the letter of transmittal, or the facsimile, together with the old notes and any other required documents, to the exchange agent at the address set forth on the cover of the letter of transmittal. If you hold old notes through The Depository Trust Company ("DTC") and wish to participate in this exchange offer, you must comply with the Automated Tender Offer Program procedures of DTC, by which you will agree to be bound by the letter of transmittal.
	By signing or agreeing to be bound by the letter of transmittal, you will represent to us that, among other things:
	•       any exchange notes that you will receive will be acquired in the ordinary course of your business;
	•       you have no arrangement or understanding with any person or entity to participate in the distribution of the exchange notes;
	•       if you are a broker-dealer that will receive exchange notes for your own account in exchange for old notes that were acquired as a result of market-making activities, that you will deliver a prospectus, as required by law, in connection with any resale of such exchange notes; and
	•       you are not our "affiliate" as defined in Rule 405 under the Securities Act.
Special Procedures for Beneficial Holders	If you beneficially own old notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your old notes in the exchange offer, you should contact such registered holder promptly and instruct it to tender on your behalf. If you wish to tender on your own behalf, you must, before completing and executing the letter of transmittal for the exchange offer and delivering your old notes, either arrange to have your old notes registered in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership make take considerable time.

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Guaranteed Delivery Procedures	If you wish to tender your old notes and your old notes are not immediately available or you cannot deliver your old notes, the letter of transmittal or any other documents required by the letter of transmittal to the exchange agent or if you cannot comply with the applicable procedures under DTC's Automated Tender Offer Program prior to the expiration date, you must tender your old notes according to the guaranteed delivery procedures set forth in this prospectus under "The Exchange Offer—Guaranteed Delivery Procedures."
Effect on Holders of Old Notes	As a result of the making of, and upon acceptance for exchange of all validly tendered old notes pursuant to the terms of, this exchange offer, we will have fulfilled our covenants under the registration rights agreement and, accordingly, you will no longer be entitled to any exchange or, except in limited circumstances, registration rights with respect to the old notes, and the exchange notes will not provide for liquidated damages. If you are a holder of old notes and do not tender your old notes in this exchange offer, you will continue to hold such old notes and you will be entitled to all the rights and limitations applicable to the old notes in the indenture, except for any rights under the registration rights agreement that by their terms terminate upon the consummation of this exchange offer.
Consequences of Failure to Exchange	All untendered old notes will continue to be subject to the restrictions on transfer provided for in the old notes and in the indenture governing the old notes. In general, the old notes may not be offered or sold unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with this exchange offer, or as otherwise required under certain limited circumstances pursuant to the terms of the registration rights agreement, we do not currently anticipate that we will register the old notes under the Securities Act.
Certain U.S. Federal Income Tax Considerations	The exchange of old notes for exchange notes in this exchange offer should not be a taxable event for U.S. federal income tax purposes. See "Certain U.S. Federal Income Tax Considerations."
Use of Proceeds	We will not receive any cash proceeds from the issuance of the exchange notes in this exchange offer.

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Accounting Treatment

The exchange notes will be recorded as the same debt obligations as the old notes as reflected in our accounting records. Accordingly, no gain or loss for accounting purposes will be recognized by us. The expenses of the exchange offer and the unamortized expenses related to the issuance of the exchange notes will be amortized over the term of the exchange notes. See "The Exchange Offer—Accounting Treatment."

Exchange Agent

Wells Fargo Bank National Association is the exchange agent for this exchange offer. The address and telephone number of the exchange agent are set forth in the section captioned "The Exchange Offer—Exchange Agent."

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Summary of the Terms of the Exchange Notes

Issuer	New Enterprise Stone & Lime Co., Inc.
Exchange Notes Offered	$250,000,000 in aggregate principal amount of 11% senior notes due 2018.
Maturity Date	September 1, 2018.
Interest	11% per annum, payable semi-annually in cash in arrears on March 1 and September 1 of each year.
Guarantees	The exchange notes will be guaranteed, on a joint and several basis, by all of our existing and future domestic subsidiaries, with the exception of certain subsidiaries. The exchange notes will be initially guaranteed, on a senior unsecured basis, by each of our subsidiaries that guarantee payment by us of any indebtedness under our senior secured credit facilities and the old notes. See "Description of the Notes—Guarantees by Domestic Subsidiaries." Our existing domestic subsidiaries who are currently guarantors consist of ASTI Transportation Systems, Inc., EII Transport Inc., Gateway Trade Center Inc., Precision Solar Controls Inc., Protection Services Inc., SCI Products Inc., and Work Area Protection Corp.
Ranking	The exchange notes and guarantees thereof will rank:
	•       equally in right of payment with all of our and the guarantors' existing and future unsubordinated debt;
	•       senior in right of payment to all of our and the guarantors' existing and future subordinated debt;
	•       effectively junior in right of payment to the debt outstanding under our secured obligations, including under our senior secured credit facilities, to the extent of the value of the assets securing such debt, and effectively junior to the secured obligations of the guarantors, including their guarantees of the senior secured credit facilities, to the extent of the value of the guarantors' assets securing such obligations; and
	•       effectively junior to any debt of our non-guarantor subsidiaries.
	As of May 31, 2011, we had approximately $553.3 million of total debt outstanding (including the notes), $297.0 million of which was secured debt. In addition, we had an additional $25.5 million of secured debt available for borrowing under our revolving credit facility.

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	Our non-guarantor subsidiaries did not account for any net revenue during fiscal year 2011. As of May 31, 2011, our non-guarantor subsidiaries accounted for $26.4 million, or 3.2%, of our assets (excluding intercompany eliminations) and $18.2 million, or 2.4%, of our liabilities (excluding intercompany eliminations).
Optional Redemption	The exchange notes will be redeemable, in whole or in part, at any time on or after September 1, 2014, at the redemption prices specified under "Description of the Notes—Optional Redemption."
	At any time prior to September 1, 2013, we may, at our option, redeem up to 35% of the exchange notes with the net cash proceeds from certain equity offerings at a price equal to 111.000% of the principal amount thereof, together with accrued and unpaid interest, if any, to, but not including, the redemption date as described under "Description of the Notes—Optional Redemption."
	We may also redeem some or all of the exchange notes at any time prior to September 1, 2014 at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest, if any, to, but not including, the redemption date, plus a "make-whole" premium as described under "Description of the Notes—Optional Redemption."
Change of Control	Upon the occurrence of certain changes in control, we must offer to repurchase the exchange notes at 101% of the principal amount, plus accrued interest, if any, to, but not including, the purchase date. See "Description of the Notes—Change of Control."
Certain Covenants	The indenture governing the exchange notes contains covenants that limit, among other things, the ability of our and our restricted subsidiaries to:
	•       incur additional debt;
	•       pay dividends or make other distributions or repurchase capital stock or make other restricted payments;
	•       make certain investments;
	•       incur liens;
	•       merge, amalgamate or consolidate, or sell transfer, lease or dispose of all or substantially all of our assets; and
	•       enter into certain transactions with affiliates.
	These covenants are subject to important exceptions and qualifications, which are described in "Description of the Notes—Certain Covenants."

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Listing	We do not intend to list the exchange notes on any securities exchange or include the exchange notes in any automated quotation system. Accordingly, there can be no assurance that a market for the exchange notes will develop or as to the liquidity of any markets that may develop.
Risk Factors	Potential investors in the exchange notes should carefully consider the matters set forth under the caption "Risk Factors," as well as the other information included in this prospectus, prior to making an investment decision with respect to the exchange notes.

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA

        The following table sets forth a summary of our historical consolidated financial and other data as of and for the periods presented. The summary historical financial information, except for "Other Financial Data," as of February 28, 2011 and 2010 and for our three fiscal years 2009, 2010 and 2011 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. We have derived the summary historical consolidated balance sheet data at February 28, 2009 from our consolidated balance sheet as of February 28, 2009 which is not presented in this prospectus. The summary historical financial information, except for "Other Financial Data," for the three month periods ended May 31, 2011 and May 31, 2010 have been derived from unaudited interim condensed financial statements included elsewhere in this prospectus. In the opinion of our management, the unaudited interim financial data includes all adjustments, consisting only of normal non-recurring adjustments considered necessary for a fair presentation of this information. Our historical results included below and elsewhere in this prospectus are not necessarily indicative of our future performance. In addition, the results of operations for the interim periods is not necessarily indicative of the results that may be expected for the entire year. The following summary historical consolidated financial and other data are qualified in their entirety by reference to, and should be read in conjunction with, our audited consolidated financial statements and the accompanying notes, included elsewhere in this prospectus, and the information under "Selected Historical Consolidated

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Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and other financial information included in this prospectus.

			Fiscal Year Ended									Three Months Ended
			February 28, 2009			February 28, 2010			February 28, 2011			May 31, 2010			May 31, 2011
			(dollars in thousands)
Consolidated Statement of Operations Data:
Revenue			$	785,775		$	737,118		$	725,999		$	166,070		$	146,771
Operating costs and expenses:
	Costs of revenue			620,145			580,612			578,611			138,785			123,119
	Depreciation, depletion and amortization			42,279			43,742			45,917			10,487			11,345
	Intangible asset impairment			44,873			—			—			—			—
	Pension and profit sharing			8,895			9,690			8,907			2,159			1,715
	Selling, administrative and general expenses			59,223			64,779			61,547			15,296	(1)		11,793	(1)
		Total operating costs and expenses		775,415			698,823			694,982			166,727			147,972
Operating Profit				10,360			38,295			31,017			(657	)		(1,201	)
Other income (expense):
	Interest income			667			593			318			50			4
	Interest expense			(40,185	)		(29,536	)(2)		(41,586	)(3)		(7,003	)		(11,600	)
		Total other expense		(39,518	)		(28,943	)		(41,268	)		(6,953	)		(11,596	)
Income (loss) before income taxes				(29,158	)		9,352			(10,251	)		(7,610	)		(12,797	)
Income tax expense (benefit)				1,060			392			(4,478	)		(2,238	)		(8,235	)
Net income (loss)				(30,218	)		8,960			(5,773	)		(5,372	)		(4,562	)
Noncontrolling interest in net (income) loss				(1,214	)		(1,165	)		(1,195	)		(298	)		(299	)
Net income (loss) attributable to stockholders			$	(31,432	)	$	7,795		$	(6,968	)	$	(5,670	)	$	(4,861	)
Other financial data:
Depreciation and cost depletion				41,639			43,102			45,277			10,327			11,185
Cash capital expenditures				28,263			24,331			31,777			(8,951	)		(12,830	)
Cash and cash equivalents, beginning of period				6,385			16,507			10,773			10,773			20,029
Balance Sheet Data:
Cash, restricted cash and cash equivalents			$	18,219		$	12,573		$	21,916		$	18,359		$	21,898
Inventories				118,745			127,214			129,422			127,585			133,113
Property, plant, and equipment, net				408,590			390,530			382,965			391,203			383,576
Total assets				764,511			750,234			768,078			824,930			838,856
Long-term debt, including current portion				518,080			484,896			500,846			521,559			553,277
Total liabilities				688,904			665,788			690,907			746,271			766,665
Redeemable common stock				143,411			183,318			130,241			177,290			140,954
Total deficit				(67,804	)		(98,872	)		(53,070	)		(98,631	)		(68,763	)

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			Fiscal Year Ended									Three Months Ended
			February 28, 2009			February 28, 2010			February 28, 2011			May 31, 2010			May 31, 2011
			(dollars in thousands)
Consolidated Statement of Cash Flows:
Net cash provided by (used in):
	Operating activities		$	23,928		$	58,078		$	47,503		$	(17,973	)	$	(38,697	)
	Investing activities			(26,145	)		(24,374	)		(31,549	)		(8,847	)		(19,926	)
	Financing activities			12,339			(39,438	)		(6,698	)		32,573			50,245
Cash paid for capital expenditures				(28,263	)		(24,331	)		(31,777	)		(8,951	)		(12,830	)
Selected Business Line Data:
Revenue:
	Construction materials		$	559,174		$	499,186		$	512,743		$	108,913		$	104,487
	Heavy/highway construction			338,885			349,856			337,620			69,211			52,811
	Traffic safety services & equipment			83,085			81,102			78,181			22,411			21,961
	Other non-core business operations			11,459			12,719			15,220			2,916			2,833
		Gross revenue		992,603			942,863			943,764			203,451			182,092
	Intercompany eliminations			(206,828	)		(205,745	)		(217,765	)		(37,381	)		(35,321	)
Revenue			$	785,775		$	737,118		$	725,999		$	166,070		$	146,771

(1)

Selling, administrative and general expenses for the three months ended May 31, 2011 and May 31, 2010 includes $1.2 million and $0.2 million, respectively, of gain associated with the disposal of property and equipment.

(2)

The decrease in interest expense from fiscal year 2009 to fiscal year 2010 was primarily the result of lower interest rates year over year.

(3)

The increase in interest expense during fiscal year 2011 was a result of an overall increase in borrowings and interest rates, primarily related to the issuance of our old notes in August 2010.

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RISK FACTORS

You should carefully consider the risks described below, in addition to the other information contained in this prospectus, before electing to exchange your old notes for the exchange notes. The risks described below are not the only ones that we face. Additional risks not presently known to us or that we currently consider less significant may also impair our business operations. Our business, financial condition or results of operations could be materially adversely affected by any of these risks. The value of the exchange notes could decline due to any of these risks, and you may lose all or part of your investment.

Risks Related to Our Business and Industry

Our business depends on activity within the construction industry.

        We sell most of our construction materials and traffic safety equipment, and provide all of our heavy/highway construction services, to the construction industry, so our results depend on the strength of the construction industry. Demand for our products, particularly in the non-residential and residential construction markets, could remain weak and continue to fall if companies and consumers continue to struggle to obtain credit for construction projects or if the slow pace of economic activity continues to delay or cancel capital projects. State and federal budget issues continue to hurt the funding available for infrastructure spending, particularly heavy/highway construction and traffic safety, which constitute a significant portion of our business. Many states, including Pennsylvania, have reduced their construction spending because of budget shortfalls caused by lower tax revenues and uncertainty relating to long-term federal highway funding. There has been a reduction in many states' investment in highway maintenance. These factors resulted in a continued reduction in our sales during fiscal years 2010 and 2011 which, combined with a widespread decline in overall pricing in many of our business units, continues to hurt our business. Our earnings depend on the strength of the local economies in which we operate because of the high cost to transport our products relative to their price. If economic conditions and construction remain low in our top revenue-generating markets of Pennsylvania and western New York, our business and results of operations may continue to be materially adversely affected and there is no assurance that this will not continue to affect our business in the future.

Our business is cyclical and requires significant working capital to fund operations.

        The cyclicality of our business requires that we maintain significant working capital to fund our operations. Our ability to generate sufficient cash flow depends on future performance, which will be subject to general economic conditions, industry cycles and financial, business, and other factors affecting our operations, many of which are beyond our control. If we are unable to generate sufficient cash to operate our business, we may be required, among other things, to further reduce or delay planned capital or operating expenditures.

A decline in public sector construction and reductions in governmental funding could adversely affect our operations and results.

        A significant portion of our revenue is generated from publicly funded construction projects. If, because of reduced federal or state funding or otherwise, spending on publicly funded construction continues to remain low, our earnings and cash flows will remain negatively affected. Further, any delays in expenditure of stimulus funds designated for highways and other public work projects pursuant to ARRA could negatively impact our earnings for our fiscal year 2012.

        As a result of the foregoing, we cannot be assured of the existence, amount and timing of appropriations for spending on federal, state or local projects. The federal support for the cost of highway maintenance and construction is dependent on congressional action. In addition, each state funds its infrastructure spending from specially allocated amounts collected from various taxes, typically

21

gasoline taxes and vehicle fees, along with voter-approved bond programs. Shortages in state tax revenues can reduce the amounts spent on state infrastructure projects, even below amounts awarded under legislative bills. Nearly all states are now experiencing state-level funding pressures caused by lower tax revenues and an inability to finance approved projects. Delays or cancellations of state infrastructure spending have in the past hurt, and we anticipate in the immediate future will continue to hurt, our business because a significant portion of our business is dependent on state infrastructure spending.

A decline in the funding of PennDOT, the Pennsylvania Turnpike Commission, the New York State Thruway or other state agencies could adversely affect our operations and results.

        A significant portion of our revenues, both through direct and indirect sales, are generated from PennDOT, the Pennsylvania Turnpike Commission, the New York State Thruway and other Pennsylvania state agencies. The spending of these agencies is governed by an annual budget which is approved by the relevant state. To the extent that any of these entities significantly decreases its annual budget, our revenues could be adversely affected.

Our business relies on private investment in infrastructure and a slower than normal recovery will adversely affect our results.

        A portion of our sales are for projects with non-public owners. Construction spending is affected by developers' ability to finance projects. The current credit environment has negatively affected the United States economy and demand for our products. Non-residential and residential construction could continue to decline if companies and consumers are unable to finance construction projects or if the economic slowdown continues to cause delays or cancellations of capital projects. If housing starts and non-residential projects do not begin to rise steadily with the slow economic recovery as they normally do when recessions end, our construction materials and contracting services sales may fall further and our business and results of operations may continue to be materially adversely affected.

Difficult and volatile economic conditions continue to affect our financial position, results of operations and cash flows.

        Demand for our products is primarily dependent on the overall health of the economy, and federal, state and local public funding levels. The stagnant, and at times declining, economy continues to put pressure on the demand for our construction materials and increases competition and aggressive pricing for private and public sector projects as companies migrate from bidding on scarce private sector work to projects in the public sector. In addition, a stagnant or declining economy tends to produce less tax revenue for public agencies, thereby decreasing a source of funds available for spending on public infrastructure improvements, which constitute a substantial part of our business.

        With the slow pace of economic recovery, there is also a likelihood that we will not be able to collect on our accounts receivable from our customers, many of which are still struggling. Although we are protected in part by payment bonds posted by some of our customers, we have in the past and continue to experience payment delays from some of our customers during this economic downturn.

        These adverse economic factors have in the past, and in the immediate future could continue to, materially adversely affect our financial condition, results of operations, cash flows and liquidity. These factors have also affected our ability to meet our covenants under our debt facilities. We recently amended further our second amended and restated credit agreement to provide greater cushion under our financial covenants and help us remain compliant under this facility. We believe these amendments will allow us to remain compliant for the foreseeable future. However, there can be no assurance that we will continue to be in compliance if our business environment does not improve. A shortfall in the actual trailing twelve month earnings before interest, taxes and depreciation and certain lease expenses,

22

as adjusted and defined under our second amended and restated credit agreement, of between approximately 4.0% and 6.0% during a particular quarter over the next fiscal year could cause us to fail to meet our financial covenants under our second amended and restated credit agreement during the period. Similarly, we expect to be above the required fixed charge coverage ratios at amounts that vary between approximately 10.0% and 16.0% of the required levels set forth under our under our second amended and restated credit agreement. Further, our ability to make payments on, or repay or refinance, our debt and to fund planned capital expenditures will depend largely upon the availability of financing and our future operating performance.

        We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under our second amended and restated credit agreement or from other sources in an amount sufficient to pay our debt or to fund our other liquidity needs. If we are unable to generate sufficient cash flow to meet our debt service requirements, we may have to renegotiate the terms of our second amended and restated credit agreement and obtain additional financing. We cannot assure you that we will be able to refinance any of our debt or obtain additional financing on commercially reasonable terms or at all. If we were unable to meet our debt service requirements or obtain new financing under these circumstances, we would have to consider other options, such as the sales of certain assets, sales of equity, and negotiations with our lenders to restructure the existing debt under our second amended and restated credit agreement. Our second amended and restated credit agreement may restrict, or market or business conditions may limit, our ability to do any or all of these things.

If we are unable to accurately estimate the overall risks, requirements or costs when we bid on or negotiate a contract that is ultimately awarded to us, we may achieve a lower than anticipated profit or incur a loss on the contract.

        Even though the majority of our governmental contracts contain certain raw material escalators to protect us from certain price increases, a portion of the contracts are on a fixed cost basis. The fixed cost basis portion of these contracts require us to perform the contract for a fixed unit price based on approved quantities irrespective of our actual costs. Lump sum contracts require that the total amount of work be performed for a single price irrespective of our actual costs. We realize a profit on our contracts only if: (i) we successfully estimate our costs and then successfully control actual costs and avoid cost overruns and (ii) our revenues exceed actual costs. If our cost estimates for a contract are inaccurate, or if we do not execute the contract within our cost estimates, then cost overruns may cause us to incur losses or cause the contract not to be as profitable as we expected. The final results under these types of contracts could negatively affect our cash flow, earnings and financial position. The costs incurred and gross profit realized, if any, on our contracts can vary, sometimes substantially, from our original projections due to a variety of factors, including, but not limited to:

•

failure to include materials or work in a bid, or the failure to estimate properly the quantities or costs needed to complete a lump sum contract;

•

delays caused by weather conditions;

•

contract or project modifications creating unanticipated costs not covered by change orders;

•

changes in availability, proximity and costs of materials, including steel, concrete, aggregates and other construction materials (such as stone, gravel, sand and oil for asphalt paving), as well as fuel and lubricants for our equipment;

•

to the extent not covered by contractual cost escalators, variability and inability to predict the costs of purchasing diesel, asphalt and cement;

•

availability and skill level of workers;

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•

failure by our suppliers, subcontractors, designers, engineers or customers to perform their obligations;

•

fraud, theft or other improper activities by our suppliers, subcontractors, designers, engineers, customers or our own personnel;

•

mechanical problems with our machinery or equipment;

•

citations issued by any governmental authority, including the Occupational Safety and Health Administration and Mine Safety and Health Administration;

•

difficulties in obtaining required governmental permits or approvals;

•

changes in applicable laws and regulations; and

•

uninsured claims or demands from third parties for alleged damages arising from the design, construction or use and operation of a project of which our work is part.

        Public sector customers may seek to impose contractual risk-shifting provisions more aggressively, and we could face increased risks, which may adversely affect our cash flow, earnings and financial position.

Weather can materially affect our business and we are subject to seasonality.

        Nearly all of the products used by us, and by our customers, in the public or private construction industry are used outdoors. In addition, our heavy/highway operations and production and distribution facilities are located outdoors. Therefore, seasonal changes and other weather-related conditions can adversely affect our business and operations through a decline in both the demand for our services and use of our products. Adverse weather conditions such as extended rainy and cold weather in the spring and fall can reduce demand for our products by contractors and reduce sales or render our contracting operations less efficient.

        Occasionally, major weather events such as hurricanes, tropical storms and heavy snows with quick rainy melts adversely affect sales in the short term.

        The construction materials business production and shipment levels follow activity in the construction industry, which typically occurs in the spring, summer and fall. Warmer and drier weather during the second and third quarters of our fiscal year typically result in higher activity and revenue levels during those quarters. The last quarter of our fiscal year has typically lower levels of activity due to the weather conditions. Our first quarter varies greatly with the spring rains and wide temperature variations. A cool wet spring increases drying time on projects, possibly delaying sales until a subsequent quarter, while a warm dry spring may enable earlier project startup.

Within our local markets, we operate in a highly competitive industry.

        The U.S. aggregate industry is highly fragmented with numerous participants operating in localized markets. However, in most markets, we also compete against large private and public companies, some of which are as vertically integrated as we are. This results in intense competition in a number of markets in which we operate. Significant competition leads to lower prices and lower sales volumes, which can negatively affect our earnings and cash flows.

Our long-term success is dependent upon securing and permitting aggregate reserves in strategically located areas.

        Construction aggregates are bulky and heavy and, therefore, difficult to transport efficiently. Because of the nature of the products, the freight costs can quickly surpass the production costs. Therefore, except for geographic regions that do not possess commercially viable deposits of aggregates

24

and are served by rail, barge or ship, the markets for our products tend to be very localized around our quarry sites. New quarry sites often take a number of years to develop, so our strategic planning and new site development must stay ahead of actual growth. As is the case with the broader industry, we acquire existing quarries and, where practical, extend the permit boundaries at existing quarries and open greenfield sites to continue to grow our reserves. In a number of urban and suburban areas in which we operate, it is increasingly difficult to permit new sites or expand existing sites due to community resistance. Therefore, our future success is dependent, in part, on our ability to accurately forecast future areas of high growth in order to locate optimal facility sites and on our ability to either acquire existing quarries or secure operating and environmental permits to open new quarries. If we are unable to accurately forecast areas of future growth, acquire existing quarries or secure the necessary permits to open new quarries, our business and results of operations may be materially adversely affected.

Our future growth may depend in part on acquiring other businesses in our industry and successfully integrating them with our existing operations.

        In the past, we have made acquisitions to strengthen our existing locations, expand our operations, grow our reserves and grow our market share. We expect to continue to make selective acquisitions in contiguous locations and geographic markets or other business arrangements we believe will help our company. However, the success of our acquisition program will depend on our ability to find and buy other attractive businesses at a reasonable price and our ability to successfully integrate acquired businesses into our existing operations. We cannot assure you that there will be attractive acquisition opportunities at reasonable prices or that we can successfully integrate such acquired businesses into our existing operations. In addition, acquisitions may require us to take an impairment charge in our financial statements. We had to take certain impairment charges in the past due to acquisitions and cannot assure you that we will not do it again in the future in connection with new acquisitions.

Our business is a capital-intensive business.

        The property and machinery needed to produce our products can be very expensive. Therefore, we need to spend a substantial amount of money to purchase and maintain the equipment necessary to operate our business. We believe that our current cash balance, along with our projected internal cash flows and our available financing resources, will be enough to give us the cash we need to support our currently anticipated operating and capital needs. If we are unable to generate sufficient cash to purchase and maintain the property and machinery necessary to operate our business, we may be required to reduce or delay planned capital expenditures or incur additional debt.

        Our second amended and restated credit agreement limits the amount of capital expenditures that we can make to $30.0 million annually. This restriction may adversely affect our ability to grow our business unless we obtain waivers from our lenders to make capital expenditures in excess of this amount. We cannot assure you that we would be able to obtain such waivers on terms commercially acceptable.

Our failure to meet schedule or performance requirements of our contracts could adversely affect us.

        In most cases, our contracts require completion by a scheduled acceptance date. Failure to meet any such schedule could result in additional costs, penalties or liquidated damages being assessed against us, and these could exceed projected profit margins on the contract. Performance problems on existing and future contracts could cause actual results of operations to differ materially from those anticipated by us and could cause us to suffer damage to our reputation within the industry and among our customers, which may have a material adverse effect on our business and results of operations.

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Environmental, health and safety laws and any changes to such laws may have a material adverse effect on our business, financial condition and results of operations.

        We are subject to a variety of environmental, health and safety laws, and the cost of complying and other liabilities associated with such laws may have a material adverse effect on our business, financial condition and results of operations.

        We are subject to a variety of federal, state and local environmental laws and regulations relating to: (i) the release or discharge of materials into the environment; (ii) the management, use, processing, handling, storage, transport or disposal of hazardous materials; and (iii) the protection of public and employee health, safety and the environment. These laws and regulations expose us to liability for the environmental condition of our current or formerly owned or operated facilities, and may expose us to liability for the conduct of others or for our actions that complied with all applicable laws at the time these actions were taken. In particular, we may incur remediation costs and other related expenses because: (i) our facilities were constructed and operated before the adoption of current environmental laws and the institution of compliance practices and (ii) certain of our processes are regulated. These laws and regulations may also expose us to liability for claims of personal injury or property or natural resource damage related to alleged exposure to regulated materials.

        Despite our compliance efforts, there is the inherent risk of liability in the operation of our business, especially from an environmental standpoint. These potential liabilities could have an adverse impact on our operations and profitability. In many instances, we must have government approvals and certificates, permits or licenses in order to conduct our business, which often require us to make significant capital and maintenance expenditures to comply with zoning and environmental laws and regulations. Our failure to maintain required certificates, permits or licenses or to comply with applicable governmental requirements could result in substantial fines or possible revocation of our authority to conduct some of our operations. Governmental requirements that impact our operations also include those relating to air quality, waste management, water quality, mine reclamation, remediation of contaminated sites and worker health and safety. These requirements are complex and subject to frequent change. They impose strict liability in some cases without regard to negligence or fault and expose us to liability for the conduct of, or conditions caused by, others, or for our acts that may otherwise have complied with all applicable requirements when we performed them. Stricter laws and regulations, more stringent interpretations of existing laws or regulations or the future discovery of environmental conditions may impose new liabilities on us, reduce operating hours, require additional investment by us in pollution control equipment or impede our opening new or expanding existing plants or facilities.

We depend on our senior management and we may be materially harmed if we lose any member of our senior management.

        We are dependent upon the services of our senior management, especially Paul Detwiler, Jr., Donald Detwiler, Paul Detwiler, III, Steven Detwiler and James W. Van Buren. Because these members of our senior management team have been with us for approximately 30 years on average and have contributed greatly to our growth, their services would be very difficult, time consuming and costly to replace. We maintain a key man insurance policy for each of Paul Detwiler, Jr., Donald Detwiler, Paul Detwiler, III, James W. Van Buren, Steven Detwiler and Jeffrey Detwiler. The loss of key management personnel or our inability to attract and retain qualified management personnel could have a material adverse effect on us. A decision by any of these individuals to leave us, to compete against us or to reduce his involvement could have a material adverse effect on our business.

26

We may not be able to grow our business effectively or successfully implement our growth plans if we are unable to recruit additional management and other personnel.

        Our ability to continue to grow our business effectively and successfully implement our growth strategy is partially dependent upon our ability to attract and retain qualified management employees and other key employees. We believe there is a limited number of qualified people in our business and the industry in which we compete. As such, there can be no assurance that we will be able to identify and retain the key personnel that may be necessary to grow our business effectively or successfully implement our growth strategy. Our inability to attract and retain talented personnel could limit our ability to grow our business.

Labor disputes could disrupt operations of our businesses.

        Labor unions represent approximately 31% of our total hourly employees. Our collective bargaining agreements for employees generally expire between 2011 and 2013. Although we have good relations with our employees and unions, disputes with our trade unions, or the inability to renew our labor agreements, could lead to strikes or other actions that could disrupt our business, raise costs, and reduce revenues and earnings from the affected locations.

Our operations are subject to special hazards that may cause personal injury or property damage, subjecting us to liabilities and possible losses which may not be covered by insurance.

        Operating hazards inherent in our business can cause personal injury and loss of life, damage to or destruction of property, plant and equipment and environmental damage. We maintain insurance coverage in amounts and against the risks we believe are consistent with industry practice, but this insurance may not be adequate or available to cover all losses or liabilities we may incur in our operations. Our insurance policies are subject to varying levels of deductibles. Losses up to our deductible amounts are accrued based upon our estimates of the ultimate liability for claims incurred and an estimate of claims incurred but not reported. However, liabilities subject to insurance are difficult to assess and estimate due to unknown factors, including the severity of an injury, the determination of our liability in proportion to other parties, the number of incidents not reported and the effectiveness of our safety programs. If we were to experience insurance claims or costs above our estimates, we might also be required to use working capital to satisfy these claims rather than using working capital to maintain or expand our operations.

Unexpected factors affecting self-insurance claims and reserve estimates could adversely affect our business.

        We use a combination of third-party insurance and self-insurance to provide for potential liabilities for workers' compensation, general liability, vehicle accident, property and medical benefit claims. Although we believe we have minimized our exposure on individual claims, for the benefit of costs savings we have accepted the risk of a large amount of independent multiple material claims arising, which could have a significant impact on our earnings. We are liable for up to $0.3 million per year per member for health claims. We have a wholly-owned captive insurance company, Rock Solid Insurance Company, which we refer to as RSIC, for workers' compensation, general liability, automobile and property coverage. We are liable for up to $0.3 million per year for health care claims and RSIC is responsible for amounts in excess of our $0.3 deductible up to $1.0 million for each health care claim, with coverage from insurance carriers after the $1.0 million retention. We are responsible for the first $0.3 million for each property and casualty claim and RSIC is responsible for amounts in excess of our $0.3 million deductible up to the first $2.0 million of every property and casualty claim. Our property and casualty insurance coverage then carries a $15.0 million limit per occurrence.

        We estimate the liabilities associated with the risks retained by us, in part, by considering historical claims experience, demographic and severity factors and other actuarial assumptions which, by their

27

nature, are subject to a high degree of variability. Any projection of losses concerning workers' compensation and general liability is subject to a high degree of variability. Among the causes of this variability are unpredictable external factors affecting future inflation rates, discount rates, litigation trends, legal interpretations, benefit level changes and claim settlement patterns.

We may incur material costs and losses as a result of claims that our products do not meet regulatory requirements or contractual specifications.

        We provide to our customers specified product designs that meet building code or other regulatory requirements and contractual specifications for measurements such as durability, compressive strength, weight-bearing capacity and other characteristics. If we fail or are unable to provide products meeting these requirements and specifications, material claims may arise against us and our reputation could be damaged. Additionally, if a significant uninsured, non-indemnified or product-related claim is resolved against us in the future, that resolution may increase our costs and reduce our profitability and cash flows.

We identified material weaknesses and significant deficiencies in our internal controls over financial reporting during the year ended February 28, 2011 and have a history of material weaknesses and significant deficiencies in our internal controls in prior years as well. If we fail to maintain an effective system of internal controls over financial reporting, the accuracy and timing of our financial reporting may be adversely affected.

        Effective internal controls are necessary for us to provide timely and reliable financial reports and effectively prevent fraud. Any inability to provide reliable financial reports or prevent fraud could harm our business. If we fail to maintain the adequacy of our internal controls, our financial statements may not accurately reflect our financial condition. We have identified certain significant deficiencies and material weaknesses in our internal controls over financial reporting in current and prior years, including the following:

•

identification by our independent auditors of misstatements in internal drafts of our financial statements, disclosures and accounting records that were not initially identified by our internal control process, indicating weaknesses with respect to our ability to properly monitor and account for both routine and non-routine transactions;

•

the need to enhance the skill set within our tax department and associated processes;

•

the need to enhance the consistency and application of our systems and internal controls which are highly manual and inconsistent across divisions and locations;

•

documentation of financial policies and procedures;

•

policies and procedures related to our consolidation process which is a time-intensive process requiring multiple adjustments to prepare and present accurate and complete financial data; and

•

general data security and restricted access controls of information systems.

        While we have taken actions to address the items identified, additional measures may be necessary and these measures, along with other measures we expect to take to improve our internal controls over financial reporting, may not be sufficient to address the issues identified by us and our independent auditors or ensure that our internal controls over financial reporting are effective. We continue to take steps to complete documentation of our internal control systems and financial processes, improve our information systems, assess their design and remediate the control deficiencies identified in these efforts. Implementation of these plans may divert management's attention from other aspects of our business and place a strain on our management, operational and financial resources. In addition, we may, in the future, identify further material weaknesses or significant deficiencies in our internal

28

control over financial reporting. Implementation of these plans may divert management's attention from other aspects of our business and place a strain on our management, operational and financial resources.

        Inadequate internal controls over financial reporting could impact the reliability and timeliness of our financial reports and could cause investors to lose confidence in our reported financial information, which could have a negative effect on our business and the value of our securities. If we fail to remedy any material weakness or significant deficiency and maintain effective internal control over our financial reporting in the future, our financial statements may be inaccurate, our ability to report our financial results on a timely and accurate basis may be adversely affected and our access to the capital markets may be restricted. We may also be required to restate our financial statements from prior periods.

The cancellation of significant contracts or our disqualification from bidding for new contracts could reduce revenues and have a material adverse effect on our results of operations.

        Contracts that we enter into with governmental entities can usually be canceled at any time by them with payment only for the work already completed. In addition, we could be prohibited from bidding on certain governmental contracts if we fail to maintain qualifications required by those entities. A cancellation of an unfinished contract or our disqualification from the bidding process could cause our equipment to be idled for a significant period of time until other comparable work became available, which could have a material adverse effect on our business and results of operations.

Risks Related to the Exchange Notes and Our Indebtedness

We have substantial indebtedness, which could adversely affect our ability to operate our business and prevent us from fulfilling our obligations under the exchange notes.

        As of May 31, 2011 the aggregate outstanding principal balance of our first lien term loan A ("term loan A"), first lien term loan B ("term loan B") and first lien revolving credit facility ("revolving credit facility") was $260.7 million. The balance of term loan A and term loan B was $83.3 million and $67.8 million, respectively, and borrowings under our revolving credit facility were $109.5 million with an additional $25.5 million available as of May 31, 2011. Our substantial level of indebtedness could have important consequences to you. For example, it could:

•

make it more difficult for us to satisfy our obligations with respect to the notes;

•

increase our vulnerability to general adverse economic and industry conditions;

•

require us to dedicate a substantial portion of our cash flow from operations to payment on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, research and development efforts and other general corporate purposes;

•

limit our flexibility in planning for, or reacting to, changes in our business and in the industry in which we operate;

•

place us at a competitive disadvantage compared to our competitors that have less debt; and

•

limit our ability to borrow additional funds.

Despite the level of our indebtedness, we may still incur significantly more indebtedness. This could further increase the risks associated with our indebtedness.

        Despite our current level of indebtedness, we may be able to incur significant additional indebtedness, including secured indebtedness, in the future. Although our credit facilities and the indenture governing the notes contain restrictions on our ability to incur additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and, under certain circumstances,

29

the indebtedness incurred in compliance with such restrictions could be substantial. If new indebtedness is added to our current debt levels, the related risks that we face would be increased, and we may not be able to meet all our debt obligations, including repayment of the notes, in whole or in part.

We are subject to restrictive covenants imposed by our credit facilities and by the indenture governing the notes.

        Our credit facilities and the indenture governing the notes contain numerous financial and operating covenants that restrict, among other things our ability to:

•

make capital expenditures;

•

incur operating lease expenses;

•

incur additional indebtedness;

•

incur liens;

•

make loans;

•

make certain investments or acquisitions;

•

make distributions on our capital stock or payments on subordinated indebtedness; and

•

enter into mergers or dispose of assets or enter into a transaction which would constitute a change in control.

        Our credit facilities include restrictions on our ability to repay, redeem, repurchase or otherwise retire the notes prior to their maturity. See "Description of Other Indebtedness." Under our senior secured credit facilities, we are required to meet certain financial covenants, including a minimum net worth test, a fixed charge coverage ratio test and a total leverage ratio test. If we fail to meet these financial performance measures and our lenders do not agree to a waiver or amendment, then there would be an event of default under our senior secured credit facilities. We cannot assure you that we will be able to obtain waivers or amendments of our senior secured credit facilities, if necessary, on acceptable terms or at all.

We may depend on the cash flows of our subsidiaries in order to satisfy our obligations under the notes.

        We conduct many of our operations through our subsidiaries. We may rely on distributions and advances from our subsidiaries in order to meet some of our payment obligations under the notes and our other obligations. If our subsidiaries are unable to pay us dividends or otherwise make payments to us, we may not be able to make debt service payments on the notes. Our operating cash flows and consequently our ability to service our debt, including the notes, are therefore dependent to some extent upon our subsidiaries' earnings and their distributions of those earnings to us and may also be dependent upon loans, advances or other payments of funds to us by those subsidiaries. Our subsidiaries' ability to make payments may be subject to the availability of sufficient surplus funds, the terms of such subsidiaries' indebtedness, the terms of our credit facilities, applicable laws and other factors.

Our ability to make payments on the exchange notes and our other indebtedness depends on our ability to generate sufficient cash in the future.

        Our ability to make payments on our indebtedness, including the exchange notes, and to fund planned capital expenditures will depend on our ability to generate cash in the future. This is subject to general economic, financial, competitive, legislative, regulatory and other factors beyond our control.

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        As of May 31, 2011, we will be required to make amortization payments under our term loan A and term loan B of approximately $5.8 million for the remainder of fiscal year 2012 and $8.7 million for fiscal year 2013. We will be required to repay our revolving credit facility in full in fiscal year 2013 and the remaining portions of our term loans in fiscal year 2014. In addition, we will be required to make annual payments of approximately $9.6 million for fiscal year 2012, $9.5 million for fiscal year 2013 and $5.6 million for fiscal year 2014 under our capital leases and land and equipment obligations. If we do not have sufficient cash to be able to make such mandatory payments and cannot refinance the unpaid portions of our credit facilities, we will be in default under our credit facilities.

        We may not be able to generate sufficient cash flow from operations and future borrowings may not be available to us under our credit facilities in an amount sufficient to enable us to repay our debt, including the exchange notes, or to fund our other liquidity needs. If our future cash flow from operations and other capital resources are insufficient or unavailable to pay our obligations as they mature or to fund our liquidity needs, we may be forced to reduce or delay our business activities and capital expenditures, sell assets, obtain additional equity capital or restructure or refinance all or a portion of our debt, including the exchange notes, on or before maturity. We may not be able to accomplish any of these alternatives on a timely basis or on satisfactory terms, if at all. In addition, the terms of our existing and future indebtedness, including the exchange notes and our credit facilities, may limit our ability to pursue any of these alternatives.

If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the exchange notes.

        Any default under the agreements governing our indebtedness that is not waived by the required lenders or holders of such indebtedness, and the remedies sought by them, could prevent us from paying principal, premium, if any, and interest on the exchange notes and substantially decrease the market value of the exchange notes. If we are unable to generate sufficient cash flow or are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants in the agreements governing our indebtedness, including the covenants contained in our credit facilities, we would be in default under the terms of the agreements governing such indebtedness. In the event of such a default under our credit facilities, including a failure to satisfy the minimum financial ratios required under these facilities:

•

the lenders under our senior secured credit facilities could elect to terminate their commitments thereunder, declare all the outstanding loans thereunder to be due and payable and, if not promptly paid, institute foreclosure proceedings against our assets;

•

even if those lenders do not declare a default, they may be able to cause all of our available cash to be used to repay their loans; and

•

such default could cause a cross-default or cross-acceleration under our other indebtedness.

        As a result of such default and any actions the lenders may take in response thereto, we could be forced into bankruptcy or liquidation.

Your right to receive payments on the exchange notes is effectively subordinated to the rights of our existing and future secured creditors, including the lenders under our senior secured credit facilities. Further, the guarantees of the exchange notes are effectively subordinated to all of the guarantors' existing and future secured indebtedness, including the guarantors' guarantees of our senior secured credit facilities.

        Holders of our and the guarantors' existing and future secured indebtedness, including indebtedness under our senior secured credit facilities, which is secured by all or substantially all of our assets, will have claims that are prior to your claims as holders of the exchange notes to the extent of

31

the value of the assets securing that other indebtedness. In the event of any distribution or payment of our assets in any foreclosure, dissolution, winding-up, liquidation, reorganization or other bankruptcy proceeding, holders of secured indebtedness will have prior claims to those of our assets that constitute their collateral. Holders of the exchange notes will participate ratably with all holders of our other unsecured and senior indebtedness, and potentially with all of our other general creditors, based upon the respective amounts owed to each holder or creditor in our remaining assets. In any of the foregoing events, we may not have sufficient assets to pay all amounts due on the exchange notes. As a result, holders of exchange notes may receive less, ratably, than holders of secured indebtedness.

        As of May 31, 2011, the aggregate outstanding principal balance of our term loan A, term loan B and revolving credit facility was $260.7 million. The balance of term loan A and term loan B was $83.3 million and $67.8 million, respectively, and borrowings under our revolving credit facility were $109.5 million with an additional $25.5 million available as of May 31, 2011. We will be permitted to borrow additional indebtedness, including senior debt, in the future under the terms of the indenture and our senior secured credit facilities. See "Description of the Notes—Certain Covenants—Limitation on Incurrence of Debt" and "Description of Other Indebtedness."

Your right to receive payment on the exchange notes will be effectively subordinated to the liabilities of our non-guarantor subsidiaries.

        While substantially all of our subsidiaries will initially guarantee the exchange notes, not all of our future subsidiaries will be required to guarantee the exchange notes. For example, our insurance and certain immaterial subsidiaries do not guarantee our senior secured credit facilities and will not be guarantors of the exchange notes. Creditors of our non-guarantor subsidiaries (including trade creditors) will generally be entitled to payment from the assets of those subsidiaries before those assets can be distributed to us. As a result, the exchange notes will effectively be subordinated to the prior payment of all of the debts (including trade payables) of our non-guarantor subsidiaries, holders of their indebtedness and their trade creditors will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to us. Our subsidiaries who have their debt accelerated may not be able to repay such indebtedness. Our assets and our subsidiaries' assets may not be sufficient to fully repay the notes and our other indebtedness. Our non-guarantor subsidiaries did not account for any net revenue during fiscal year 2011. In addition, as of May 31, 2011 our non-guarantor subsidiaries accounted for $26.4 million, or 3.2%, of our assets (excluding intercompany eliminations) and $18.2 million, or 2.4%, of our liabilities (excluding intercompany eliminations).

We may not be able to raise the funds necessary to finance the change of control offer required by the indenture.

        Upon the occurrence of certain types of change of control, we will be required to offer to repurchase all outstanding exchange notes at 101% of their principal amount plus accrued and unpaid interest and liquidated damages, if any, to, but not including, the date of repurchase. It is possible that we will not have sufficient funds at the time of the change of control to make the required repurchase of exchange notes or that restrictions in our credit facilities will not allow such repurchases. Further, we may be contractually restricted under the terms of our credit facilities or other indebtedness from repurchasing all the exchange notes tendered by holders upon a change of control, and we may not be able to obtain the necessary consents under our credit facilities or such other indebtedness to make such repurchases. Our failure to make or complete the change of control offer or pay the change of control purchase price when due will give the trustee and the holders of the exchange notes the right to declare an event of default and accelerate the repayment of the exchange notes as described under the section in this prospectus entitled "Description of the Notes—Events of Default." This event of default under the indenture would in turn constitute an event of default under our senior secured credit

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facilities. In addition, certain important corporate events, such as leveraged recapitalizations that would increase the level of our indebtedness, will not constitute a "change of control" under the indenture. See "Description of the Notes—Change of Control."

The exchange notes will be guaranteed by substantially all of our subsidiaries on a senior unsecured basis. Federal and state statutes allow courts, under specific circumstances, to void guarantees and require exchange note holders to return payments received from guarantors.

        Under the terms of the indenture governing the exchange notes, the exchange notes will be guaranteed on a senior unsecured basis by certain of our subsidiaries. If one of our subsidiaries that is a guarantor of the exchange notes becomes the subject of a bankruptcy case or a lawsuit filed by unpaid creditors of any such guarantor, the guarantees entered into by these guarantors may be reviewed under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws. Under these laws, a guarantee could be voided, or claims in respect of a guarantee could be subordinated to other obligations of a guarantor, if, among other things, the guarantor, at the time it incurred the indebtedness evidenced by its guarantee:

•

received less than reasonably equivalent value or fair consideration for entering into the guarantee; and

•

either:

•

was insolvent or rendered insolvent by reason of entering into the guarantee; or

•

was engaged in a business or transaction for which the guarantor's remaining assets constituted unreasonably small capital; or

•

intended to incur, or believed that it would incur, debts or contingent liabilities beyond its ability to pay such debts or contingent liabilities as they became due.

        In such event, any payment by a guarantor pursuant to its guarantee could be voided and required to be returned to the guarantor, or to a fund for the benefit of the guarantor's creditors, under those circumstances.

        If a guarantee of a guarantor were voided as a fraudulent conveyance or held unenforceable for any other reason, in all likelihood holders of the exchange notes would be creditors solely of New Enterprise Stone & Lime Co., Inc. and those guarantors whose guarantees had not been voided. The exchange notes then in effect would be structurally subordinated to all liabilities of the guarantor whose guarantee was voided.

        The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:

•

the sum of its debts, including contingent liabilities, were greater than the fair saleable value of all of its assets; or

•

the present fair saleable value of its assets were less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

•

it could not pay its debts or contingent liabilities as they become due.

        We cannot assure you as to what standard a court would use to determine whether or not a guarantor would be solvent at the relevant time, or regardless of the standard used, that the guarantee would not be subordinated to any guarantor's other debt.

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        If a court held that the guarantees should be voided as fraudulent conveyances, the court could void, or hold unenforceable, the guarantees, which could mean that you may not receive any payments under the guarantees, and the court may direct you to return any amounts that you have already received from any guarantor. Furthermore, the holders of the exchange notes would cease to have any direct claim against the applicable guarantor. Consequently, any former guarantor's assets would be applied first to satisfy its other liabilities before any portion of its assets could be applied to the payment of the exchange notes.

        Each guarantee contains a provision intended to limit the guarantor's liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent transfer. This provision may not be effective to protect the guarantees from being voided under fraudulent transfer law, or may reduce or eliminate the guarantor's obligation to an amount that effectively makes the guarantee worthless.

There may be no active trading market for the exchange notes, and if one develops, it may not be liquid.

        The exchange notes will constitute new issues of securities of the same class as the old notes for which there is no established trading market. We do not intend to list the exchange notes on any national securities exchange or to seek the admission of the exchange notes for quotation through an automated quotation system. Although the initial purchasers have advised us that they intend to make a market in the old notes and the exchange notes, they are not obligated to do so and may discontinue such market making activity at any time without notice. In addition, market making activity will be subject to limits imposed by the Securities Act and the Exchange Act, and may be limited during the exchange offer and the pendency of any shelf registration statement. There can be no assurance as to the development or liquidity of any market for the old notes or the exchange notes, the ability of the holders of the old notes or the exchange notes to sell their old notes or their exchange notes or the price at which the holders would be able to sell their old notes or their exchange notes. The liquidity of the trading market in the exchange notes, and the market price quoted for the exchange notes, may be adversely affected by changes in the overall market for high yield securities and by changes in our financial performance or prospects or in the prospects for companies in our industry generally. As a result, you cannot be sure that an active trading market will develop for the exchange notes. In addition, if a large number of old notes are not tendered or are tendered improperly, the limited number of exchange notes that would be issued and outstanding after we consummate this exchange offer would reduce liquidity and could lower the market price of the exchange notes.

        Future trading prices of the notes will depend on many factors, including:

•

our operating performance and financial condition;

•

prevailing interest rates;

•

our ability to complete the offer to exchange the old notes for the exchange notes;

•

the interest of securities dealers in making a market; and

•

the market for similar securities.

The market valuation of the exchange notes may be exposed to substantial volatility.

        Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the exchange notes. A real or perceived economic downturn or higher interest rates could cause a decline in the exchange notes, and thereby negatively affect the market for the trading price of the exchange notes. Because the exchange notes may be thinly traded, it may be more difficult to sell and accurately value the exchange notes. In addition, as has recently been evident in the current turmoil in the global financial markets, the present

34

economic slowdown and the uncertainty over its breadth, depth and duration, the entire high-yield bond market can experience sudden and sharp price swings, which can be exacerbated by large or sustained sales by major investors in the exchange notes, a high-profile default by another issuer, or simply a change in the market's psychology regarding high-yield bonds. Moreover, if one of the major rating agencies lowers its credit rating on the exchange notes, the price of the exchange notes will likely decline.

We may incur increased costs due to fluctuation in interest rates.

        We are exposed to risks associated with fluctuations in interest rates in connection with our senior secured credit facilities. In limited circumstances, we seek to minimize these risks, when considered appropriate, through the use of interest rate hedges and similar financial instruments and other activities, although these measures may not be implemented or effective. Any material and untimely changes in interest rates could result in significant losses to us. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative Disclosures About Market Risk."

If a bankruptcy petition were filed by or against us, holders of exchange notes may receive a lesser amount for their claim than they would have been entitled to receive under the indenture governing the exchange notes.

        If a bankruptcy petition were filed by or against us under the Bankruptcy Code after the issuance of the exchange notes, the claims by any holder of exchange notes for the principal amount of the exchange notes may be limited to an amount equal to the sum of the original issue price for the exchange notes.

In the future, our obligations under federal securities laws to file periodic reports with the SEC may become suspended under Section 15(d) of the Exchange Act. Thereafter we would be providing periodic reports as a "voluntary filer" pursuant to our contractual obligations in the indenture governing the notes, which contractual obligations may be amended without your consent.

        Upon the effectiveness of the registration statement of which this prospectus forms a part, we will become a filer with the SEC pursuant to Section 15(d) of the Exchange Act. Except during the year that the registration statement becomes effective, these reporting obligations will be automatically suspended if our notes are held of record by fewer than 300 holders and certain other conditions are met. We currently anticipate that our reporting obligations pursuant to Section 15(d) of the Exchange Act will terminate after we file our Annual Report on Form 10-K for the year ending February 29, 2012. Notwithstanding the anticipated automatic suspension of our reporting obligations pursuant to Section 15(d) of the Exchange Act, we intend to continue filing periodic reports with the SEC and to provide holders of the notes with copies of any filed reports as a "voluntary filer" in compliance with the indenture governing the notes. We expect that such periodic reports filed by us as a voluntary filer will comply fully with all applicable rules and regulations of the SEC. However, we could eliminate the periodic reporting covenant in the indenture governing the notes with the consent of the holders of at least a majority of the notes, in which case we would no longer be obligated to file periodic reports with the SEC and may cease doing so.

You may be adversely affected if you fail to exchange old notes.

        We will only issue exchange notes in exchange for old notes that are timely received by the exchange agent, together with all required documents, including a properly completed and signed letter of transmittal. Therefore, you should allow sufficient time to ensure timely delivery of the old notes and you should carefully follow the instructions on how to tender your old notes. Neither we nor the exchange agent are required to tell you of any defects or irregularities with respect to your tender of the old notes. If you are eligible to participate in this exchange offer and do not tender your old notes

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or if we do not accept your old notes because you did not tender your old notes properly, then, after we consummate this exchange offer, you will continue to hold old notes that are subject to the existing transfer restrictions and will no longer have any registration rights or be entitled to any additional interest with respect to the old notes. In addition:

•

if you tender your old notes for the purpose of participating in a distribution of the exchange notes, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes; and

•

if you are a broker-dealer that receives exchange notes for your own account in exchange for old notes that you acquired as a result of market-making activities or any other trading activities, you will be required to acknowledge that you will deliver a prospectus in connection with any resale of those exchange notes.

        We have agreed that, for a period of 180 days from which the registration statement is declared effective, we will make this prospectus available to any broker-dealer for use in connection with any resales of the exchange notes.

        After this exchange offer is consummated, if you continue to hold any old notes, you may have difficulty selling them because there will be fewer old notes outstanding.

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THE EXCHANGE OFFER

Purpose and Effect of this Exchange Offer

        In connection with the issuance of the old notes, we and the guarantors of the old notes entered into a registration rights agreement with the initial purchasers of the old notes. Under that agreement, we agreed to file a registration statement related to the exchange of old notes for exchange notes with the SEC on or before the 360^th day after August 18, 2010 and to use commercially reasonable efforts cause the registration statement to become effective under the Securities Act at the earliest possible time but in no event later than the 480^th day after August 18, 2010.

        The registration statement of which this prospectus forms a part was filed pursuant to the obligations under this registration rights agreement. The exchange notes will have terms substantially identical to the old notes except the exchange notes will not contain terms with respect to transfer restrictions and registration rights and we will not be obligated to pay additional interest as described in the registration rights agreement.

        Under the circumstances set forth below, we will use our commercially reasonable efforts to cause the SEC to declare effective a shelf registration statement with respect to the resale of the old notes and to keep the shelf registration statement effective for a period of two years or such until such time as all of the old notes (a) have been sold thereunder or (b) can be sold under Rule 144 of the Securities Act, without any limitations. These circumstances include:

•

because of any change in current law or SEC policy, we are not permitted to effect this exchange offer;

•

this exchange offer is not consummated 540 days after August 18, 2010; or

•

any holder of old notes who is not able to participate in this exchange offer so requests in writing on or before the 20th business day after the consummation of this exchange offer.

        Each holder of old notes that wishes to exchange such old notes for transferable exchange notes in this exchange offer will be required to make the following representations:

•

that any exchange notes to be received by it will be acquired in the ordinary course of its business;

•

that at the time of the commencement of the registered exchange offer it had no arrangement or understanding with any person to participate in the distribution (within the meaning of Securities Act) of exchange notes in violation of the Securities Act;

•

that it is not an "affiliate," as defined in Rule 405 under the Securities Act, of ours, or if it is an affiliate of ours, that it will comply with the applicable registration and prospectus delivery requirements of the Securities Act;

•

if such holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of exchange notes; and

•

if such holder is a broker-dealer, that it will receive exchange notes for its own account in exchange for old notes that were acquired as a result of market-making or other trading activities and that it will deliver a prospectus in connection with any resale of such exchange notes.

Resale of Exchange Notes

        Based on interpretations of the SEC staff set forth in no action letters issued to unrelated third parties, we believe that exchange notes issued under this exchange offer in exchange for old notes may

37

be offered for resale, resold and otherwise transferred by any exchange note holder without compliance with the registration and prospectus delivery provisions of the Securities Act, if:

•

such holder is not an "affiliate" of ours within the meaning of Rule 405 under the Securities Act;

•

such exchange notes are acquired in the ordinary course of the holder's business; and

•

the holder is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, the distribution of such exchange notes.

        Any holder who tenders in this exchange offer with the intention of participating in any manner in a distribution of the exchange notes:

•

cannot rely on the position of the staff of the SEC set forth in Exxon Capital Holdings Corporation, Morgan Stanley & Co. Incorporated or similar interpretive letters; and

•

must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction.

        This prospectus may be used for an offer to resell, for the resale or for other retransfer of exchange notes only as specifically set forth in this prospectus. With regard to broker-dealers, only broker-dealers that acquired the old notes as a result of market-making activities or other trading activities may participate in this exchange offer. Each broker-dealer that receives exchange notes for its own account in exchange for old notes, where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. The exchange notes may not be sold under state securities laws unless the exchange notes have been registered or qualified for sale in the applicable state or an exemption from registration or qualification requirement is available. Except as required by the registration rights agreement, we do not intend to register resales of the old notes under the Securities Act. Please read the section captioned "Plan of Distribution" for more details regarding these procedures for the transfer of exchange notes.

Terms of this Exchange Offer

        Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, we will accept for exchange any old notes properly tendered and not withdrawn prior to the expiration date. We will issue a like principal amount of exchange notes in exchange for the principal amount of old notes surrendered under this exchange offer.

        The form and terms of the exchange notes will be substantially identical to the form and terms of the old notes except the exchange notes will be registered under the Securities Act, will not bear legends restricting their transfer and we will not be obligated to pay additional interest as described in the registration rights agreement. The exchange notes will evidence the same debt as the old notes. The exchange notes will be issued under and entitled to the benefits of the same indenture that authorized the issuance of the old notes. Consequently, the old notes and the exchange notes will be treated as a single class of debt securities under the indenture.

        This exchange offer is not conditioned upon any minimum aggregate principal amount of old notes being tendered for exchange.

        As of the date of this prospectus, $250.0 million aggregate principal amount of the old notes are outstanding. This prospectus and the letter of transmittal are being sent to all registered holders of old notes. There will be no fixed record date for determining registered holders of old notes entitled to participate in this exchange offer.

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        We intend to conduct this exchange offer in accordance with the provisions of the registration rights agreement, the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC. Old notes that are not tendered for exchange in this exchange offer will remain outstanding and continue to accrue interest and will be entitled to the rights and benefits such holders have under the indenture relating to the old notes.

        We will be deemed to have accepted for exchange properly tendered old notes when we have given oral or written notice of the acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders for the purposes of receiving the exchange notes from us and delivering exchange notes to such holders.

        Subject to the terms of the registration rights agreement, we expressly reserve the right to amend or terminate this exchange offer, and not to accept for exchange any old notes not previously accepted for exchange, upon the occurrence of any of the conditions specified below under the caption "—Certain Conditions to this Exchange Offer."

        Holders who tender old notes in this exchange offer will not be required to pay brokerage commissions or fees, or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of old notes. We will pay all charges and expenses, other than those transfer taxes described below, in connection with this exchange offer. It is important that you read the section labeled "—Fees and Expenses" below for more details regarding fees and expenses incurred in this exchange offer.

Expiration Date; Extensions; Amendments

        This exchange offer will expire at 5:00 p.m., New York City time on                        , 2011, unless in our sole discretion, we extend it. The exchange notes issued pursuant to this exchange offer will be delivered promptly following the expiration date to the holders who validly tender their old notes.

        In order to extend this exchange offer, we will notify the exchange agent orally or in writing of any extension. We will notify in writing or by public announcement the registered holders of old notes of the extension no later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration date.

        We reserve the right, in our sole discretion:

•

to delay accepting for exchange any old notes, to extend this exchange offer or to terminate this exchange offer and to refuse to accept old notes not previously accepted if any of the conditions set forth below under "—Certain Conditions to this Exchange Offer" have not been satisfied, by giving oral or written notice of such delay, extension or termination to the exchange agent; or

•

subject to the terms of the registration rights agreement, to amend the terms of this exchange offer in any manner.

        Any such delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by oral or written notice or public announcement thereof to the registered holders of old notes. If we amend this exchange offer in a manner that we determine to constitute a material change, including the waiver of a material condition, we will promptly disclose such amendment in a manner reasonably calculated to inform the holders of old notes of such amendment and will extend this exchange offer to the extent required by law, if necessary. Generally we must keep this exchange offer open for at least five business days after a material change. Pursuant to Rule 14e-1(b) under the Exchange Act, if we increase or decrease the percentage of old notes being sought, we will extend this exchange offer for at least ten business days from the date that notice of such increase or decrease is first published, sent or given by us to holders of the old notes. We currently do not intend to decrease the percentage of old notes being sought.

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        Without limiting the manner in which we may choose to make public announcements of any delay in acceptance, extension, termination or amendment of this exchange offer, we shall have no obligation to publish, advertise, or otherwise communicate any such public announcement, other than by issuing a timely press release to a financial news service.

Certain Conditions to this Exchange Offer

        Despite any other term of this exchange offer, we will not be required to accept for exchange, or exchange any exchange notes for, any old notes, and we may terminate this exchange offer as provided in this prospectus before accepting any old notes for exchange if in our reasonable judgment:

•

the exchange notes to be received will not be tradable by the holder without restriction under the Securities Act or the Exchange Act and without material restrictions under the blue sky or securities laws of substantially all of the states of the United States;

•

this exchange offer, or the making of any exchange by a holder of old notes, would violate applicable law or any applicable interpretation of the staff of the SEC; or

•

any action or proceeding has been instituted or threatened in any court or by or before any governmental agency with respect to this exchange offer that, in our judgment, would reasonably be expected to impair our ability to proceed with this exchange offer.

        In addition, we will not be obligated to accept for exchange the old notes of any holder that prior to the expiration of the exchange offer has not made:

•

the representations described under "—Purpose and Effect of this Exchange Offer," "—Procedures for Tendering" and "Plan of Distribution," and

•

such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to make available to us an appropriate form for registration of the exchange notes under the Securities Act.

        We expressly reserve the right, at any time or at various times on or prior to the scheduled expiration date of the exchange offer, to extend the period of time during which this exchange offer is open. Consequently, we may delay acceptance of any old notes by giving oral or written notice of such extension of the expiration date to the registered holders of the old notes in accordance with the notice procedures described in the following paragraph. During any such extensions, all old notes previously tendered will remain subject to this exchange offer, and we may accept them for exchange unless they have been previously withdrawn. We will return any old notes that we do not accept for exchange for any reason without expense to their tendering holder promptly after the expiration or termination of this exchange offer.

        We expressly reserve the right to amend or terminate this exchange offer on or prior to the scheduled expiration date of the exchange offer, and to reject for exchange any old notes not previously accepted for exchange, upon the occurrence of any of the conditions of this exchange offer specified above. We will give oral or written notice or public announcement of any extension, amendment, non-acceptance or termination to the registered holders of the old notes as promptly as practicable. In the case of any extension, such notice will be issued no later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration date.

        These conditions are for our sole benefit and we may, in our sole discretion, assert them regardless of the circumstances that may give rise to them or waive them in whole or in part at any time or at various times except that all conditions to this exchange offer, other than those described in the first sentence of this section, must be satisfied or waived by us at or before the expiration of this exchange offer. If we waive any of these conditions to the exchange offer, we expect that such waiver will apply equally to all holders of the old notes tendered in the exchange offer. If we fail to exercise any of the

40

foregoing rights, that failure in itself will not constitute a waiver of such right. Each such right will be deemed an ongoing right that we may assert at any time or at various times except that all conditions to this exchange offer, other than those described in the first sentence of this section, must be satisfied or waived by us at or before the expiration of this exchange offer. There are no dissenters' rights of appraisal under Delaware law applicable to this exchange offer.

        In addition, we will not accept for exchange any old notes tendered, and will not issue exchange notes in exchange for any such old notes, if at such time any stop order will be threatened or in effect with respect to the registration statement of which this prospectus forms a part or the qualification of the indenture under the Trust Indenture Act of 1939, as amended.

Procedures for Tendering

        Only a holder of old notes may tender such old notes in this exchange offer. To tender in this exchange offer, a holder must:

•

complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal; have the signature on the letter of transmittal guaranteed if the letter of transmittal so requires; and mail or deliver such letter of transmittal or facsimile to the exchange agent prior to the expiration date; or

•

comply with DTC's Automated Tender Offer Program procedures described below.

        In addition, either:

•

the exchange agent must receive old notes along with the letter of transmittal; or

•

the exchange agent must receive, prior to the expiration date, a timely confirmation of book-entry transfer of such old notes into the exchange agent's account at DTC according to the procedures for book-entry transfer described below or a properly transmitted agent's message; or

•

the holder must comply with the guaranteed delivery procedures described below.

        To be tendered effectively, the exchange agent must receive any physical delivery of the letter of transmittal and other required documents at the address set forth below under "—Exchange Agent" prior to the expiration date.

        The tender by a holder that is not withdrawn prior to the expiration date will constitute an agreement between such holder and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal.

        The method of delivery of old notes, the letter of transmittal and all other required documents to the exchange agent is at the holder's election and risk. Rather than mail these items, we recommend that holders use an overnight or hand delivery service. In all cases, holders should allow sufficient time to assure delivery to the exchange agent before the expiration date. Holders should not send us the letter of transmittal or old notes. Holders may request their respective brokers, dealers, commercial banks, trust companies or other nominees to effect the above transactions for them.

        Any beneficial owner whose old notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact the registered holder promptly and instruct it to tender on the owners' behalf. If such beneficial owner wishes to tender on its own behalf, it must, prior to completing and executing the letter of transmittal and delivering its old notes, either:

•

make appropriate arrangements to register ownership of the old notes in such owner's name; or

•

obtain a properly completed bond power from the registered holder of old notes.

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        The transfer of registered ownership may take considerable time and may not be completed prior to the expiration date.

        Signatures on a letter of transmittal or a notice of withdrawal described below must be guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or another "eligible institution" within the meaning of Rule 17Ad-15 under the Exchange Act, unless the old notes tendered pursuant thereto are tendered:

•

by a registered holder who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on the letter of transmittal; or

•

for the account of an eligible institution.

        If the letter of transmittal is signed by a person other than the registered holder of any old notes listed on the old notes, such old notes must be endorsed or accompanied by a properly completed bond power. The bond power must be signed by the registered holder as the registered holder's name appears on the old notes and an eligible institution must guarantee the signature on the bond power.

        If the letter of transmittal or any old notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing. Unless waived by us, they should also submit evidence satisfactory to us of their authority to deliver the letter of transmittal.

        The exchange agent and DTC have confirmed that any financial institution that is a participant in DTC's system may use DTC's Automated Tender Offer Program to tender. Participants in the program may, instead of physically completing and signing the letter of transmittal and delivering it to the exchange agent, transmit their acceptance of this exchange offer electronically. They may do so by causing DTC to transfer the old notes to the exchange agent in accordance with its procedures for transfer. DTC will then send an agent's message to the exchange agent. The term "agent's message" means a message transmitted by DTC, received by the exchange agent and forming part of the book-entry confirmation, to the effect that:

•

DTC has received an express acknowledgment from a participant in its Automated Tender Offer Program that it is tendering old notes that are the subject of such book-entry confirmation;

•

such participant has received and agrees to be bound by the terms of the letter of transmittal (or, in the case of an agent's message relating to guaranteed delivery, that such participant has received and agrees to be bound by the applicable notice of guaranteed delivery); and

•

the agreement may be enforced against such participant.

        We will determine in our sole discretion all questions as to the validity, form, eligibility (including time of receipt), acceptance of tendered old notes and withdrawal of tendered old notes. Our determination will be final and binding. We reserve the absolute right to reject any old notes not properly tendered or any old notes the acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to particular old notes. Our interpretation of the terms and conditions of this exchange offer (including the instructions in the letter of transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of old notes must be cured within such time as we shall determine. Although we intend to notify holders of defects or irregularities with respect to tenders of old notes, neither we, the exchange agent nor any other person will incur any liability for failure to give such notification. Tenders of old notes will not be deemed made until such defects or irregularities have been cured or waived. Any old notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned to

42

the exchange agent without cost to the tendering holder, unless otherwise provided in the letter of transmittal, promptly following the expiration date.

        In all cases, we will issue exchange notes for old notes that we have accepted for exchange under this exchange offer only after the exchange agent timely receives:

•

old notes or a timely book-entry confirmation of such old notes into the exchange agent's account at DTC; and

•

a properly completed and duly executed letter of transmittal and all other required documents or a properly transmitted agent's message.

        By signing the letter of transmittal, each tendering holder of old notes will represent that, among other things:

•

any exchange notes that the holder receives will be acquired in the ordinary course of its business;

•

the holder has no arrangement or understanding with any person or entity to participate in the distribution of the exchange notes;

•

if the holder is not a broker-dealer, that it is not engaged in and does not intend to engage in the distribution of the exchange notes;

•

if the holder is a broker-dealer that will receive exchange notes for its own account in exchange for old notes that were acquired as a result of market-making activities, that it will deliver a prospectus, as required by law, in connection with any resale of such exchange notes; and

•

the holder is not an "affiliate", as defined in Rule 405 of the Securities Act, of us.

Book-Entry Transfer

        The exchange agent will make a request to establish an account with respect to the old notes at DTC for purposes of this exchange offer promptly after the date of this prospectus; and any financial institution participating in DTC's system may make book-entry delivery of old notes by causing DTC to transfer such old notes into the exchange agent's account at DTC in accordance with DTC's procedures for transfer. Holders of old notes who are unable to deliver confirmation of the book-entry tender of their old notes into the exchange agent's account at DTC or all other documents of transmittal to the exchange agent on or prior to the expiration date must tender their old notes according to the guaranteed delivery procedures described below.

Guaranteed Delivery Procedures

        Holders wishing to tender their old notes but whose old notes are not immediately available or who cannot deliver their old notes, the letter of transmittal or any other required documents to the exchange agent or comply with the applicable procedures under DTC's Automated Tender Offer Program prior to the expiration date may tender if:

•

the tender is made through an eligible institution;

•

prior to the expiration date, the exchange agent receives from such eligible institution either a properly completed and duly executed notice of guaranteed delivery by facsimile transmission, mail or hand delivery or a properly transmitted agent's message and notice of guaranteed delivery:

•

setting forth the name and address of the holder, the registered number(s) of such old notes and the principal amount of old notes tendered;

•

stating that the tender is made through an eligible institution;

43

•

guaranteeing that, within three (3) New York Stock Exchange trading days after the expiration date, the letter of transmittal or facsimile thereof together with the old notes or a book-entry confirmation, and any other documents required by the letter of transmittal will be deposited by the eligible institution with the exchange agent; and

•

the exchange agent receives such properly completed and executed letter of transmittal or facsimile thereof, as well as all tendered old notes in proper form for transfer or a book-entry confirmation, and all other documents required as all tendered old notes in proper form for transfer or a book-entry confirmation, and all other documents required by the letter of transmittal, within three (3) New York Stock Exchange trading days after the expiration date.

        Upon request to the exchange agent, a notice of guaranteed delivery will be sent to holders who wish to tender their old notes according to the guaranteed delivery procedures set forth above.

Withdrawal of Tenders

        Except as otherwise provided in this prospectus, holders of old notes may withdraw their tenders at any time prior to the expiration date.

        For a withdrawal to be effective:

•

the exchange agent must receive a written notice, which notice may be by telegram, telex, facsimile transmission or letter of withdrawal at one of the addresses set forth below under "—Exchange Agent", or

•

holders must comply with the appropriate procedures of DTC's Automated Tender Offer Program system.

        Any such notice of withdrawal must:

•

specify the name of the person who tendered the old notes to be withdrawn;

•

identify the old notes to be withdrawn, including the principal amount of such old notes; and

•

where certificates for old notes have been transmitted, specify the name in which such old notes were registered, if different from that of the withdrawing holder.

        If certificates for old notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of such certificates, the withdrawing holder must also submit:

•

the serial numbers of the particular certificates to be withdrawn; and

•

a signed notice of withdrawal with signatures guaranteed by an eligible institution unless such holder is an eligible institution.

        If old notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn old notes and otherwise comply with the procedures of such facility. We will determine all questions as to the validity, form and eligibility, including time of receipt, of such notices, and our determination shall be final and binding on all parties. We will deem any old notes so withdrawn not to have been validly tendered for exchange for purposes of this exchange offer. Any old notes that have been tendered for exchange but that are not exchanged for any reason will be returned to their holder without cost to the holder (or, in the case of old notes tendered by book-entry transfer into the exchange agent's account at DTC according to the procedures described above, such old notes will be credited to an account maintained with DTC for old notes) as soon as practicable after withdrawal, rejection of tender or termination of this exchange offer. Properly withdrawn old notes may be retendered by following one of the procedures described under "—Procedures for Tendering" above at any time on or prior to the expiration date.

44

Exchange Agent

        Wells Fargo Bank, National Association has been appointed as exchange agent for this exchange offer. You should direct questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for the notice of guaranteed delivery to the exchange agent addressed as follows:

By registered mail or certified mail:	By regular mail or overnight courier:	By Hand:
Wells Fargo Bank, National Association MAC N9311-110 625 Marquette Avenue Minneapolis, MN 55479 Attention: New Enterprise Stone & Lime Administrator	Wells Fargo Bank, National Association MAC N9311-110 625 Marquette Avenue Minneapolis, MN 55479 Attention: New Enterprise Stone & Lime Administrator	Wells Fargo Bank, National Association MAC N9311-110 625 Marquette Avenue Minneapolis, MN 55479 Attention: New Enterprise Stone & Lime Administrator

Facsimile (eligible institutions only): (612) 667-6282
Telephone Inquiries: (800) 344-5128

        Delivery of the letter of transmittal to an address other than as set forth above or transmission via facsimile other than as set forth above does not constitute a valid delivery of such letter of transmittal.

Fees and Expenses

        We will bear the expenses of soliciting tenders. The principal solicitation is being made by mail; however, we may make additional solicitations by telegraph, telephone or in person by our officers and regular employees and those of our affiliates.

        We have not retained any dealer-manager in connection with this exchange offer and will not make any payments to broker-dealers or others soliciting acceptances of this exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and reimburse it for its related reasonable out-of-pocket expenses.

        Our expenses in connection with this exchange offer include:

•

SEC registration fees;

•

fees and expenses of the exchange agent and trustee;

•

accounting and legal fees and printing costs; and

•

related fees and expenses.

Transfer Taxes

        We will pay all transfer taxes, if any, applicable to the exchange of old notes under this exchange offer. The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if:

•

certificates representing old notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be issued in the name of, any person other than the registered holder of old notes tendered;

•

tendered old notes are registered in the name of any person other than the person signing the letter of transmittal; or

•

a transfer tax is imposed for any reason other than the exchange of old notes under this exchange offer.

45

        If satisfactory evidence of payment of such taxes is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed to that tendering holder.

        Holders who tender their old notes for exchange will not be required to pay any transfer taxes. However, holders who instruct us to register exchange notes in the name of, or request that old notes not tendered or not accepted in this exchange offer be returned to, a person other than the registered tendering holder will be required to pay any applicable transfer tax.

Consequences of Failure to Exchange

        Holders of old notes who do not exchange their old notes for exchange notes under this exchange offer will remain subject to the restrictions on transfer of such old notes:

•

as set forth in the legend printed on the notes as a consequence of the issuance of the old notes pursuant to the exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws; and

•

otherwise as set forth in the prospectus distributed in connection with the private offering of the old notes.

        In general, you may not offer or sell the old notes unless they are registered under the Securities Act, or if the offer or sale is exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register resales of the old notes under the Securities Act. Based on interpretations of the SEC staff, exchange notes issued pursuant to this exchange offer may be offered for resale, resold or otherwise transferred by their holders, other than any such holder that is our "affiliate" within the meaning of Rule 405 under the Securities Act, without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that the holders acquired the exchange notes in the ordinary course of the holders' business and the holders have no arrangement or understanding with respect to the distribution of the exchange notes to be acquired in this exchange offer. Any holder who tenders in this exchange offer for the purpose of participating in a distribution of the exchange notes:

•

could not rely on the applicable interpretations of the SEC; and

•

must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction.

Accounting Treatment

        We will record the exchange notes in our accounting records at the same carrying value as the old notes, as reflected in our accounting records on the date of exchange. Accordingly, we will not recognize any gain or loss for accounting purposes in connection with this exchange offer. We will capitalize the expenses of this exchange offer as deferred financing costs and expense these costs over the life of the exchange notes.

Other

        Participation in this exchange offer is voluntary, and you should carefully consider whether to accept. You are urged to consult your financial and tax advisors in making your own decision on what action to take.

        We may in the future seek to acquire untendered old notes in the open market or privately negotiated transactions, through subsequent exchange offers or otherwise. We have no present plans to acquire any old notes that are not tendered in this exchange offer or to file a registration statement to permit resales of any untendered old notes.

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USE OF PROCEEDS

        This exchange offer is intended to satisfy our obligations under the registration rights agreement. We will not receive any proceeds from the exchange offer. You will receive, in exchange for the old notes tendered by you and accepted by us in the exchange offer, the same principal amount of exchange notes. The old notes surrendered in exchange for the exchange notes will be retired and will not result in any increase of our outstanding debt. Any surrendered but unaccepted old notes will be returned to you and will remain outstanding.

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CAPITALIZATION

        The following table sets forth our cash and cash equivalents, and capitalization as of May 31, 2011.

        This table should be read in conjunction with "Selected Historical Consolidated Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operation," "Description of Notes," "Description of Other Indebtedness" and our audited consolidated financial statements and accompanying notes, included elsewhere in this prospectus.

		As of May 31, 2011
		(dollars in thousands)
Cash, restricted cash and cash equivalents		$	21,898
Senior Secured Credit Facilities:
	Revolving credit facility(1)		109,547
	Term loan A		83,324
	Term loan B		67,840
	11% Senior Notes due 2018		250,000
Existing capital lease obligations			12,343
Land and equipment obligations			30,223
Total debt			553,277
Total deficit			(68,763	)
Total capitalization		$	484,514

(1)

As of May 31, 2011, the total commitment available to us under the revolving credit facility was $135.0 million, subject to a borrowing base test. On May 31, 2011, there were no letters of credit outstanding under the revolving credit facility and available capacity under the revolving credit facility was $25.5 million, subject to a borrowing base test.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

        The following table presents our selected historical consolidated financial data for the periods indicated. The following information should be read in conjunction with, and is qualified by reference to, the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations," and our audited consolidated financial statements and the notes thereto included elsewhere in this prospectus.

        The consolidated balance sheet data as of February 28, 2011 and 2010 and the related consolidated statements of operations data for each of our three fiscal years in the period ended February 28, 2011 have been derived from our audited consolidated financial statements and the notes thereto included elsewhere in this prospectus. The consolidated balance sheet data as of February 28, 2009, February 29, 2008 and February 28, 2007 and the related consolidated statements of operations data for our fiscal years ended February 29, 2008 and February 28, 2007 have been derived from financial data not included in this prospectus. We acquired Stabler Companies Inc. on January 11, 2008, which we refer to as the Stabler acquisition. Accordingly our statement of operations for our fiscal year ended February 28, 2007 does not include operations for Stabler and our statement of operations for our fiscal year ended February 29, 2008 only includes two months of operations for Stabler. The consolidated statement of operations data for the three month periods ending May 31, 2010 and May 31, 2011 have been derived from our unaudited consolidated financial statements included elsewhere in this prospectus. In the opinion of our management, the unaudited interim financial data includes all adjustments, consisting of only normal non-recurring adjustments, considered necessary for

49

a fair presentation of this information. The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the entire year.

			Years Ended															Three Months Ended
			February 28, 2007			February 29, 2008			February 28, 2009			February 28, 2010			February 28, 2011			May 31, 2010			May 31, 2011
Consolidated Statement of Operations Data:
Revenue			$	561,864		$	592,156		$	785,775		$	737,118		$	725,999		$	166,070		$	146,771
Operating costs and expenses:
	Costs of revenue			449,421			491,917			620,145			580,612			578,611			138,785			123,119
	Depreciation, depletion and amortization			17,543			21,824			42,279			43,742			45,917			10,487			11,345
	Intangible asset impairment			—			—			44,873			—			—			—			—
	Pension and profit sharing			8,359			9,249			8,895			9,690			8,907			2,159			1,715
	Selling, administrative and general expenses			38,937			46,361			59,223			64,779			61,547			15,296	(1)		11,793	(1)
		Total operating costs and expenses		514,260			569,351			775,415			698,823			694,982			166,727			147,972
Operating Profit				47,604			22,805			10,360			38,295			31,017			(657	)		(1,201	)
Other income (expense):
	Interest income			437			1,041			667			593			318			50			4
	Interest expense			(15,203	)		(18,060	)		(40,185)	(2)		(29,536)	(3)		(41,586)	(4)		(7,003	)		(11,600	)
		Total other expense		(14,766	)		(17,019	)		(39,518	)		(28,943	)		(41,268	)		(6,953	)		(11,596	)
Income (loss) before income taxes				32,838			5,786			(29,158	)		9,352			(10,251	)		(7,610	)		(12,797	)
Income tax expense (benefit)				—			43,134	(5)		1,060			392			(4,478	)		(2,238	)		(8,235	)
Net income (loss)				32,838			(37,348	)		(30,218	)		8,960			(5,773	)		(5,372	)		(4,562	)
Noncontrolling interest in net (income) loss				(1,232	)		(1,189	)		(1,214	)		(1,165	)		(1,195	)		(298	)		(299	)
Net income (loss) attributable to stockholders			$	31,606		$	(38,537	)	$	(31,432	)	$	7,795		$	(6,968	)	$	(5,670	)	$	(4,861	)
Other financial data:
Depreciation and cost depletion				17,543			21,824			41,639	(6)		43,102			45,277			10,327			11,185
Cash capital expenditures				22,863			24,021			28,263			24,331			31,777			(8,951	)		(12,830	)
Cash and cash equivalents, beginning of period				3,708			8,664			6,385			16,507			10,773			10,773			20,029
Ratio of earnings to fixed charges				2.6	%		1.2	%		—			1.3	%		—			—			—
Deficiency of earnings to cover fixed charges				—			—			29,214			—			10,045			7,554			12,734

50

	Years Ended															Three Months Ended
	February 28, 2007			February 29, 2008			February 28, 2009			February 28, 2010			February 28, 2011			May 31, 2010			May 31, 2011
Balance Sheet Data:
Cash, restricted cash and cash equivalents	$	8,664		$	8,007		$	18,219		$	12,573		$	21,916		$	18,359		$	21,898
Inventories		70,408			115,916			118,745			127,214			129,422			127,585			133,113
Property, plant, and equipment		210,891			402,884			408,590			390,530			382,965			391,203			383,576
Total assets		355,017			825,663	(7)		764,511			750,234			768,078			824,930			838,856
Long-term debt, including current portion		160,891			484,076			518,080			484,896			500,846			521,559			553,277
Total liabilities		195,372			717,296	(7)		688,904			665,788			690,907			746,271			766,665
Redeemable common stock		300,368			225,698			143,411			183,318			130,241			177,290			140,954
Total deficit		(140,723	)		(117,331	)		(67,804	)		(98,872	)		(53,070	)		(98,631	)		(68,763	)

(1)

Selling, administrative and general expenses for the three months ended May 31, 2011 and May 31, 2010 includes $1.2 million and $0.2 million, respectively, of gain associated with the disposal of property and equipment.

(2)

The increase in interest expense during fiscal year 2009 was a result of approximately $325 million in additional borrowings related to the Stabler acquisition on January 11, 2008.

(3)

The decrease in interest expense from fiscal year 2009 to fiscal year 2010 was primarily the result of lower interest rates year over year.

(4)

The increase in interest expense during fiscal year 2011 was a result of an overall increase in borrowings and interest rates, primarily related to the issuance of our old notes in August 2010.

(5)

An income tax expense was the result of the Company terminating its S-Corporation status effective January 1, 2008 and recognition of associated deferred tax liabilities.

(6)

The increase in depreciation expense during fiscal year 2009 was a result of additional depreciation expense on $189.8 million of fixed assets obtained as a result of the Stabler acquisition.

(7)

The increase in assets and liabilities were the result of the Stabler acquisition on January 11, 2008. Total assets acquired were $471.6 million and total liabilities assumed were $146.6 million. The Company also incurred $325.0 million of additional debt as a result of the Stabler acquisition.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

        We are a leading privately held, vertically integrated construction materials supplier and heavy/highway construction contractor in Pennsylvania and western New York and a national traffic safety services and equipment provider. Founded in 1924, we are one of the top 15 construction aggregates producers and top 30 heavy contractors in the United States, according to industry surveys.

        We operate in three segments based upon the nature of our products and services: construction materials, heavy/highway construction and traffic safety services and equipment. Our construction materials operations are comprised of aggregate production (crushed stone and construction sand and gravel), hot mix asphalt production, ready mixed concrete production and the production of concrete products, including precast/prestressed structural concrete components and masonry blocks. Another of our core businesses, heavy/highway construction, includes heavy construction, blacktop paving and other site preparation services. Our heavy/highway construction operations are primarily supplied with construction materials from our construction materials operation. Our third core business, traffic safety services and equipment, consists primarily of sales and leasing of general and specialty traffic control and work zone safety equipment and devices to industrial construction end-users. Our core businesses operate primarily in Pennsylvania and western New York, except for our traffic safety services and equipment business, which maintains a national sales network for our traffic safety equipment and provides traffic maintenance and protection services primarily in the eastern United States.

        Our revenue is derived from multiple end-use markets, including highway construction and maintenance, residential and non-residential construction and energy production, including operators in the coal and natural gas industries. Because of the diversity of construction materials and services that we offer, we are able to meet a wide range of customer requirements on a local scale. A significant portion of our revenues, both through direct and indirect sales, are generated from PennDOT, the Pennsylvania Turnpike Commission, the New York State Thruway Authority and other agencies in the Commonwealth of Pennsylvania.

        The majority of our construction contracts are obtained through competitive bidding in response to advertisements and as a result of following the letting schedule provided by PennDOT. Our bidding activity is affected by such factors as the nature and volume of available jobs to bid, contract backlog, available personnel, current utilization of equipment and other resources, and competitive considerations. Bidding activity, contract backlog and revenue resulting from the award of new contracts may vary significantly from period to period.

        Our typical construction project begins with the preparation and submission of a bid to a customer. If selected as the successful bidder, we generally enter into a contract with the customer that provides for payment upon completion of specified work or units of work as identified in the contract. Our contracts frequently call for retention; a specified percentage withheld from each payment until the contract is completed and the work accepted by the customer.

        Demand for our products is primarily dependent on the overall health of the economy, and federal, state and local public funding levels. The primary end uses for our products include infrastructure projects such as highways, bridges, and other public institutions, as well as private residential and non-residential construction. A stagnant or declining economy will generally result in reduced demand for construction and construction materials in the private sector. This reduced demand increases competition for private sector projects and will ultimately also increase competition in the public sector as companies migrate from bidding on scarce private sector work to projects in the public sector. Greater competition can reduce our revenues and/or have a downward impact on our gross profit margins. In addition, a stagnant or declining economy tends to produce less tax revenue for

52

public agencies, thereby decreasing a source of funds available for spending on public infrastructure improvements. Some funding sources that have been specifically earmarked for infrastructure spending, such as diesel and gasoline taxes, are not as directly affected by a stagnant or declining economy, unless actual consumption is reduced. While some states and localities may seek to redirect funds related to diesel and gasoline taxes in an effort to balance their budgets, the Commonwealth of Pennsylvania currently does not allow for such activities. Funds earmarked for infrastructure purposes in the Commonwealth of Pennsylvania are constitutionally required to be used for that purpose.

        Market conditions remained challenging during fiscal year 2011. Our business continues to be impacted by the slow pace of economic recovery and the continued pressure on state budgets which has limited state spending on public highway construction projects. Similarly, while single family housing starts have shown signs of rebound from the lows of 2009, multi-family starts have remained weak. In addition, private non-residential construction is still experiencing a slow recovery. Competition remains strong as a result of the weak public and private sector demand, with residential and commercial contractors bidding aggressively on projects, which continues to affect our profitability. Our margins also remain under pressure as a result of high fuel and liquid asphalt costs. While we saw a small increase in our sales of construction materials, those were in large part due to favorable weather conditions and the timing of certain work. We expect that the challenges to our business environment will persist throughout the remainder of fiscal year 2012, which will continue to affect for some time our heavy/highway construction and traffic safety services and equipment businesses, which constitute a significant portion of our overall business. We expect that these conditions will continue to negatively impact our financial position, results of operations, cash flows and liquidity throughout the remainder of fiscal year 2012. To address these challenges, we are continuing our efforts to monitor and adjust our cost structure in our operating plants and reduce administrative and general spending. We also actively review our assets and properties on an ongoing basis for strategic disposals of lesser performing or non-core assets.

Seasonality and Cyclical Nature of Our Business

        Almost all of our products are produced and consumed outdoors. Our financial results for any quarter do not necessarily indicate the results expected for the year because seasonal changes and other weather-related conditions can affect the production and sales volumes of our products. Normally, the highest sales and earnings are in the second and third quarters and the lowest are in the first and fourth quarters. Our sales and earnings are sensitive to national, regional and local economic conditions and particularly to cyclical swings in construction spending, especially in the private sector.

Components of Operating Results

Revenue

        We derive our revenues predominantly from the operations of our three core businesses: construction materials, heavy/highway construction and traffic safety services and equipment. Our construction materials business consists of aggregate production (crushed stone and construction sand and gravel), hot mix asphalt production, ready mixed concrete production and concrete products including precast/prestressed structural concrete components and masonry blocks. Our heavy/highway construction business primarily relates to heavy construction, blacktop paving and other site preparation services. Our traffic safety services and equipment business provides the rental, sale and manufacturing of work zone traffic control equipment, including flashing lights, barricades, plastic drums, arrow boards, construction signs, permanent highway advisory signs, crash attenuators and work area lighting.

        The following is a summary of how we recognize revenue in our core businesses:

•

Construction materials.  We generally recognize revenue on the sale of construction materials and concrete products, other than specialized concrete beams, when they are shipped and the

53

customer takes title and assumes risk of loss. We account for the sale of specialized concrete beams under the units-of-production method. Under this method, the revenue is recognized as the units are produced under firm contracts.

•

Heavy/highway construction.  We record revenue on long-term highway construction contracts on the basis of the percentage-of-completion of individual contracts under the units-of-work performed method determined using engineering estimates. We record estimated losses on contracts when identified. As contracts extend over one or more years, revisions in cost and profit estimates during the course of the work are reflected in the accounting period in which revisions become known.

•

Traffic safety services and equipment.  Our rental contract periods for our traffic safety equipment are daily, weekly or monthly and are recognized on a straight-line basis. We recognize revenues from the sale of rental equipment and new equipment at the time of delivery to, or pick-up by, the customer. We also recognize sales of contractor supplies at the time of delivery to, or pick-up by, the customer.

Operating Costs and Expenses

        The key components of our operating costs and expenses consist of the following:

•

Cost of revenue.  Cost of revenue consists of all production and delivery costs related to our revenue and primarily includes all labor, raw materials, subcontractor costs, equipment rental and maintenance and manufacturing overhead. Our cost of revenue is directly impacted by fluctuations in commodity prices. As a result, our operating profit margins can be significantly impacted by the underlying cost of raw materials. We attempt to limit our exposure to changes in commodity prices by entering into purchase commitments when appropriate. In addition, we have sales price escalators in place for most public contracts and we aggressively seek to obtain escalators on private and commercial contracts.

•

Depreciation, depletion, and amortization.  Our business is relatively capital-intensive. We carry property, plant and equipment at cost on our balance sheet and assets under capital leases are stated at the lesser of the present value of minimum lease payments or the fair value of the leased item. Provision for depreciation is generally computed over estimated service lives by the straight-line method.

        The range of depreciable lives by fixed asset category is as follows:

Land improvements	20 years
Buildings and improvements	8-40 years
Crushing, prestressing, and manufacturing plants	5-33 years
Contracting equipment	3-12.5 years
Trucks and autos	3-8 years
Office equipment	5-10 years

        Depletable limestone deposits are reduced by cost depletion estimated on the basis of recoverable quantities of each quarry.

        Amortization expense is the periodic expense related to our other intangible assets, which were primarily acquired as part of the Stabler acquisition.

•

Pension and profit sharing.  We participate in several multi-employer pension plans, which provide defined benefits to certain employees covered by labor union contracts. These amounts were determined by the union contracts and we do not administer or control the funds. We also maintain, for certain salaried and hourly employees, an investment plan under which eligible

54

employees can invest various percentages of their earnings, matched by an employer contribution of up to 6.0%. We may make special voluntary contributions to all employees eligible to participate in the investment plan, regardless of whether they contributed during the year. Additionally, we have two defined benefit pension plans covering certain union employees of one of our divisions located in Buffalo, New York.

•

Selling, administrative and general expenses.  Selling, administrative and general expenses consist primarily of salaries and personnel costs for our sales and marketing, administration, finance and accounting, legal, information systems and human resources employees. Additional expenses include marketing programs, consulting and professional fees, travel, insurance and other corporate expenses.

Results of Operations

        The following table summarizes the operating results on a consolidated basis:

			Fiscal Years Ended									Three Months Ended
			February 28, 2011			February 28, 2010			February 28, 2009			May 31, 2011			May 31, 2010
			(dollars in thousands)
Consolidated Statement of Operations Data:
Revenue			$	725,999		$	737,118		$	785,775		$	146,771		$	166,070
Operating costs and expenses:
	Cost of revenues			578,611			580,612			620,145			123,119			138,785
	Depreciation, depletion, and amortization			45,917			43,742			42,279			11,345			10,487
	Intangible asset impairment			—			—			44,873			—			—
	Pension and profit sharing			8,907			9,690			8,895			1,715			2,159
	Selling, administrative and general expenses			61,547			64,779			59,223			11,793			15,296
		Total operating costs and expenses		694,982			698,823			775,415			147,972			166,727
Operating profit (loss)				31,017			38,295			10,360			(1,201	)		(657	)
Other income (expense):
	Interest income			318			593			667			4			50
	Interest expense			(41,586	)		(29,536	)		(40,185	)		(11,600	)		(7,003	)
		Total other expense		(41,268	)		(28,943	)		(39,518	)		(11,596	)		(6,953	)
Income (loss) before income taxes				(10,251	)		9,352			(29,158	)		(12,797	)		(7,610	)
Income tax expense (benefit)				(4,478	)		392			1,060			(8,235	)		(2,238	)
Net income (loss)				(5,773	)		8,960			(30,218	)		(4,562	)		(5,372	)
Noncontrolling interest in net (income) loss				(1,195	)		(1,165	)		(1,214	)		(299	)		(298	)
Net income (loss) attributable to stockholders			$	(6,968	)	$	7,795		$	(31,432	)	$	(4,861	)	$	(5,670	)

        The tables below disclose revenue and operating profit data for our reportable segments on a gross basis. We include intersegment sales in our comparative analysis of revenue at the product line level and this presentation is consistent with the basis on which we review results of operations. Net sales and operating expenses exclude intersegment sales and delivery revenues and costs. We also operate ancillary port operations and certain rental operations, which are included in our other non-core

55

business operations line items presented below. We include all non-allocated operating costs in the inter-segment eliminations line item presented below.

		Fiscal Years Ended									Three Months Ended
		February 28, 2011			February 28, 2010			February 28, 2009			May 31, 2011			May 31, 2010
		(dollars in thousands)
Revenue:
Construction materials		$	512,743		$	499,186		$	559,174		$	104,487		$	108,913
Heavy/highway construction			337,620			349,856			338,885			52,811			69,211
Traffic safety services and equipment			78,181			81,102			83,085			21,961			22,411
Other non-core business operations			15,220			12,719			11,459			2,833			2,916
	Segment totals		943,764			942,863			992,603			182,092			203,451
Inter-segment eliminations			(217,765	)		(205,745	)		(206,828	)		(35,321	)		(37,381	)
Net Revenue		$	725,999		$	737,118		$	785,775		$	146,771		$	166,070

        The following tables summarize the percentage of revenue and operating profit by our primary lines of business:

		Fiscal Years Ended									Three Months Ended
		February 28, 2011			February 28, 2010			February 28, 2009			May 31, 2011			May 31, 2010
Revenue:
Construction materials			54.3	%		52.9	%		56.3	%		57.4	%		53.5	%
Heavy/highway construction			35.8	%		37.1	%		34.1	%		29.0	%		34.0	%
Traffic safety services and equipment			8.3	%		8.6	%		8.4	%		12.1	%		11.0	%
Other non-core business operations			1.6	%		1.4	%		1.2	%		1.5	%		1.5	%
	Gross revenue		100	%		100	%		100	%		100.0	%		100.0	%

		Fiscal Years Ended									Three Months Ended
		February 28, 2011			February 28, 2010			February 28, 2009			May 31, 2011			May 31, 2010
		(dollars in thousands)
Operating Loss:
Construction materials		$	36,108		$	43,354		$	31,351		$	2,129		$	1,759
Heavy/highway construction			6,454			3,845			16,496			(2,148	)		1,290
Traffic safety services and equipment			3,377			3,670			3,858			227			1,550
Other non-core business operations			2,811			1,712			2,447			(201	)		15
	Segment totals		48,750			52,581			54,152			7			4,614
Corporate and unallocated			(17,733	)		(14,286	)		(43,792	)		(1,208	)		(5,271	)
Operating Loss		$	31,017		$	38,295		$	10,360		$	(1,201	)	$	(657	)

Three Months Ended May 31, 2011 Compared to Three Months Ended May 31, 2010

Revenue

        Revenue for our construction materials business decreased $4.4 million, or 4.0%, to $104.5 million for the three months ended May 31, 2011 compared to $108.9 million for the three months ended May 31, 2010. The decrease in revenue in our construction materials business was primarily attributable

56

to the decrease in sales of hot mix asphalt and ready mixed concrete in the amount of $1.5 million and $2.4 million respectively. The decrease in the sale of hot mix asphalt is attributable to poor weather conditions that resulted in a decrease of 11.5% in tons shipped and consumed compared to the prior year. The decrease in the sale of ready mixed concrete is also attributable to poor weather conditions that resulted in a decrease of 18.3% in yards shipped and consumed compared to the prior year. The sale of these two construction materials is very sensitive to wet and cold weather. Hot mix asphalt can only be laid within an acceptable temperature and moisture level or adverse results such as an unsmooth road service may result. Similarly, ready mixed concrete may not be poured if there is too much moisture. Average price per ton shipped and consumed of hot mix asphalt and ready mixed concrete increased 7.7% and 3.0% respectively. Sales of aggregates increased $0.5 million, or 1.1% to $46.4 million for the three months ended May 31, 2011 compared to $45.9 million for the three months ended May 31, 2010. Sales volumes of aggregates increased 3.4% to 4.1 million tons shipped and consumed, while average price per ton shipped and consumed decreased 2.2% to $11.31 per ton. The increase in sales volumes can be attributed primarily to the large Thruway project outside of Buffalo, New York, and increased sales activity related to Marcellus Shale drilling in northeastern Pennsylvania. The New York Thruway project is in year two of three and accounts for approximately half of the increased aggregate sales volume activity. Due to the phase of construction of the Thruway, aggregates were delivered despite one of the wettest springs on record in the Buffalo, New York area. The remaining increase in sales volume is related to the supply of materials for the building of various roads, and other well site construction projects in northeastern Pennsylvania.

        Revenue for our heavy/highway construction business decreased $16.4 million, or 23.7%, to $52.8 million for the three months ended May 31, 2011 compared to $69.2 million for the three months ended May 31, 2010. The decrease was attributable to the overall decrease in highway and infrastructure spending at the federal, state and local level, which we anticipate to continue for the remainder of the fiscal year. The decrease is also attributable to the general timing of the completion of various jobs and change orders as compared to prior year.

        Revenue for our traffic safety services and equipment businesses decreased $0.4 million, or 1.8%, to $22.0 million for the three months ended May 31, 2011 compared to $22.4 million for the three months ended May 31, 2010. The decrease was primarily the result of continued uncertainty surrounding the timing and amount of federal highway programs, which is impacting state spending programs causing a reduction of new bids and increasing rental activity compared to equipment sales activity which tends to reduce overall sales volumes.

Cost of Revenue

        Cost of revenue decreased $15.7 million, or 11.3%, to $123.1 million for the three months ended May 31, 2011 compared to $138.8 million for the three months ended May 31, 2010. Cost of revenue as a percentage of revenue increased negligibly for the three months ended May 31, 2011 to 83.9% from 83.6% in the three months ended May 31, 2010. The overall decrease in cost of revenue is attributable to lower revenues in the current quarter. As a large portion of our expenses are variable in nature, a decreased amount of work also contributed to a $7.0, $4.0, and $2.8 million decrease in labor, equipment and repairs, and subcontractor expenses, respectively. Offsetting these costs decreases was an increase in fuel costs of approximately $1.1 million or 24% to $5.6 million for the three months ended May 31, 2011 compared to $4.5 million for the three months ended May 31, 2010.

Depreciation

        Depreciation increased $0.9 million, or 9.0%, to $10.9 million for the three months ended May 31, 2011 compared to $10.0 million for the three months ended May 31, 2010. Annual depreciation percentage rates vary from approximately 3% to 33% and the increase in depreciation expense is primarily related to new assets placed in service.

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Cost Depletion

        Cost depletion increased $0.2 million to $0.5 million for the three months ended May 31, 2010 compared to $0.3 million for the three months ended May 31, 2010.

Amortization of Other Assets

        Amortization expense was consistent for the three months ended May 31, 2011 and 2010 at $0.2 million and represents the periodic expense related to our other intangible assets acquired as a result of the Stabler acquisition in fiscal year 2008.

Pension and Profit Sharing

        Pension and profit sharing expense decreased $0.5 million, or 22.7%, to $1.7 million for the three months ended May 31, 2011 compared to $2.2 million for the three months ended May 31, 2010. This decrease is primarily attributable to our reduced contributions to various pension and retirement investment plans during the three months ended May 31, 2011.

Selling, Administrative and General Expenses

        Selling, administrative and general expenses decreased $3.5 million, or 22.9%, to $11.8 million for the three months ended May 31, 2011 compared to $15.3 million for the three months ended May 31, 2010. Included in selling, administrative and general expenses is $1.2 million and $0.2 million as of May 31, 2011 and 2010, respectively, of gain associated with the disposal of property and equipment. Overall, salaries decreased $1.3 million or 15.7% to $7.0 million for the three months ended May 31, 2011 compared to $8.3 million for the three months ended May 31, 2010. This decrease is primarily attributable to headcount reductions at various operations that took place late in the prior fiscal years which accounted for approximately $0.3 million, as well as $1.0 million in one time bonuses paid to senior management. The reduction in headcount was the result of various measures we have taken to address our overall performance, such as closing one of our precast/prestress facilities and streamlining the traffic safety services and equipment management structure, and overall general attrition of management positions that we have not filled. We expect these savings will continue. The onetime payment to management was made based upon the performance of the Company. Additionally, insurance expense decreased $0.7 million or 28.0% to $1.8 million for the three months ended May 31, 2010 compared to $2.5 million for the three months ended May 31, 2010. The decrease in insurance expense is the result of improved claims experience and decreased activity as the result of decreased activity in our heavy/highway construction division through the three months ended March 31, 2011 as compared to March 31, 2010.

Operating Loss

        Operating profit for our construction materials business increased $0.3 million, or 16.7%, to $2.1 million for the three months ended May 31, 2011 compared to $1.8 million for the three months ended May 31, 2010. Operating profit as a percentage of construction materials revenue for the three months ended May 31, 2011 was 2.0% compared to 1.7% for the three months ended May 31, 2010. Sales volumes of aggregates increased 3.4% to 4.1 million tons shipped and consumed, while average price per ton shipped and consumed decreased 2.2% to $11.31 per ton. The overall increase in volumes contributed to increased operating profit of 2.0 million as compared to the prior quarter. This increase was offset primarily by lower operating profit in hot mix asphalt. The overall cost per unit produced for hot mix asphalt has increased due to an overall reduction in production levels with the same level of fixed costs as well as increased costs associated with liquid asphalt. The average cost per ton of hot mix asphalt shipped and consumed increased 13.8% to $53.90 on average per ton for the three months ended May 31, 2011 compared to $47.37 per ton for the three months ended May 31, 2010. Liquid asphalt costs increased $45.50, or 9.1%, per ton to $544.50 per ton on average for the quarter ended May 31, 2011 compared to $499.00 per ton on average for the quarter ended May 31, 2010.

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        Operating profit for our heavy/highway construction business decreased $3.4 million, to a loss of $2.1 million for the three months ended May 31, 2011 compared to a profit of $1.3 million for the three months ended May 31, 2010. The decrease in profitability for the first quarter is the result of a decrease in the amount of work completed during the quarter due to poor weather conditions with a fixed amount of costs. The Company incurs certain fixed costs associated with start up each year and also has a certain amount of indirect and direct general and administrative costs that are allocated to the division. These costs are recoverable based upon a certain amount of activity that will be achieved during the remainder of the fiscal year. The profit recognized on completed work for the first quarter typically exceeds these costs, however due to the decrease in the amount of work completed for the quarter, overall profitability was decreased. We review on a monthly and quarterly basis the status of contracts in process to ensure any potential losses on these contracts are recognized on a timely basis as applicable. We are not aware of any additional losses that should be accrued on contracts through May 31, 2011.

        Operating profit for our traffic safety services and equipment businesses decreased $1.3 million to $0.2 million for the three months ended May 31, 2011 compared to $1.5 million for the three months ended May 31, 2010. Operating profit as a percentage of traffic safety services and equipment revenue for the three months ended May 31, 2011 was 0.9% compared to 6.7% for the three months ended May 31, 2010. The decrease in profitability is attributed primarily to a decline in the sale of traffic safety equipment which is being offset by an increase in traffic safety services.

Interest Expense, net

        Net interest expense increased $4.6 million or 65.7%, to $11.6 million for the three months ended May 31, 2011 compared to $7.0 million for the three months ended May 31, 2010. This increase is primarily due to the increase in the Company's net effective interest rate associated with the issuance of the old notes in August of 2010.

Income Tax Expense (Benefit)

        Income tax benefit increased $6.0 million to $8.2 million for the three months ended May 31, 2011 compared to $2.2 million for the three months ended May 31, 2010. The increase in tax benefit is a result of a decrease in the annual projected pre-tax book earnings for the Company for the current fiscal year as well as the impact of permanent differences, primarily percentage depletion, resulting in an increase to the Company's expected effective tax benefit for the year. The impact of our permanent differences can be significant when the operating results are declining. We estimate our annual tax rate based on projected taxable income for the full year and record a quarterly tax provision in accordance with the anticipated annual rate. As the year progresses, we refine our estimate of the year's taxable income as new information becomes available such as year-to-date financial results. This continual estimation process may result in a change to our expected effective tax rate for the year. When this occurs, we adjust the income tax provision during the quarter in which the change in estimate occurs so that the year-to-date provision reflects the expected annual tax rate. Significant judgment is required in determining the Company's effective interim tax rate and there may be significant swings on a quarterly basis due to the seasonal nature of the Company's business.

Fiscal Year 2011 Compared to Fiscal Year 2010

Revenue

        Revenue for our construction materials business increased $13.5 million, or 2.7%, to $512.7 million for fiscal year 2011 compared to $499.2 million for fiscal year 2010. The increase was primarily attributable to higher sales volumes and delivered prices for aggregates, higher sales volumes for ready mixed concrete and masonry products, and higher sales prices for hot mix asphalt. The increase in

59

volumes of units sold of aggregates, ready mixed concrete and masonry products for fiscal year 2011 was based largely upon local market demands, as well as the slippage of work from late in the fiscal year 2010 into early in the fiscal year 2011 due to poor weather conditions during the winter months in 2010. These increases were partially offset by a decline in revenue in precast/prestressed structural concrete attributable to lower unit sales prices. The table below represents sales volumes and average prices of our primary products (units in thousands):

		2011							2010
		Construction materials
		Units		Price per unit		% Sales*			Units		Price per unit		% Sales*
Units Shipped and Consumed:
	Stone, sand and gravel (tons)		17,401	$	11.07		38	%		16,625	$	10.72		36	%
	Hot mix asphalt (tons)		4,026	$	48.74		38	%		4,169	$	45.47		38	%
	Ready mixed concrete (cubic yards)		566	$	112.12		12	%		526	$	112.31		12	%
	Precast/prestressed (tons)		56	$	484.57		5	%		51	$	785.98		8	%
	Block (8" equivalents)		10,206	$	1.75		4	%		9,485	$	1.85		3	%

*

Remaining 3% of sales are from miscellaneous construction supplies.

        Revenue for our heavy/highway construction business decreased $12.3 million, or 3.5%, to $337.6 million for fiscal year 2011 compared to $349.9 million for fiscal year 2010. The decrease was attributable to the overall decrease in highway and infrastructure spending at the federal, state and local level, which we anticipate to continue into fiscal year 2012. The decrease was also attributable to the general timing of the completion of various jobs and change orders during fiscal year 2011 as compared to fiscal year 2010.

        Revenue for our traffic safety services and equipment businesses decreased $2.9 million, or 3.6%, to $78.2 million for fiscal year 2011 compared to $81.1 million for fiscal year 2010. The decrease was primarily the result of continued uncertainty surrounding the timing and amount of federal highway programs, which is impacting state spending programs causing a reduction of new bids and increasing rental activity compared to equipment sales activity which tends to reduce overall sales volumes.

Cost of Revenue

        Cost of revenue decreased $2.0 million, or 0.3%, to $578.6 million for fiscal year 2011 compared to $580.6 million for fiscal year 2010. Cost of revenue as a percentage of revenue increased for fiscal year 2011 to 79.7% from 78.8% in fiscal year 2010. Cost of revenue as a percentage of revenue increased due to the increased material costs such as liquid asphalt and fuel which increased 15.6% and 15.0% respectively, during fiscal year 2011 when compared to fiscal year 2010.

Depreciation, depletion and amortization

        Depreciation increased $2.1 million, or 5.1%, to $ 43.2 million for fiscal year 2011 compared to $41.1 million for fiscal year 2010. Annual depreciation percentage rates vary from approximately 3% to 33% and the increase in depreciation expense is primarily related to new assets placed in service.

        Cost depletion increased $0.1 million, or 5.0%, to $2.1 million in fiscal year 2011 compared to $2.0 million in fiscal year 2010.

        Amortization expense was consistent in fiscal year 2011 and 2010 at $0.6 million and represents the periodic expense related to our other intangible assets acquired as a result of the Stabler acquisition in fiscal year 2008.

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Pension and Profit Sharing

        Pension and profit sharing expense decreased $0.8 million, or 8.2%, to $8.9 million during fiscal year 2011 compared to $9.7 million in fiscal year 2010. This decrease is primarily attributed to our decreased special voluntary contributions to various pension and retirement investment plans in fiscal year 2011.

Selling, Administrative, and General Expenses

        Selling, administrative and general expenses decreased $3.3 million, or 5.1%, to $61.5 million for fiscal year 2011 compared to $64.8 million for fiscal year 2010. This decrease was primarily the result of the following two factors: (i) a decline in certain expenses during the fiscal year 2011 as a result of our efforts to control administrative and general spending, and (ii) the HIRE Act that was signed into law by the United States Government which offered tax incentives for hiring and retaining qualified workers for which to date we have received approximately $2.2 million in incentives.

Operating Profit

        Operating profit for our construction materials business decreased $7.3 million, or 16.8%, to $36.1 million for fiscal year 2011 compared to $43.4 million for fiscal year 2010. Operating profit as a percentage of construction materials revenue for fiscal year 2011 was 7.0% compared to 8.7% for fiscal year 2010. This decrease was primarily due to lower operating profit for hot mix asphalt and precast/prestressed structural concrete. Selling prices for hot mix asphalt generally lag increasing liquid asphalt costs. Hot mix asphalt selling prices increased 7.2% as compared to the prior year while liquid asphalt costs increased 15.6% for the same period. Precast/prestressed structural concrete has experienced a change in sales mix from bridge and other larger beams to commercial and smaller beams which carry a lower margin in general and for which there is greater competition in the market. We are continuing to monitor and adjust our cost structure in our operating plants in response to weaker demand generally in the markets in which we operate.

        Operating profit for our heavy/highway construction business increased $2.7 million to $6.5 million for fiscal year 2011 compared to $3.8 million for fiscal year 2010. Operating profit as a percentage of heavy/highway construction revenue for fiscal year 2011 was 1.9% compared to 1.1% for fiscal year 2010. The increase in profit is a result of positive weather conditions during the current fiscal year as well as the timing of the completion of various jobs and change orders as compared to prior year. Although profit is up slightly in fiscal year 2011 as compared to the prior fiscal year, heavy construction projects and blacktop lay down projects continue to see increased competition which has lead to more aggressive bids based on price. The extensive competition we are currently seeing is the result of a continual increased in the number of residential and commercial contractors bidding on public sector projects resulting in continuing low margins on projects as these contractors tend to bid at or below our historic bid levels. If we are unable to maintain our market share and continue to be aggressive in our bidding to maintain our market share, profitability may be negatively impacted in future periods.

        Operating profit for our traffic safety services and equipment businesses decreased $0.3 million, or 8.1%, to $3.4 million during fiscal year 2011 compared to $3.7 million during fiscal year 2010. Operating profit as a percentage of traffic safety services and equipment revenue for fiscal year 2011 was 4.3% compared to 4.6% for fiscal year 2010. This slight decrease in profitability is attributed primarily to a decline in traffic safety equipment which is being offset by an increase in traffic safety services.

Interest Expense

        Interest expense increased $12.1 million, or 41.0%, to $41.6 million for fiscal year 2011 compared to $29.5 million for fiscal year 2010. This increase is due to the expensing of previously deferred debt

61

issuance costs of $2.9 million related to the second lien loan that was repaid from the proceeds of the old notes that the Company issued in August 2010 as well as increased interest expense associated with those notes and overall increased debt levels.

Income Tax Expense

        Income tax expense decreased $4.8 million to a benefit of $4.4 million for fiscal year 2011 compared to an income tax expense of $0.4 million for fiscal year 2010. The decrease in tax expense is a result of a decrease in annual pre-tax book earnings for fiscal year 2011. Additionally, we recorded a non-cash charge to establish a valuation allowance of $5.5 million against certain deferred tax assets primarily related to state net operating losses. In assessing whether a deferred tax asset may be realized, we consider, based on the weight of available evidence, if it is more likely than not that some portion or all of the deferred tax assets will not be realized. This assessment is based upon our judgment of various future events, prior earnings history, expected future taxable income, carryback and carryforward periods, and permanent differences. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary difference become deductable.

Fiscal Year 2010 Compared to Fiscal Year 2009

Revenue

        Revenues for our construction materials business declined $60.0 million, or 10.7%, to $499.2 million in fiscal year 2010 compared to $559.2 million in fiscal year 2009. This decrease was primarily the result of continuing weakness in demand for residential and non-residential construction in most of our markets. This resulted in decreased revenues of $24.9 million, $4.4 million, $6.5 million and $4.7 million in our aggregates, precast/prestressed structural concrete, masonry products and our ready mixed concrete businesses, respectively, in fiscal year 2010 related to declines in sales volumes of 12.3%, 9.8%, 27.0% and 7.4%, respectively. In addition, revenues in our hot mix asphalt business decreased $15.3 million as a result of a 15.2% decline in average sales price during fiscal year 2010, partially offset by a 9.0% increase in sales volume. These decreases were partially offset by increases in average sales price in our aggregates, ready mixed concrete and masonry products businesses during fiscal year 2010. The table below represents sales volume and average prices of our primary products (units in thousands):

		2010							2009
		Construction materials
		Units		Price per unit		% Sales*			Units		Price per unit		% Sales*
Units Shipped and Consumed:
	Stone, sand and gravel (tons)		16,625	$	10.72		36	%		18,296	$	11.17		37	%
	Hot mix asphalt (tons)		4,169	$	45.47		38	%		3,821	$	53.60		37	%
	Ready mixed concrete (cubic yards)		526	$	112.31		12	%		605	$	105.45		11	%
	Precast/prestressed (tons)		51	$	785.98		8	%		53	$	832.62		8	%
	Block (8" equivalents)		9,485	$	1.85		3	%		13,333	$	1.80		4	%

*

Remaining 3% of sales are from miscellaneous construction supplies.

        Revenues for our heavy/highway construction business increased $11.0 million, or 3.2%, to $349.9 million in fiscal year 2010 compared to $338.9 million in fiscal year 2009. The increase was primarily the result of a $12.8 million, or 8.5%, increase in revenues in our heavy construction projects. Due to the mild weather at the end of calendar year 2008 and beginning of calendar year 2009, we were able to prepare work on certain jobs throughout the winter, resulting in an earlier start than usual

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in our first quarter of fiscal year 2010 and an overall increase in sales volume during fiscal year 2010. This increase was partially offset by a decrease revenues in our blacktop paving and maintenance due primarily to increased competition in the bidding process. With the decline in residential and non-residential construction, we have seen an increase in the number of contractors bidding on public sector projects.

        Revenues for our traffic safety services and equipment business declined $2.0 million, or 2.4%, to $81.1 million in fiscal year 2010 compared to $83.1 million in fiscal year 2009. This decrease was primarily the result of the reduced volume of public sector spending in the states within which we operate.

Cost of Revenue

        Cost of revenue sold declined $39.5 million, or 6.4%, to $580.6 million in fiscal year 2010 compared to $620.1 million in fiscal year 2009. This decrease was primarily related to our overall decrease in revenue in our primary lines of business. Cost of products sold as a percentage of revenue decreased slightly in fiscal year 2010 to 78.8% from 78.9% in fiscal year 2009.

Depreciation, depletion and amortization

        Depreciation increased $1.9 million, or 4.8%, to $41.1 million in fiscal year 2010 compared to $39.2 million in fiscal year 2009. The increase in depreciation expense in fiscal year 2010 was primarily the result of the timing of fixed asset purchases during fiscal year 2009.

        Cost depletion decreased $0.5 million, or 20.0%, to $2.0 million in fiscal year 2010 compared to $2.5 million in fiscal year 2009.

        Amortization expense was consistent in fiscal years 2010 and 2009 at $0.6 million and represents the periodic expense related to our other intangible assets acquired as a result of the Stabler acquisition in fiscal year 2008.

Intangible Asset Impairment

        During fiscal year 2009, we determined that both goodwill and trademarks were impaired for one of our reporting units, necessitating an impairment charge of $5.7 million related to trademarks and $39.1 million related to goodwill. These impairment losses were recognized in the consolidated statement of operations in fiscal year 2009. The impairments were primarily due to a decline in the fair value of the reporting unit we acquired in the Stabler acquisition resulting from lower sales and lower than expected cash flows for the reporting unit as a result of the overall decline in the economy.

Pension and Profit Sharing

        Pension and profit sharing expense increased $0.8 million, or 9.0%, to $9.7 million during fiscal year 2010 compared to $8.9 million in fiscal year 2009. This increase was primarily attributed to our increased contributions to various pension and retirement investment plans in fiscal year 2010.

Selling, Administrative and General Expenses

        Selling, administrative and general expenses increased $5.6 million, or 9.5%, to $64.8 million in fiscal year 2010 compared to $59.2 million in fiscal year 2009. This increase was primarily the result of an increase in the reserve in RSIC during fiscal year 2010 based upon actuarial analyses. In addition, we incurred professional fees of $1.8 million primarily related to transactional costs, planning and structuring costs and enterprise risk management reviews performed during fiscal year 2010. These increases were partially offset by decreases in certain expenses related to our efforts to control administrative and general spending.

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Operating Profit

        Operating profit for our construction materials business increased $12.0 million, or 38.2%, to $43.4 million in fiscal year 2010 compared to $31.4 million in fiscal year 2009. Operating profit as a percentage of construction materials revenue for fiscal year 2010 was 8.7% compared to 5.6% for fiscal year 2009. This increase in operating profit and operating profit as a percentage of revenue was primarily attributable to a $13.9 million increase in operating profit in our hot mix asphalt business, principally due to a 21.8% per ton decline in the average cost per ton of asphaltic cement in fiscal year 2010. Prices increased moderately in our aggregates business, however the impact of that increase was offset by a 16.5% decline in sales volume. Operating margins improved moderately in our ready mixed concrete business. We monitored and adjusted our cost structure in our operating plants in response to weak demand generally in the markets in which we operate. For example, we have reduced operating hours to match the recently lowered demand for our products.

        Operating profit for our heavy/highway construction business decreased $12.7 million, or 77.0%, to $3.8 million in fiscal year 2010 compared to $16.5 million in fiscal year 2009. Operating profit as a percentage of heavy/highway construction revenue for fiscal year 2010 was 1.1% compared to 4.9% for fiscal year 2009. Heavy construction projects and blacktop projects are competitively bid and, as a result of increased competition requiring us to bid more aggressively on price, our operating margins are decreased during this period. The extensive competition was the result of an increased number of residential and commercial contractors bidding on public sector projects resulting in lower margins on projects as these contractors tend to bid at or below our historic bid levels.

        Operating profit for our traffic safety services and equipment business decreased $0.2 million, or 5.1%, to $3.7 million in fiscal year 2010 compared to $3.9 million in fiscal year 2009. Operating profit as a percentage of traffic safety services and equipment revenue for fiscal year 2010 was 4.6% compared to 4.7% for fiscal year 2009. This slight decrease in operating profit and operating profit as a percentage of revenue was primarily the result of a decline in both the projects available for bidding as well as our pricing due to a decrease in the demand for these products.

Interest Expense

        Interest expense decreased $10.7 million, or 26.6%, to $29.5 million in fiscal year 2010 compared to $40.2 million in fiscal year 2009. This decrease was primarily the result of reduced average debt outstanding and lower interest rates on our debt facilities.

Income Tax Expense

        Income tax expense for fiscal year 2010 was $0.4 million, compared to an expense of $0.5 million for the same period in 2009.

Liquidity and Capital Resources

        Our sources of liquidity include cash and cash equivalents, cash from operations and amounts available for borrowing under our credit facilities. As of May 31, 2011, we had $11.7 million in cash and cash equivalents and working capital of $200.8 million as compared to $20.0 million in cash and cash equivalents and working capital of $153.7 million as of February 28, 2011. Given the nature and seasonality of our business, we typically experience significant fluctuations in working capital needs and balances during our peak summer season; these amounts are converted to cash over the course of our normal operating cycle. Cash balances of $10.2 million and $1.9 million as of May 31, 2011 and February 28, 2011, respectively, were restricted in certain consolidated subsidiaries for bond sinking fund and insurance requirements, as well as collateral on outstanding letters of credit or rentals.

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        As a result of the May 2011 amendment to the second amended and restated credit agreement, we expect to be in compliance with the financial covenant requirements set forth in our credit facilities for at least the next twelve months. Operating losses incurred during our most recent fiscal year as well as reductions in our cash flow generated by operations have resulted in an increase in interest expense due to higher debt levels along with an increase in overall interest rates, which were also impacted by the issuance of the old notes in August 2010. A shortfall in the actual trailing twelve month EBITDAR, as adjusted and defined in the second amended and restated credit agreement, of between approximately 4% and 6% during a particular quarter over the next fiscal year could cause us to fail to meet our financial covenants as defined in the second amended and restated credit agreement during the period. Similarly, we are projecting to be above the required fixed charge coverage ratios at amounts that vary between approximately 10.0% and 16.0% of the required levels set in the second amended and restated credit agreement.

        Our earnings and debt levels, and associated covenant compliance, may be impacted by, among other things, the volume and amount of federal, state and local publicly funded construction projects, the weather, which can materially affect our business and makes us subject to seasonality on a quarter to quarter basis, changes in product mix, commodity price changes and other factors inherent in the operation of our business. We are exploring a number of options which could enhance earnings or reduce total debt while not negatively impacting our ability to continue operating in our key markets. If we do not meet our projections and the actions described above are not sufficient to maintain our compliance with the financial covenants in our second amended and restated credit agreement, we would seek a waiver of the covenants or alternative financing. There can be no assurance that the new covenant requirements will be met or that we would be able to amend the second amended and restated credit agreement or obtain alternative financing to replace the second amended and restated credit agreement, which could result in a material adverse effect on our financial position, results of operations and cash flows. We believe we have sufficient financial resources, including cash and cash equivalents, cash from operations and amounts available for borrowing under our credit facilities, to fund our business and operations for at least the next twelve months, including capital expenditures and debt service obligations. However, in the past, we have failed to meet certain operating performance measures as well as the financial covenant requirements set forth under our credit facilities, which resulted in the need to obtain several amendments to these credit facilities. During the last quarter of the fiscal year our second amended and restated credit agreement requires us to maintain a balance under the revolving credit facility of no more than $85.0 million for 30 consecutive days. If we do not generate sufficient cash from operations or we are not able to obtain alternative sources of cash to pay down the balance to $85.0 million for 30 consecutive days, we would seek a waiver of this covenant. We cannot offer assurance that we would be able to amend the second amended and restated credit agreement or obtain alternative financing to replace the second amended and restated credit agreement, which could result in a material adverse effect on our financial position, results of operations and cash flows.

        As of June 30, 2011, the total borrowings under our revolving credit facility were approximately $122.9 million, with $12.1 million available. We anticipate that we will draw the full $135.0 million available under the revolver during the second fiscal quarter of 2012. During the quarter ended August 31, 2010, we borrowed an additional $5.0 million of unsecured loans on a short term basis to provide an additional cushion for our daily cash funding needs. We anticipate a similar short term borrowing may be necessary in the current fiscal year. The payment cycles of our customers lag up to 30 days from billing and can cause as much as a 60 day or more delay related to our ability to repay borrowings under the revolver. Accordingly, to ensure we have sufficient liquidity to cover this timing difference between borrowings and payments from customers, additional short term borrowings may be necessary. The second amended and restated credit agreement allows for us to obtain up to an additional $8.0 million of unsecured borrowings. However, on May 13, 2011, we redeemed $3.8 million, representing the entire outstanding principal amount of the Susquehanna County Industrial

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Development Authority Tax-Exempt Adjustable Mode Industrial Development Revenue Bonds (Stabler Companies Inc. Project) Series of 2005, with the proceeds from a $4.0 million, three year unsecured loan from M&T Bank. To allow for additional short term borrowings as necessary to provide a cushion on the liquidity needs associated with our peak summer season, we amended the second amended and restated credit agreement to increase the total amount of allowable unsecured borrowings to $20.0 million. There is no guarantee that we will be able to successfully obtain the entire allowable $20.0 million available pursuant to this amendment.

Cash Flows

        The following table summarizes our net cash provided by or used by operating activities, investing activities and financing activities and our capital expenditures for fiscal years 2011, 2010 and 2009.

	Fiscal Years Ended									Three Months Ended
	February 28, 2011			February 28, 2010			February 28, 2009			May 31, 2011			May 31, 2010
	(dollars in thousands)
Net Cash Provided by (Used in)
Operating activities	$	47,503		$	58,078		$	23,928		$	(38,697	)	$	(17,973	)
Investing activities		(31,549	)		(24,374	)		(26,145	)		(19,926	)		(8,847	)
Financing activities		(6,698	)		(39,438	)		12,339			50,245			32,573
Cash paid for capital expenditures		(31,777	)		(24,331	)		(28,263	)		(12,830	)		(8,951	)

Operating Activities

        Net cash used in operating activities increased $20.7 million, to $38.7 million in the three months ended May 31, 2011 compared to $18.0 million in the three months ended May 31, 2010. The cash used in operating activities increased primarily as the result of lower net income for the three months ended May 31, 2011, lower accounts payable balances, and increased inventory balances, which has been partially offset by a smaller change in accounts receivable as compared to the three months ended May 31, 2010. The changes in operating cash flows have been driven primarily as a result of a slower start in the construction season due to poor weather conditions. The slower start has contributed to a decrease in overall purchases affecting accounts payable and an increase in raw materials, primarily liquid asphalt.

        Net cash provided by operating activities decreased $10.6 million, to $47.5 million in fiscal year 2011 compared to $58.1 million in fiscal year 2010. The decrease in cash provided by operating activities was primarily the result of a net loss for fiscal year 2011 as compared to net income in fiscal year 2010.

        Net cash provided by operating activities increased $34.2 million, or 143.1%, to $58.1 million in fiscal year 2010 compared to $23.9 million in fiscal year 2009. The increase from fiscal year 2009 to fiscal year 2010 was primarily the result of the payment of $17.1 million of acquisition related liabilities in fiscal year 2009 related to the Stabler acquisition. Increases in other accruals principally accounted for the remaining increase in net cash provided by operating activities.

Investing Activities

        Net cash used in our investing activities increased $11.1 million to $19.9 million in the three months ended May 31, 2011 compared to $8.8 million in the three months ended May 31, 2010. Net cash used in investing activities in the three months ended May 31, 2011 included the commitment of $8.8 million of cash collateral related to our captive insurance arrangement.

        Net cash used in our investing activities increased $7.1 million to $31.5 million in fiscal year 2011 compared to $24.4 million in fiscal year 2010. Net cash used in investing activities for fiscal year 2011

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included cash capital expenditures of $31.8 million, an increase of $7.5 million compared to cash capital expenditures of $24.3 million for fiscal year 2010. The increase in cash used related to capital expenditures was partially offset by $2.2 million of cash received for the sale of property, plant and equipment.

        Net cash used in our investing activities decreased $1.7 million, or 6.5%, to $24.4 million in fiscal year 2010 compared to $26.1 million in fiscal year 2009. Net cash used in investing activities in fiscal year 2010 included capital expenditures of $24.3 million. This was partially offset by the receipt of proceeds from the sale of certain property and equipment of $1.3 million. Net cash used in investing activities in fiscal year 2009 included capital expenditures of $28.3 million, partially offset by the receipt of proceeds from the sale of certain property and equipment of $2.4 million.

Financing Activities

        Net cash provided by financing activities increased $17.6 million to $50.2 million in the three months ended May 31, 2011 compared to $32.6 million in the three months ended May 31, 2010. Net cash provided by our financing activities in the three months ended May 31, 2011 included net borrowings of $56.4 million under our revolving credit facility, and other borrowings of $4.0 million, offset by $9.0 million of payments. The additional borrowings of $13.6 million, excluding the $4.0 million refinancing, compared to the prior year can primarily be attributed to increased purchases of plant, property and equipment and the timing and amount of interest payments. Capital expenditures increased approximately $3.8 million as compared to the prior year. The cash payment for interest related to the $250 million in notes was paid on March 1, 2011 as compared to quarterly payments for interest under the second amended and restated credit agreement.

        Net cash used in financing activities decreased $32.7 million to $6.7 million for fiscal year 2011 compared to $39.4 million in fiscal year 2010. Net cash used in our financing activities in fiscal year 2011 included $250.0 million of proceeds from the issuance of the notes and net repayments of $20.9 million under our revolving credit facility.

        From the proceeds of the notes, we repaid our second lien loan in full for $85.0 million, and repaid our term loan A, term loan B and revolving credit facility in amounts equal to $64.9 million, $50.1 million, and $43.5 million, respectively. We also paid debt issuance costs of approximately $8.3 million related to the issuance of the notes and $1.7 million related to loan amendments of the second amended and restated credit agreement.

        Net cash used in financing activities was $39.4 million in fiscal year 2010 compared to $12.3 million of net cash provided by financing activities in fiscal year 2009. Net cash used in our financing activities in fiscal year 2010 included net borrowings of $11.1 million under our revolving credit facility and the repayment of $57.2 million of outstanding indebtedness. Net cash provided by our financing activities in fiscal year 2009 included net borrowings of $32.5 million under our revolving credit facility and the repayment of $18.9 million of outstanding indebtedness.

Capital Expenditures

        Cash capital expenditures increased $3.8 million to $12.8 million in the three months ended May 31, 2011 compared to $9.0 million in the three months ended May 31, 2010. Capital spending related to existing manufacturing and other plant related equipment accounting for the majority of the increase. Additionally, we had approximately $0.8 million of capitalized software costs during the quarter. As a result of the amendment to our second amended and restated credit agreement on August 26, 2011, we are limited to $30.0 million in capital expenditures for the fiscal year. Total cash and noncash capital expenditures were $13.8 million and $10.8 million as of May 31, 2011 and 2010, respectively.

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        Capital expenditures increased $14.3 million to $39.4 million in fiscal year 2011 compared to $25.1 million in fiscal year 2010. The increase is primarily attributable to the acquisition of land and buildings of $1.2 million, manufacturing plant enhancements of $4.8 million and approximately $3.9 million of various large equipment purchases. The remaining increase of $4.4 million was related to existing manufacturing and other plant related equipment. We expect that we will incur approximately $25.0 million in capital expenditures for fiscal year 2012, which we expect to fund through our cash and cash equivalents, cash from operations, outside financing and available borrowings under our credit facilities. Under our recently amended second amended and restated credit agreement, we have agreed to limit capital expenditures to no more than $30.0 million annually.

Our Indebtedness

Senior Notes Due 2018

        In August 2010, we sold $250.0 million aggregate principal amount of our old notes at par. The old notes bear interest at 11% per annum payable semi-annually in cash in arrears on March 1 and September 1 of each year. The old notes will mature on September 1, 2018. The old notes are guaranteed, on a joint and several basis, by all of our existing and future domestic subsidiaries, with the exception of certain subsidiaries. The exchange notes will be initially guaranteed, on a senior unsecured basis, by each of our subsidiaries that guarantee payment by us of any indebtedness under our senior secured credit facilities and the old notes. The old notes and guarantees thereof are, and the exchange notes and guarantees thereof will, rank (i) equally in right of payment with all of our and the guarantors' existing and future unsubordinated debt; (ii) senior in right of payment to all of our and the guarantors' existing and future subordinated debt; (iii) effectively junior in right of payment to the debt outstanding under our secured obligations, including under our senior secured credit facilities, to the extent of the value of the assets securing such debt, and effectively junior to the secured obligations of the guarantors, including their guarantees of the senior secured credit facilities, to the extent of the value of the guarantors' assets securing such obligations; and (iv) effectively junior to any debt of our non-guarantor subsidiaries.

        We used the net proceeds to repay our existing $85.0 million second lien loan in full and our other senior facilities in part. In connection with the issuance of the notes, we incurred approximately $8.3 million of costs, which were deferred and are being amortized on the effective interest method over the term of the notes.

        Because of our delay in filing this registration statement, pursuant to the terms of our registration rights agreement for the old notes, we incurred additional interest under the old notes of approximately $0.02 million to the date of filing of this registration statement.

First Lien Term Loans A & B and First Lien Revolving Credit Facility

        We currently have in place a second amended and restated credit agreement providing for first lien term loans and a first lien revolving credit facility. Our revolving credit facility provides financing up to $135.0 million. Indebtedness under our first lien credit facilities is guaranteed by certain of our subsidiaries and secured by first priority liens on substantially all of our assets, including appraised real estate, mineral rights, and fixed assets.

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        As of May 31, 2011, the aggregate outstanding principal balance of our first lien term loan A ("term loan A") and first lien term loan B ("term loan B") and first lien revolving credit facility ("revolving credit facility") was $260.7 million. The balance of term loan A and term loan B was $83.3 million and $67.8 million respectively, and borrowings under our revolving credit facility were $109.5 million with an additional $25.5 million available as of May 31, 2011. Availability under our revolving credit facility is restricted to a borrowing base equal to the sum of 85.0% of eligible accounts receivable excluding those over 120 days and 60.0% of eligible inventory. The amount available under this calculation changes in line with the seasonality of our business. The maximum borrowing base at May 31, 2011 was $174.4 million. The borrowing base peaks around August each year with a low point at the end of the beginning of the first quarter. The revolving credit facility terminates on January 11, 2013 and each of our first lien term loans matures on January 10, 2014.

        The interest rates for term loan A and term loan B borrowings as well as for loans made under the revolving credit facility are calculated in accordance with the terms of the second amended and restated credit agreement and vary from time to time based on selections made as a result of changes in underlying reference interest rates. The interest rate options for loans under the revolving credit facility, term loan A and term loan B depend on our total leverage ratio. Our weighted average interest rate for the term loan A, term loan B and revolving credit facility was 4.6% and 4.7% as of May 31, 2011 and February 28, 2010, respectively.

        Our term loan A will amortize in quarterly installments in an amount approximately equal to $1.75 million per quarter during fiscal year 2012, $2.0 million per quarter during fiscal year 2013, and $2.5 million per quarter for the first three fiscal quarters of fiscal year 2014. Our term loan B will amortize in quarterly installments in an amount approximately equal to $0.2 million per quarter through the fiscal quarter ended November 30, 2013.

        Certain of our direct and indirect subsidiaries, guarantee all of our obligations under the senior secured credit facilities. Our obligations and the obligations of the guarantors under the senior secured credit facilities are secured by substantially all of our assets and those of our subsidiary guarantors.

        Our second amended and restated credit agreement includes covenants that restrict various aspects of our business and operations, including our ability to make capital expenditures, incur operating lease expense, incur additional indebtedness, incur liens, make loans, investments or acquisitions, make distributions on our capital stock or payments on subordinated indebtedness, enter into mergers or dispose of assets, or enter into a transaction which would constitute a change in control.

        Under our second amended and restated credit agreement, we are required to meet certain financial covenants, including maintaining certain leverage and coverage ratios, minimum net worth requirements and capital expenditure and lease payment limitations. The second amended and restated credit agreement also includes subjective acceleration clauses which allow the lenders to declare amounts outstanding under the financing arrangements due and payable if a Material Adverse Change, as defined in our second amended and restated credit agreement, occurs.

        On May 18, 2011, we amended the second amended and restated credit agreement to change the way that the fixed charge coverage ratio is calculated and to provide greater cushion under our financial covenants. Under this amendment, we effectively reduced our fixed charge coverage ratio covenant to at least 1.05 to 1 through August 31, 2012 and 1.10 to 1 thereafter. We rendered it easier to satisfy our total leverage covenant (as described below) by increasing the relevant ratios to no more than 5.50 to 1.00 through May 31, 2011, 5.90 to 1.00 through August 31, 2011, 5.60 to 1.00 through May 31, 2012 and 5.50 to 1.00 thereafter. Under this amendment we also agreed to limit capital expenditures to a maximum of $25.0 million per year. Our total leverage ratio for any relevant period is defined as the ratio of "Average Indebtedness" for that period to "EBITDAR" for that period. "Average Indebtedness" for any period means, (a) with respect to revolving loans, (i) the average daily outstanding principal amount of our revolving loans during such period less (ii) if such period ends within twelve months of August 18, 2010, $43,500,000 and, (b) with respect to all other indebtedness, the outstanding principal amount of such indebtedness (or the equivalent amount for lease obligations)

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at the end of such period. "EBITDAR" for any period means net income (as defined in the second amended and restated credit agreement) plus the sum of the following (to the extent deducted in the computation of such net income and without duplication): (a) depreciation expense and cost depletion; (b) amortization expense; (c) interest expense; (d) the sum (without duplication) of all taxes payable by us and our subsidiaries and restricted payments permitted in respect of taxes to our shareholders (but, if there is a net tax benefit, such tax benefit shall be deducted from net income in calculating EBITDAR); and (e) all expenses relating to synthetic leases and operating leases. In addition to these primary categories, there are other miscellaneous additions to EBITDAR, such as certain non-recurring and other operating expenses. This calculation is defined and calculated in accordance with the second amended and restated credit agreement. As of February 28, 2011 and May 31, 2011, we complied with all of our covenant requirements of the second amended and restated credit agreement as amended through each applicable date.

        On July 18, 2011, we amended our second amended and rested credit agreement to increase the allowable amount of unsecured loans from $8.0 million to $20.0 million.

        On August 26, 2011, we entered into the eleventh amendment to our second amended and restated credit agreement. The eleventh amendment allows for additional secured borrowings under a new secured credit facility of up to $20.0 million, increased the leverage covenant from 5.60 to 1.00 to 5.90 to 1.00 through maturity, increased the amount of annual capital expenditures from $25.0 million to $30.0 million and increased the aggregate principal amount of outstanding revolving credit borrowings allowable during the clean down period from $75.0 million to $85.0 million. On the same date, we entered into a new $20.0 million credit facility which matures on March 1, 2012, and bears an interest rate of LIBOR plus a 5.0% margin. Additionally, in conjunction with the $20.0 million borrowing, certain properties not previously encumbered were used as collateral.

        We believe that, as amended, our credit facility now gives us sufficient covenant flexibility for at least the upcoming twelve months. In connection with such amendments, we agreed to increased restrictions on our ability to make acquisitions, capital expenditures and dividends or other distributions.

        If our performance does not result in compliance with any of the financial covenants, or if the lenders seek to exercise their rights under the subjective acceleration clause, we would seek to modify our financing arrangements. However, there can be no assurance that the lenders would not exercise their rights and remedies under the second amended and restated credit agreement, including accelerating payment of all outstanding debt.

Land and Equipment Obligations

        We have various notes and mortgages resulting from the purchase of land and equipment. On May 13, 2011, we redeemed $3.8 million representing all of the outstanding principal amount of the Susquehanna County Industrial Development Authority Tax-Exempt Adjustable Mode Industrial Development Revenue Bonds (Stabler Companies Inc. Project) Series of 2005. As of May 31, 2011, these notes and mortgages included: $7.4 million debt financing under industrial development authority bonds with counties in Pennsylvania, $3.8 million outstanding on a three year equipment loan provided by Citizens Bank and other loans with an aggregate outstanding balance of $19.0 million.

        The original issuance of bonds totaled $25.3 million with dates of maturity through May 2022. We maintain irrevocable, transferable letters of credit equal to the approximate carrying value of each bond. Each series of bonds bears interest at a variable rate, subject to conversion to a fixed rate at our option. Each series of industrial development bonds bears interest at a variable rate, subject to conversion to a fixed rate at our option. The effective interest rate on these bonds ranged from ranged from 0.41% to 0.48% as of May 31, 2011. We are subject to annual principal maturities each year which are funded on either a quarterly or monthly basis, depending upon the terms of the original agreement. Our plant and equipment provide collateral under these borrowings and for the letters of

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credit. The loan agreements, letter of credit agreements and other bond documents contain representations, warranties, indemnifications and other covenants.

        The original amount of the loan from Citizens bank was for $8.5 million and the purpose of the borrowing was to fund the acquisition cost of certain equipment, which serves as collateral under the agreement. The Citizens Bank loan is subject to covenants similar to those contained in our second amended and restated credit agreement. We were in compliance with all our covenant requirements under such loan as of May 31, 2011. The effective interest rate for the Citizens Bank loan is approximately 4.5% for fiscal year 2012. The land and equipment acquired using these proceeds serves to collateralize this borrowing.

        We have various other loans secured by mortgages on real property or certain specified equipment. All loans provide for at least annual payments, which include interest up to 10.0% per annum. Generally, all loans are secured by the land and equipment acquired with the proceeds of such financing.

Capital Leases

        We have various arrangements for the lease of machinery and equipment which qualify as capital leases. These arrangements typically provide for monthly payments, some of which include residual value guarantees if we were to terminate the arrangement during certain specified periods of time for each underlying asset under lease. Our capital lease obligation as of May 31, 2011 was $12.3 million.

Debt and Contractual Obligations

        The following table presents, as of February 28, 2011, our obligations and commitments to make future payments under contracts and contingent commitments:

		Payments Due by Period
		Total		2012		2013 -  2014		2015 -  2016		There- after
		(in thousands)
Contractual Obligations
11% Senior Notes due 2018		$	250,000	$	—	$	—	$	—	$	250,000
Senior Secured Credit Facilities:
	Revolving credit facility		53,177		—		53,177		—		—
	Term loan A		85,075		7,006		78,069		—		—
	Term loan B		68,015		701		67,314		—		—
Land and equipment obligations			32,003		8,118		8,378		3,889		11,618
Obligations under capital leases			12,576		4,635		6,725		1,216		—
Interest payments(1)			241,629		41,662		73,474		56,079		70,414
Operating leases			11,903		3,002		5,175		2,645		1,081
Pensions(2)			5,455		498		1,030		1,100		2,827
Purchase commitments(3)			2,419		1,037		867		515		—
Total contractual obligations		$	762,252	$	66,659	$	294,209	$	65,444	$	335,940

(1)

Future interest payments were calculated using the applicable fixed and floating rates charged by our lenders in effect as of February 28, 2011 and may differ from actual results.

(2)

Amounts represent estimated future benefit payments related to our defined benefit plans.

(3)

We have a number of forward contracts for the purchase of fuels and other commodities which contain commitments or obligations as of February 28, 2011. The future payments under these contracts are included here.

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Commitments and Contingencies

        In the normal course of business, we have commitments, lawsuits, claims, and contingent liabilities. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on our consolidated financial position or liquidity.

        We maintain a self-insurance program for workers' compensation (Pennsylvania employees) coverage, which is administered by a third party management company. Our self-insurance retention is limited to $1.0 million per occurrence with the excess covered by workers' compensation excess liability insurance. We are required to maintain a $7.0 million surety bond with the Commonwealth of Pennsylvania. Self-insurance costs are accrued based upon the aggregate of the liability for reported claims and an estimated liability for claims incurred but not reported. We also maintain four self-insurance programs for health coverage with losses limited to $0.3 million per employee. We are required to provide a letter of credit in the amount of $0.9 million to guarantee payment of the portion of our liability coverage.

        We also maintain a captive insurance company, RSIC, for workers' compensation (non-Pennsylvania employees), general liability, auto and property coverage. RSIC entered into a Collateral Trust Agreement with an insurer to eliminate a letter of credit that was required to be maintained to cover the deductible portion of its liability coverages. The total amount of collateral provided in the arrangement was $8.8 million and is recorded on the consolidated balance sheet as part of restricted cash as of May 31, 2011. Reserves for retained losses within this captive, which are recorded in accrued liabilities in the accompanying consolidated balance sheet, were $7.2 million as of May 31, 2011. Exposures for periods prior to the inception of the captive are covered by pre-existing insurance policies.

Off Balance Sheet Arrangements

        As of May 31, 2011, we had no off-balance sheet arrangements, such as financing or unconsolidated variable interest entities, that either have or are reasonably likely to have a current or future material effect on our results of operations, financial position, liquidity, capital expenditures or capital resources.

Quantitative and Qualitative Disclosures About Market Risk

        We have exposure to financial market risks, including changes in commodity prices, interest rates and other relevant market prices.

Commodity Price Risk

        We are subject to commodity price risk with respect to price changes in energy, including fossil fuels and electricity for concrete production, natural gas for hot mix asphalt production and diesel fuel for distribution and production related vehicles. We attempt to limit our exposure to changes in commodity prices by putting sales price escalators in place for most public contracts, and we aggressively seek to obtain escalators on private and commercial contracts.

Interest Rate Risk

        We are subject to interest rate risk in connection with borrowings under our senior secured credit facilities and other variable rate debt. As of May 31, 2011, we have $151.2 million indebtedness outstanding under the term loan A and term loan B, and up to $135.0 million of potential borrowings ($109.5 million outstanding as of May 31, 2011) under our second amended and restated credit agreement, in each case subject to variable interest rates. Each change of 0.125% in interest rates would result in an approximate $0.7 million change in our annual interest expense in total on our borrowings under our term loan A, term loan B and our revolving credit facility (assuming the entire $135.0 million was outstanding under our revolving credit facility). Any debt we incur in the future could also bear interest at floating rates. Additionally, if we fail to file a registration statement within the time provided by the indenture of the notes the interest rate on the notes will pay up to an

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additional 1.0% per annum until such registration is completed or the notes are redeemed. The 1.0% increase in interest rate on the $250.0 million notes would result in an increased interest expense of $2.5 million annually.

Inflation Risk

        Overall inflation rates in recent years have not been a significant factor in our revenue or earnings due to our ability to recover increasing costs by obtaining higher prices for our products through sale price escalators in place for most public sector contracts. Inflation risk varies with the level of activity in the construction industry, the number, size and strength of competitors and the availability of products to supply a local market.

Critical Accounting Policies and Significant Judgments and Estimates

        Our management's discussion and analysis of our financial condition and results of operations is based on our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period.

        On an ongoing basis, management evaluates its estimates, including those related to revenue recognition, allowance for doubtful accounts, inventories, product warranties, taxes, and goodwill and intangible assets. We base our estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances. We base our estimates and judgments on historical experience and on various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. For a detailed discussion of significant accounting policies that may involve a higher degree of judgment or complexity, refer to "Summary of Significant Accounting Policies" as reported in our notes to our financial statements for the fiscal year ended February 28, 2011 and unaudited quarterly financial statements for the period ended May 31, 2011 filed herewith. There have been no changes in our critical accounting policies and estimates from our February 28, 2011 financial statements and May 31, 2011 financial statements.

Revenue Recognition

        We record revenue on long-term highway construction contracts on the basis of the percentage-of-completion of individual contracts under the units-of-work performed method determined using engineering estimates. Provisions for estimated losses on contracts are recorded when identified. As contracts extend over one or more years, revisions in cost and profit estimates during the course of the work are reflected in the accounting period in which revisions become known.

        Costs and estimated earnings in excess of billings on uncompleted contracts represent the excess of contract revenue recognized to date on the percentage-of-completion method over billings to date. Billings in excess of costs and estimated earnings on uncompleted contracts represent the excess of billings to date over the amount of revenue recognized to date on the percentage-of-completion method. Such amounts as of May 31, 2011 were not significant and are included in accounts receivable and accrued liabilities on the consolidated balance sheet at that date.

        We account for custom built concrete products under the units-of-production method. Under this method, the revenue is recognized as the units are produced under firm contracts. The initial costs incurred for agreements with no production and the cost of raw materials for uncompleted units are reported in inventory.

        We recognize revenue on the sale of construction materials and concrete products, other than custom built concrete products, after they are shipped and the customer takes title and assumes risk of loss.

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        Our rental contract periods are daily, weekly or monthly and are recognized on a straight-line basis. Revenues from the sale of rental equipment and new equipment are recognized at the time of delivery to, or pick-up by, the customer. Sales of contractor supplies are also recognized at the time of delivery to, or pick-up by, the customer.

        Our other revenue consists of sales of miscellaneous materials, scrap, and other products that do not fall into our other primary lines of business. We generally recognize revenue when the risk of ownership passes to the customer, the price is fixed or determinable and collection is reasonably assured.

Goodwill and Goodwill Impairment

        Goodwill is tested for impairment on an annual basis or more frequently whenever events or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The impairment test for goodwill is a two-step process. Under the first step, the fair value of the reporting unit is compared with its carrying value. If the fair value of the reporting unit is less than its carrying value, an indication of impairment exists and the reporting unit must perform step two of the impairment test. Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit's goodwill over the implied fair value of that goodwill. The implied fair value is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation. If the fair value of the reporting unit exceeds its carrying value, step two does not need to be performed.

        The carrying value of each reporting unit is determined by assigning assets and liabilities, including goodwill, to those reporting units as of the measurement date. We use significant judgment in determining the most appropriate method to estimate the fair values of each of our reporting units. We estimate the fair values of the reporting units by considering the indicated fair values derived from both an income approach, which involves discounting estimated future cash flows, and a market approach, which involves the application of revenue and earnings multiples of comparable companies.

        We complete a discounted future cash flow model for each reporting unit based upon projected earnings before interest and taxes ("EBIT"). Under this approach, we calculate the fair value of each reporting unit based on the present value of estimated future cash flow. In applying the discounted cash flow methodology, we rely on a number of factors, including future business plans, actual and forecasted operating results, and market data. The significant assumptions in our discounted cash flow models include our estimate of future profitability, revenue growth rates, capital requirements, and the discount rate. The profitability estimates used were derived from internal operating budgets and forecasts for long-term demand and pricing in our industry and markets. Any changes in key assumptions or management judgment with respect to a reporting unit or its prospects, which may result from a change in market conditions, market trends, interest rates or other factors outside of our control, or significant underperformance relative to historical or projected future operating results, could result in a significantly different estimate of the fair value of our reporting units, which could result in an impairment charge in the future. The discount rates utilized reflect market-based estimates of capital costs and discount rates adjusted for management's assessment of a market participant's view with respect to other risks associated with the projected cash flows and overall size of the individual reporting units. Our estimates are based upon assumptions we believe to be reasonable, but which by nature are uncertain and unpredictable.

        We then supplement this analysis by also calculating a fair value of the reporting unit utilizing EBIT market multiples applicable to our industry and peer group, the data for which we develop internally and through third-party sources. If there is sufficient depth and availability of market comparables we will take a weighted average approach of the two methods in calculating the fair value of a reporting unit. The weighting of these methods is subjective and based upon our judgment and our historical approach to calculating the fair value of a reporting unit.

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        Our annual goodwill impairment analysis takes place as of fiscal year-end and for 2011 did not result in any impairment loss. In order to evaluate the sensitivity of the fair value calculations of our goodwill impairment test, we applied a hypothetical 5% decrease to the fair values of each reporting unit. The hypothetical decrease would cause one reporting unit with approximately $5.8 million of goodwill to potentially be impaired. Accordingly, small changes in future earnings, interest rates, market trends and cash flows would likely lead to a goodwill impairment charge as the fair value of this reporting unit exceeds its carrying value by approximately 1%. The fair value of the remaining reporting units exceeded their carrying value by a substantial margin.

Claims Including Self-Insurance

        We are self-insured for workers' compensation and health coverage, subject to specific retention levels. Self-insurance costs are accrued based upon the aggregate of the liability for reported claims and an estimated liability for claims incurred but not reported.

Income Taxes

        Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized. We established provisions for income taxes when, despite the belief that tax positions are fully supportable, there remain certain positions that do not meet the minimum probability threshold, as defined by the applicable accounting guidance, which is a tax position that is more likely than not to be sustained upon examination by the applicable taxing authority. In the normal course of business, we and our subsidiaries are examined by various federal, state and foreign tax authorities. We regularly assess the potential outcomes of these examinations and any future examinations for the current or prior fiscal years in determining the adequacy of the provision for income taxes. Interest accrued related to unrecognized tax benefits and income tax related penalties are both included as a component of the provision for taxes and adjust the income tax provision, the current tax liability and deferred taxes in the period of which the facts that give rise to a revision become known.

Impairment of Long-Lived Assets

        Long-lived assets, such as property, plant and equipment, and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset group to estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying amount of an asset group exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount exceeds the fair value of the asset group. During fiscal year 2011, fiscal year 2010, and fiscal year 2009, we determined no impairment charge was necessary.

Recently Issued Accounting Standards

        In January 2010, the FASB issued ASU 2010-06 "Fair Value Measurements and Disclosures—Improving Disclosures about Fair Value Measurements" (ASU 2010-06). This guidance requires new disclosures surrounding transfers in and out of level 1 or 2 in the fair value hierarchy and also requires that in the reconciliation of level 3 inputs, the entity should report separately information on purchases, sales, issuances or settlements. The increased disclosures should be reported for each class of assets or liabilities. ASU 2010-06 also clarifies existing disclosures for the level of disaggregating, disclosures about valuation techniques and inputs used to determine level 2 or 3 fair value measurements and

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include conforming amendments to the guidance on employers' disclosures about postretirement benefit plan assets. ASU 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009 except for the disclosures about purchases, sales, issuances or settlements in the roll forward activity for level 3 fair value measurements which are effective for interim and annual periods beginning after December 15, 2010. The adoption of ASU 2010-06 did not have a material effect on the Company's condensed consolidated financial statements.

        On December 17, 2010, the FASB issued ASU 2010-28, which (1) does not prescribe a specific method of calculating the carrying value of a reporting unit in the performance of step 1 of the goodwill impairment test and (2) requires entities with a zero or negative carrying value to assess, considering qualitative factors such as those listed in ASC 350-20-35-30 (these factors are not all-inclusive), whether it is more likely than not that a goodwill impairment exists (confirming this aspect of the consensus-for-exposure). If an entity concludes that it is more likely than not that goodwill impairment exists, the entity must perform step 2 of the goodwill impairment test. The Company is still considering the impact of this guidance on the consolidated financial statements; however the Company does not expect this guidance to have a material impact on the consolidated financial statements.

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BUSINESS

Overview

        We are a leading privately held, vertically integrated construction materials supplier and heavy/highway construction contractor in Pennsylvania and western New York and a national traffic safety services and equipment provider. Founded in 1924, we are one of the top 15 construction aggregates producers and top 30 heavy contractors in the United States, according to industry surveys.

        We operate in three segments based upon the nature of our products and services: construction materials, heavy/highway construction and traffic safety services and equipment. Our construction materials operations are comprised of: aggregate production, including crushed stone and construction sand and gravel; hot mix asphalt production; ready mixed concrete production; and the production of concrete products, including precast/prestressed structural concrete components and masonry blocks. Another of our core businesses, heavy/highway construction, includes heavy construction, blacktop paving and other site preparation services. Our heavy/highway construction operations are primarily supplied with construction materials from our construction materials operation. Our third core business, traffic safety services and equipment, consists primarily of sales and leasing of general and specialty traffic control and work zone safety equipment and devices to industrial construction end-users.

        Our core businesses operate primarily in Pennsylvania and western New York, except for our traffic safety services and equipment business, which maintains a national sales network for our traffic safety equipment and provides traffic maintenance and protection services primarily in the eastern United States.

        Our revenue is derived from multiple end-use markets, including highway construction and maintenance, residential and non-residential construction and energy production, including the coal and natural gas industries. We believe we are the only heavy/highway contractor in Pennsylvania with the diversity of construction materials and services that we offer. As a result, we are able to meet a wide range of customer requirements on a local scale. A significant portion of our revenues, both through direct and indirect sales, are generated from PennDOT, the Pennsylvania Turnpike Commission, the New York State Thruway Authority and other agencies in the Commonwealth of Pennsylvania.

        Through four generations of family management, we have grown both organically and by acquisitions and now operate 53 quarries and sand deposits, 32 hot mix asphalt plants, 20 fixed and portable ready mixed concrete plants, four concrete products production plants, three lime distribution centers and seven construction supply centers. Our traffic safety services and equipment business operates five manufacturing facilities and has sales facilities throughout the continental United States. We believe our extensive operating history and industry expertise, combined with strategically located operations and substantial aggregate reserves throughout Pennsylvania and western New York, enable us to be a low-cost supplier, as well as an operator with an established execution track record.

Our Markets

        Our vertically integrated construction materials and heavy/highway construction businesses operate in competitive regional markets. Many of our contracts are awarded based on a "sealed bid" process, which dictates that the lowest price bidder must be chosen. This dynamic forces us to compete against major, national suppliers and smaller, local operators. We believe that our extensive operational footprint and local market knowledge allow us to bid effectively on jobs, to obtain a unique understanding of our customers' evolving needs and, most critically, to maintain favorable positions in the markets for our products and services, enabling us to submit lower price bids while maintaining our profitability.

        We maintain strategically located construction materials operations across Pennsylvania and western New York. We also provide heavy/highway construction services, primarily in Pennsylvania and, to a lesser degree, into Maryland, West Virginia and Virginia. We operate traffic safety equipment

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manufacturing facilities and sell these products across the United States and we provide maintenance and traffic protection services primarily in the eastern United States.

Pennsylvania and Western New York

        We operate primarily throughout Pennsylvania and western New York. The geography and natural resources of this area contribute to this region being one of the largest consumers of construction aggregates in the United States.

        Pennsylvania, which was the third largest producer of aggregates and the second largest producer of crushed stone in the United States as of the fourth quarter of 2010, is located between the major consumer markets of the eastern United States and the large agricultural and industrial regions of the midwestern United States, with an extensive and heavily utilized interstate system connecting the two. In addition, the state has a widely dispersed and dense rural population that requires approximately 121,000 miles of paved roads throughout the state that must be maintained on a regular basis. A high percentage of the state's roads are built in frost susceptible areas which, when subject to the typical freeze-thaw cycles of Pennsylvania's climate, create excess pavement stresses, deformation and surface degradation, all requiring road maintenance.

        The Appalachian ridge, located in the central part of the state and close to many of our facilities, contains expansive coal strip mining production and Marcellus Shale's gas well drilling and pipeline expansion, all of which require extensive road networks, and related road maintenance, that provide an additional market for our construction materials and heavy/highway construction. This same area has been the site of recent wind farm expansion. The construction of wind farms and the associated power generation facilities consume substantial amounts of aggregates and ready mixed concrete.

        The geography and natural resources of Pennsylvania, western New York and the surrounding states provide a robust market for our product offerings. Geographically, the locations of our quarries allow us to reach a large market area in Pennsylvania and the western part of New York. Our highway construction division can perform work throughout Pennsylvania and is able to respond to this market with aggregates, concrete, blacktop paving and highway construction services. Furthermore, our geographically diverse facilities are situated to maximize the consumption trends in this region. The higher growth areas of eastern Pennsylvania have slowed during the recession. Conversely, our western and central Pennsylvania and New York locations are focused on the less cyclical core highway maintenance and heavy/highway construction, as well as the more stable residential and agricultural needs in these areas.

Public Sector

        Public sector construction includes spending by federal, state and local governments for highways, bridges and airports, as well as other infrastructure construction for sewer and waste disposal systems, water supply systems, dams, reservoirs and other public construction projects. Generally, public sector construction spending is more stable than private sector construction. Public sector spending is less sensitive to interest rates and often is supported by multi-year legislation and programs. A significant portion of our revenue is from public highway construction projects. As a result, the funding for public highway construction significantly impacts our market.

        The level of state spending on infrastructure varies across the United States and depends on the needs and economies of individual states. However, a large part of any state's public expenditure on transportation infrastructure is a factor of the amount of federal funds it receives for such purposes. During its fiscal year ended June 30, 2010, PennDOT spent approximately $6.5 billion on transportation projects and administration, which includes its federal funds allocation. For its fiscal year ended June 30, 2011, PennDOT has $6.5 billion available to spend on transportation projects and administration and has proposed a budget of $6.3 billion for the next fiscal year. In addition, the Pennsylvania Turnpike Commission, the roads of which are located near many of our facilities, receives

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toll revenue less susceptible to variations in state funding which it utilizes for its maintenance and construction operations. In its fiscal year 2011, the Pennsylvania Turnpike Commission budgeted approximately $420.0 million for construction and maintenance. The New York Thruway, also in our market area, is a toll road with dedicated funding outside of the New York Department of Transportation.

Private Sector

        This market includes both non-residential and residential construction and is more cyclical than public construction.

        Private non-residential construction includes a wide array of project types. Overall demand in private non-residential construction is generally driven by job growth, vacancy rates, private infrastructure needs and demographic trends. The growth of the private workforce creates a demand for offices, hotels and restaurants. Likewise, population growth generates demand for stores, shopping centers, warehouses and parking decks as well as hospitals, schools and entertainment facilities. Large industrial projects, such as a new manufacturing facility, can increase the need for other manufacturing plants to supply parts and assemblies, as well as the need for additional residential construction. Construction activity in this end-market is influenced by the ability to finance a project and the cost of such financing.

        The majority of residential construction is for single-family houses with the remainder consisting of multi-family construction (i.e., two family houses, apartment buildings and condominiums). Public housing comprises a small portion of housing demand. Construction activity in this end-market is influenced by the cost and availability of mortgage financing. Demand for our products generally occurs early in the infrastructure phase of subdivision development and residential construction, and later as part of driveways or parking lots.

        United States housing starts peaked in 2005 at just over 2.0 million units. During 2007, 2008 and 2009, single family housing starts declined approximately 29%, 41% and 29%, respectively, but have increased approximately 6% in 2010, according to the National Association of Homebuilders. The housing starts in the Pennsylvania market in which we operate had a similar decline and rebound. Multi-family starts have remained weak. According to HUD, in March 2011, privately-owned housing starts were approximately 13.4% below the March 2010 rate. HUD also disclosed that single-family housing starts in March were 7.7% above HUD's revised February estimate. We believe lower home prices and attractive mortgage interest rates are positive factors that should continue to impact single-family housing construction in 2011 and beyond.

        Consistent with past cycles of private sector construction, private non-residential construction remained strong after residential construction peaked in 2005. However, in late 2007, contract awards for non-residential buildings in the United States peaked. By 2009, contract awards for non-residential construction had declined more than 60% from the prior year.

Our Competitive Strengths

        The following characteristics provide us with competitive advantages relative to others that operate in our markets. While our competitors may possess one or more of these strengths, we believe we are a leader in our markets because of our full complement of these attributes. Our strengths include:

Leading Market Positions

        We are one of the top 15 construction aggregates producers and top 30 heavy contractors in the United States, according to industry surveys. These leading market positions are driven by our regionally focused operational footprint, which facilitates efficient, low-cost product delivery and responsiveness to customer demands, which are essential to maintaining existing customers and securing new business.

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Vertically Integrated Business Model

        We generate revenue across a spectrum of related products and services. We are able to mine our quarries to extract aggregates that we use to produce ready mixed concrete and hot mix asphalt materials, which may be utilized by our heavy/highway construction business to service end customers. Our vertically integrated business model enables us to operate as a single source provider of materials and construction capabilities, creating cost, convenience and reliability advantages for our customers, while at the same time creating significant cross-marketing opportunities among our interrelated businesses. Our vertical integration model, combined with the breadth of our construction materials offerings, enhances our position as a construction materials supplier and as a bidder on complex multi-discipline construction projects. In instances where we may not win a local construction contract, for example, we may often serve as a subcontractor or significant supplier to the winning bidder, creating additional revenue opportunities.

Favorable Market Fundamentals

        We work extensively for PennDOT and other governmental entities within Pennsylvania which are responsible for the state's roads and highways. Pennsylvania's diversified economy is heavily reliant on the state's approximately 121,000 miles of interstate, state and local roads, and approximately 55,000 bridges. Pennsylvania has the nation's sixth largest gross state product and the nation's fourth largest road network, which serves as a critical highway transportation route connecting midwestern manufacturing centers and the northeast corridor. The Pennsylvania State Transportation Advisory Committee, in its report dated May 2010, identified over $3.0 billion of annual unmet state and local highway and bridge funding needs in excess of currently available funding levels. Pennsylvania's bridges are the fourth oldest in the nation and the state ranked first in 2009 in the number of structurally deficient bridges. We believe our construction materials locations, understanding of various specifications, project management and skilled labor position us to take advantage of these favorable dynamics and enable us to provide competitive bids on most public sector projects in Pennsylvania.

Substantial Reserve Life

        We estimate that we currently own or have under lease approximately 2.1 billion tons of proven and probable aggregate reserves, with an average estimated useful life of 113 years at current production levels. These reserves are located across our market area, creating a balanced distribution of reserves to serve customers across our markets. With our long operating experience and local knowledge, we believe we are highly qualified to efficiently identify and develop new quarry opportunities or quarries that become available for acquisition.

High Barriers to Entry

        We benefit from barriers to entry that affect both potential new market entrants and existing competitors operating within or near our markets. The high weight-to-value ratio of aggregates and concrete products and the time in which hot mix asphalt and ready mixed concrete begin to set limit the efficient distribution range for these products to roughly a one-hour haul time. Our regionally focused operational footprint allows us to maintain lower transportation costs and compete effectively against large and small players in our local markets.

        Quarry and construction operations are inherently asset intensive and require significant investments in land, high-cost equipment and machinery, resulting in significant start-up costs for a new business. We own most of the equipment and machinery used at our facilities, creating an advantage over potential market entrants. The complex regulatory environment and time-consuming permitting process, especially for opening new quarries, add further start-up costs and uncertainty for new market entrants.

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        Our regional focus and local knowledge, acquired through decades of operating experience, enhance our ability to bid effectively and win profitable contracts. We believe our experience allows us to distinguish ourselves from other competitors in this regard.

Experienced and Dedicated Management Team

        Our senior management team includes certain third and fourth generation members of our founding family, the Detwiler family, who have spent a significant portion of their professional careers in the aggregate and heavy construction businesses and are complemented and supported by highly trained and experienced senior managers who came to us through various acquisitions and internal advancement. Our Chairman, Paul Detwiler, Jr., and our Vice Chairman and Chief Executive Officer, Donald Detwiler, have spent their entire careers working at NESL (53 and 46 years, respectively), with Paul's expertise centered on the operation of the plants and quarries and Donald's focused on the heavy/highway construction business. Two of Paul, Jr.'s sons, Paul Detwiler, III and Steven Detwiler, and Donald's son-in-law, James W. Van Buren, hold executive officer positions and serve on our Board of Directors and Executive Committee. Our President and Chief Financial Officer, Paul Detwiler, III, joined us in 1981. Our Executive Vice President and Chief Operating Officer, James W. Van Buren, joined us in 1991. Steven Detwiler joined us in 1990 and currently serves as Senior Vice President-Construction Materials. G. Dennis Wiseman joined us in 1984 and currently serves as our Chief Accounting Officer and Assistant Secretary. The senior management team is complemented and supported by a large number of talented, highly trained and experienced senior managers with an average of approximately 33 years of experience. Our senior management team makes joint decisions on all major operating issues including capital deployments, acquisitions and expansions. Other corporate responsibilities are divided among the senior management group to ensure adequate contingency planning and leadership across all of our business lines and divisions. We continue to focus on succession planning and focus on growing our company management from our internal ranks. Accordingly, we believe our management team has served and will continue to serve a critical role in our growth and profitability. Management remains dedicated to continuing to develop our operations and executing our business strategy as we continue to grow the business. We have management and leadership training programs in place and have trained hundreds of employees over the years so that we are not dependent on the outside market place to fill open positions. Members of the Detwiler family, who control all of the voting equity of NESL, have demonstrated a commitment to continued reinvestment in NESL. With the exception of certain tax-related dividends, we have not issued a dividend to any of our equity holders in 10 years.

Our Business Strategy

        We are focused on growing our sales, profitability and cash flow and strengthening our balance sheet by capitalizing on our competitive strengths, reinvesting in our core businesses and pursuing selective acquisitions in contiguous markets. Key elements of our business strategy include:

Leverage Our Vertically Integrated Business Model

        We generate revenue across a spectrum of related products and services, many of which comprise a vertically integrated business that provides both raw materials and construction services. By maintaining production and cost control over this vertically integrated supply chain, we believe we are better able to serve our customers and be a low-cost supplier. We intend to leverage this vertical integration to continue to minimize our costs, improve our customer service and win profitable new business.

Maintain A Competitive Position in Our Markets

        We are competitive in the areas we serve due to our extensive network of quarries and related operations that facilitate efficient distribution throughout our geographical market area. We believe

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that our vertically integrated model, including our network of operational facilities, as well as our tightly managed costs, project management, safety and educational training, technological improvements and value engineering focus all further drive our low-cost position. We continuously work to exploit new technologies, such as implementing improved global positioning systems to monitor truck delivery activity and increase precision in construction projects. These technological improvements, coupled with our comprehensive employee training program and health and safety training programs and policies, allow us to make optimal use of our employees and equipment, operate safely and lower our insurance claims. Our extensive operating experience allows us to identify value engineering opportunities on certain projects, allowing us to propose enhancements to project specifications which we believe save our customers money and enhance our profitability. The mechanics of the "sealed bid" process that govern many of our contract awards require that we submit a bid that is low enough to win the business, but also includes a margin sufficient to maintain profitability. We will continue to manage our business aggressively to minimize costs to ensure that we are positioned to continue to win competitive, profitable new business in our markets.

Capitalize on Our Strategically Located Operations to Expand Market Share

        We believe our existing operational footprint places us in proximity to some of the strongest market opportunities in the mid-Atlantic and western New York regions. Our proximity to areas of high construction activity, including the extensive Pennsylvania and western New York road networks and the Pennsylvania coal and gas industries, creates attractive revenue opportunities for which we are particularly well positioned relative to both major, national and smaller, local competitors. Our strategically situated construction materials locations create an inherent competitive advantage for us in our markets. We intend to continue to capitalize on these advantages to increase revenues and drive profitability. In those instances where our construction materials locations do not create an inherent competitive advantage, we remain competitive through our local knowledge of required specifications and industry expertise.

Drive Profitable Growth Through Reinvestment and Strategic Acquisitions

        Through over 85 years of operations, we have developed significant experience and expertise in identifying and executing new growth opportunities. We expect to continue to enhance our overall competitive position and customer base by reinvesting in our business. Additionally, we will use our ability to generate cash flow to continue to repay debt and de-leverage our balance sheet so that we are positioned to opportunistically pursue accretive acquisitions of complementary construction materials businesses in contiguous markets that may become available to us. We also anticipate that we will leverage our experience to develop more greenfield quarry locations within or adjacent to our current markets.

Our Industry

        Our core construction materials, heavy/highway construction and traffic safety services and equipment businesses are organized to deliver customers products and services from six interrelated industry sectors:

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aggregates;

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hot mix asphalt;

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ready mixed concrete;

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concrete products;

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heavy/highway construction; and

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traffic safety services and equipment.

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        Competitors in these industries range from small, privately held firms that produce a single product, to multinational corporations that offer a comprehensive suite of construction materials and services, including design, engineering, construction and installation. However, day-to-day execution for construction materials for all competitors remains local or regional in nature based upon typical value-to-weight ratios which limit the distance construction materials can be transported in a cost effective manner.

        Transportation infrastructure projects represent a substantial portion of the overall U.S. infrastructure market. These projects are driven by both state and federal funding programs. The current federal funding program SAFETEA-LU was enacted in August 2005. SAFETEA-LU authorizes funds for the Highway Trust Fund, and these funds, which are allocated to states pursuant to specified formulas, are utilized for the maintenance of highways and roads. On March 4, 2011, SAFETEA-LU was extended through September 30, 2011, which maintained the Highway Trust Fund spending of $42 billion annually. With approximately 121,000 miles of interstate, state and local roads and approximately 55,000 state and local bridges, Pennsylvania currently receives approximately $1.8 billion each year in federal funds for its highway and transit programs.

        Infrastructure funding is also available under the ARRA which was enacted in February 2009. ARRA allocates a portion of funds for transportation purposes as well as for general infrastructure purposes. As of June 30, 2011, Pennsylvania has invested or committed for investment $16.7 billion of the $31.0 billion it received in ARRA funds. Of this amount, approximately $1.1 billion will be invested in transportation infrastructure with approximately $875.7 million already invested at June 30, 2011. We expect some of the remaining ARRA funding to be incorporated into infrastructure, public works and new building projects through 2011.

        In addition to federal funding, highway construction and maintenance funding is also available through state agencies. In Pennsylvania, new highway and bridge construction and maintenance is coordinated by PennDOT. During its fiscal year ended June 30, 2010, PennDOT spent approximately $6.4 billion on transportation projects and administration, which includes its federal funds allocation. For its fiscal year ended June 30, 2011, PennDOT has $6.5 billion available to spend on transportation projects and administration. Typically the federal government funds a portion of PennDOT's annual budget, while Pennsylvania funds the balance through the MLF. MLF funds are mandated per the state constitution to fund expenditures on highways and bridges and may not be reallocated to other state funding needs in the annual budgeting process. The Pennsylvania Turnpike Commission has a budget that is currently separate from PennDOT. The Pennsylvania Turnpike Commission's 2011 fiscal year construction and maintenance budget is approximately $420.0 million.

        PennDOT and the Pennsylvania Turnpike Commission have historically provided consistent demand for construction materials and projects in our markets. In addition, we also bid on purchase order contracts for hot mix asphalt and aggregates supplied directly to PennDOT maintenance districts and municipalities.

Construction Materials

Aggregates

        The aggregates industry generated over $17.5 billion in sales through the production and shipment of 2.0 billion metric tons in 2010 in the United States, according to the USGS. Aggregates include materials such as gravel, crushed stone, limestone and sand, which are primarily incorporated into construction materials, such as hot mix asphalt, cement and ready mixed concrete. Aggregates are also used for various applications and products, such as railroad ballast, filtration, roofing granules and in solutions for snow and ice control. The U.S. aggregate industry is highly fragmented with numerous participants operating in localized markets. The USGS reported that a total of 1,600 companies operating 4,000 quarries and 91 underground mines produced or sold crushed stone in 2010 in the United States.

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        Transportation cost is a major variable in determining aggregate pricing and marketing radius. The cost of transporting aggregate products from the plant to the market often equates to or exceeds the sale price of the product at the plant. As a result of the high transportation costs and the large quantities of bulk material that have to be shipped, finished products are typically marketed locally. High transportation costs are responsible for the wide dispersion of production sites. Where possible, construction material producers maintain operations adjacent to highly populated areas to reduce transportation costs and enhance margins.

        The demand for aggregates is a function of several factors, including transportation infrastructure spending and changes in population density. In the past few years, the recession in the United States has led to a decrease in overall private construction activity. Despite the increase in federal stimulus spending, public construction activity has also suffered a decline over this period. In 2009, the USGS reported that the estimated annual output of crushed stone produced for consumption fell by 23% to 1.1 billion metric tons as a result of the impact of the global economic crisis on the construction industry. According to the same report, annual domestic production of construction sand and gravel in 2009 was approximately 8.4 million metric tons. However, in 2010, the USGS reported that the estimated annual output of crushed stone produced for consumption increased by 2.0% to 1.19 billion metric tons. As the U.S. economy continued to falter, annual output of construction sand and gravel for consumption dropped for the fourth straight year, down by about 2.0%, to nearly 8.2 million metric tons, compared with that of 2009. The demand for construction aggregate is beginning to recover due in part to the increase in total U.S. construction compared with construction in 2009.

        We believe that the long-term growth of the market for aggregates is largely driven by growth in population, jobs and households. While short-term and medium-term demand for aggregates fluctuates with economic cycles, the declines have historically been followed by strong recovery, with each peak establishing a new historical high.

        A significant portion of our aggregates are utilized in heavy/highway construction projects. Highways located in our markets are particularly vulnerable to freeze-thaw conditions that lead to excessive pavement stress and surface degradation conditions. The highway pavement deterioration in our markets is accelerated by the large volume of intrastate and interstate trucking in Pennsylvania given its location between the eastern United States consumer markets and other agricultural and industrial regions of the United States. Surface maintenance repairs, as well as general highway construction and repair, occur in the warmer months. Heavy/highway construction in our target markets tends to be similarly seasonal. As a result, our aggregate business is seasonal in nature as the majority of production and sales occur in the eight months between April and November.

Hot Mix Asphalt

        Hot mix asphalt is the most commonly utilized pavement surface. Hot mix asphalt is produced by mixing asphalt cement and aggregate. The asphalt cement is heated to increase its viscosity and the aggregate is dried to remove moisture from it prior to mixing. Paving and compaction must be performed while the asphalt is sufficiently hot, typically within a one-hour haul from the production facility. In many parts of the country, including the market in which we operate, paving is generally not performed in the winter months because of cold temperatures.

        Asphalt pavement is one of the building blocks of the United States. The United States has more than two million miles of paved roads and highways, 94% of which are surfaced with asphalt.

        The United States has approximately 4,000 asphalt plants. Each year, these plants produce 500 to 550 million tons of asphalt pavement material worth in excess of $30 billion. The industry supports employment for more than 0.3 million workers in the United States. Asphalt pavement material is a precisely engineered product composed of approximately 95% stone, sand and gravel by weight, and approximately 5% asphalt cement, a petroleum product. Asphalt cement acts as the glue to hold the pavement together.

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        Asphalt is the United States' most recycled material. Reclaimed asphalt pavement is reusable as an aggregate mixture. In addition, the asphalt cement in the reclaimed pavement when reheated is reactivated to become an integral part of the new pavement. The recycled asphalt pavement replaces part of the new liquid asphalt cement required for the mixture, thereby reducing costs for asphalt mixtures.

Ready Mixed Concrete

        Demand for ready mixed concrete is driven by its highly versatile end use applications. The ready mixed concrete industry generated approximately $30 billion in sales in 2010 through the shipment of approximately 257 million cubic yards in the United States, according to the National Ready Mixed Concrete Association. Ready mixed concrete is created through the combination of coarse and fine aggregates with water, various chemical admixtures and cement. Given the high weight-to-value ratio, delivery of ready mixed concrete is typically limited to a one-hour haul from a production plant location and is further limited by a 90 minute window in which newly mixed concrete must be poured to maintain quality and desired performance characteristics. Most industry participants produce ready mixed concrete in batch plants and use concrete mixer trucks to deliver the concrete to customers' job sites. Ready mixed concrete, which is poured in place at a construction site, can compete with other precast concrete products and concrete masonry block products.

        According to the National Ready Mixed Concrete Association, it is estimated that that there are over 6,000 ready mixed concrete plants in the United States. The North American ready mixed concrete industry is highly fragmented. Given that the concrete industry has historically consumed approximately 75% of all cement produced annually in the United States, many cement companies choose to be vertically integrated. Additionally, we face competition from precast concrete manufacturers, with over 2,500 manufacturers in the United States.

Concrete Products

        Precast and prestressed concrete products are utilized in highway construction to build bridges and decks and in non-residential construction to build a broad range of large structures such as parking garages, prison cells and sports stadium risers. Precast and prestressed concrete products offer many building advantages, including flexibility in design, speed to completion and low maintenance.

        Masonry blocks are widely used in the construction of buildings, such as foundations, arches and retaining walls. Masonry blocks continue to grow in popularity because of their durability and relative low cost. Most of the companies that produce masonry blocks, such as ours, also produce other concrete-related products, including architectural block, pavers and franchised building systems such as Anchor® Segmental Retaining Walls, which can be manufactured centrally and shipped to the point of installation.

Heavy/Highway Construction

        Heavy/highway construction businesses provide a broad range of transportation and site preparation construction services, including grading and drainage, building bridge structures and concrete and blacktop paving services. While we provide services for a range of projects from driveway construction to the construction of new interstate highways, our business is primarily focused on structures, road construction and maintenance and blacktop/concrete paving. In general, the highway construction industry's growth rate is directly related to federal and state transportation agencies' funding of road, highway and bridge maintenance and construction. While public sector spending for highway construction has increased over the past two years, primarily as a result of federal stimulus money released under the ARRA, the simultaneous decrease in private sector spending has resulted in a contraction of the overall market.

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        In its 2008 report to Congress, the United States Department of Transportation, which we refer to as USDOT, found that current highway expenditures would need to increase by approximately 122% to allow the nation to significantly improve highway conditions and reduce congestion. The federal government is currently examining the future needs of the nation's surface transportation system, including new sources of funding.

        We stand to benefit from the additional federal investments in our core Pennsylvania and western New York markets as municipal, state, and federal agencies represent our largest customer base. We believe we will also benefit from the renewed emphasis on investments in Pennsylvania's transportation and highway systems at the state level. Along with the rest of the country, Pennsylvania has increased its highway construction spending, but it has not kept pace with its growing investment needs. In April 2010, the federal government denied Pennsylvania's plan to toll Interstate 80, which created an immediate decrease of approximately $450.0 million to funding for highways and transit in Pennsylvania's fiscal year 2010.

        The TAC finalized a Transportation Funding Study in May 2010 which concluded that Pennsylvania needs to invest an additional $3.5 billon annually from federal, state and local sources, which investment must grow with inflation, if Pennsylvania is going to upgrade its infrastructure and maintain it in a state of good repair. The recommended funding needs for highways and bridge construction and maintenance in the study for 2010 is $2.6 billion in additional funds for state-owned facilities and $432 million for local government projects. To address these needs, the Pennsylvania government is currently contemplating numerous and varied solutions to fund this shortfall, such as increasing vehicle and driver license fees, removing the cap on the wholesale price of fuel for the Oil Company Franchise Tax and implementing an alternative fuels tax.

Traffic Safety Services and Equipment

        The traffic safety services and equipment industry is comprised of companies that produce, sell and set up traffic safety equipment in the United States. Traffic safety products generally consist of portable products such as message boards, arrow boards and speed awareness monitors, as well as traffic cones, barrels and signs. Demand for traffic safety services and equipment is particularly sensitive to changes in activity in the highway construction end-market. While significant challenges to the traffic safety equipment industry remain due to the recent economic downturn, we believe that the long-term growth prospects for the industry are favorable, given increasingly stringent highway and workplace safety regulations and standards, in addition to an anticipated cyclical recovery in highway spending.

Our Operations

        We operate our construction materials, heavy/highway construction and traffic safety services and equipment businesses through local operations and marketing teams, which work closely with our end customers in the local markets where we operate. We believe that this strong local presence gives us a competitive advantage by keeping our costs low and allows us to obtain a unique understanding for the evolving needs of our customers.

        We have construction material operations across Pennsylvania and western New York. We provide heavy/highway construction services in these markets and, to a lesser degree, Maryland, West Virginia and Virginia. We operate traffic safety equipment manufacturing facilities and sell these products across the United States. Additionally, we provide maintenance and traffic protection services primarily in the eastern United States.

Construction Materials

        We are a leading provider of construction materials in Pennsylvania and western New York. Our construction materials operations are comprised of: aggregate production, including crushed stone and construction sand and gravel; hot mix asphalt production; ready mixed concrete production; and the

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production of concrete products, including precast/prestressed structural concrete components and masonry blocks. We also operate transportation facilities complete with deep water port facilities for bulk cargo storage, railroad transportation and other transportation and distribution at the Port of Buffalo.

        Our largest construction materials customer is our heavy/highway construction operations which are almost wholly supplied with our construction materials. In addition, our other largest customers are PennDOT and the Pennsylvania Turnpike Commission who each accounted for more than 10% of consolidated revenue in fiscal year 2011.

Our Aggregate Operations

Aggregate Products

        We mine limestone, sandstone, dolomite, clay, gravel, white quartzite and other natural resources from 53 quarries and sand deposits throughout Pennsylvania and western New York. Aggregates are produced mainly from blasting hard rock from quarries and then crushing and screening it to various sizes to meet our customers' needs. The production of aggregates also involves the extraction of sand and gravel, which requires less crushing, but still requires screening for different sizes. Aggregate production utilizes capital intensive heavy equipment which includes the use of loaders, large haul trucks, crushers, screens and other heavy equipment at quarries. According to the Aggregates Manager, we were the 12^th largest construction aggregates producer in the United States in 2008. Additionally, according to the USGS, we were the tenth largest crushed stone producer in the United States in 2010.

        Once extracted, the minerals are processed and/or crushed on site into crushed stone, concrete and masonry sand, specialized sand, pulverized lime or agricultural lime. The minerals are processed to meet customer specifications or to meet industry standard sizes. Crushed stone is used in ready mixed concrete, hot mix asphalt, the construction of road base for highways, ditch and pipe bedding, drainage channels, retaining walls and backfill. Our sand products are used in the production of masonry grout, ready mixed concrete and hot mix asphalt as well as sand traps on golf courses, baseball fields and landfill cover. Pulverized limestone is primarily used as an absorbent for sulfur dioxide gases in power generation. Farmers use agricultural lime to reduce the acidity level in soil and enhance crop growth.

        Transportation cost is a major variable in determining aggregate pricing and marketing radius. The cost of transporting aggregate products from the plant to the market often equates to or exceeds the sale price of the products at the plant. As a result of high transportation costs and the large quantities of bulk material that have to be shipped, finished products are typically marketed locally. High transportation costs are responsible for the wide dispersion of production sites. Where possible, construction material producers maintain operations adjacent to highly populated areas to reduce transportation costs and enhance margins. Our operations near Allentown, Pennsylvania are located in a strategic position of the densely populated eastern Pennsylvania corridor and our Buffalo, New York operations are also in an area of high population density.

        However, more recently, rising land values combined with local environmental concerns are forcing production sites to move further away from the end-use locations. Our extensive network of quarries, plants and facilities, located throughout Pennsylvania, New York and Delaware ensures that we have a nearby operation to meet the needs of customers in Pennsylvania, New York, Delaware, Maryland, West Virginia, Virginia and New Jersey.

Aggregate Markets

        The shipping distance from each quarry and the proximity to competitors are key factors that determine the geographic market area for each quarry. Each quarry location is unique in that demand for each product, proximity to competition and truck availability are different. Accordingly, our aggregate customers are generally located within Pennsylvania, Delaware, northern Maryland and western New York.

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Aggregate Reserves

        Through acquisitions of raw land and existing quarries, we have assembled significant operating reserves throughout our geographic market area. We estimate that we currently own or have under lease approximately 2.1 billion tons of proven and probable aggregate reserves, with an average estimated useful life of 113 years at current production levels. See "Our Properties."

Aggregate Sales and Marketing

        Each of our aggregate operations is responsible for the sale and marketing of its aggregate products. The method that each entity employs to sell aggregates is similar and varies by customer type. Standard price lists are developed for each construction season. This list is used to establish a list price and is typically discounted for contractors or special customers. Large orders are quoted to each contractor in a bidding process and pricing is established based on plant and haul costs, plus appropriate margins.

        Most bids to non-governmental agencies are either accepted or negotiated with the end result being a purchase order at a fixed price for a specified amount during a given period of time. Bids submitted directly to a governmental agency generally utilize the low bid process. The low bidder is responsible for providing the material within specifications at a specific location for the bid price. We will also negotiate long-term (greater than one year) supply contract agreements at predetermined prices.

Aggregate Competition

        The U.S. aggregate industry is highly fragmented with numerous participants operating in localized markets. The USGS reported that a total of 1,600 companies operating 4,000 quarries and 91 underground mines produced or sold crushed stone in 2010 in the United States. This fragmentation is a result of the cost of transporting aggregates, which limits producers to a market area within 100 miles of their production facilities.

        Lehigh Hanson Building Materials America, PLC (a unit of Heidelberg Cement Group), Oldcastle, Inc. and Lafarge Corporation are our largest aggregate producer competitors across all of our market areas.

Our Hot Mix Asphalt Operations

Hot Mix Asphalt Products

        Our hot mix asphalt products are produced by heating asphalt cement to increase its viscosity and drying the aggregate to remove moisture from it prior to mixing. Hot mix asphalt consists of approximately 95% stone, sand and gravel by weight, and approximately 5% of asphalt cement that serves as a binder. The aggregates used for our production of these products are generally supplied from internal sources through our construction materials division and through purchases of bitumen from third party suppliers. Since bitumen is a by-product of petroleum refining, the price of this material is aligned with the price of oil. The asphalt and aggregates mixture is heated to a temperature of approximately 300 degrees Fahrenheit. While still hot, the paving mixture is transported by truck to a mechanical spreader where it is placed in a smooth layer and compacted by rollers.

        As part of our vertically integrated structure, we operate 32 hot mix asphalt plants and seven blacktop paving divisions.

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Hot Mix Asphalt Markets

        Each of our hot mix asphalt operations operate independent paving crews that service various markets. Our Pennsylvania hot mix asphalt plants generate the majority of their revenue through sales to our heavy/highway construction division, which then places the material under contract with the owner, typically a governmental agency such as PennDOT or the Pennsylvania Turnpike Commission. Our New York operation does not operate any paving crews, but does sell hot mix asphalt to paving contractors.

        Each hot mix asphalt plant is unique in that demand for hot mix asphalt, proximity to competition, transportation costs and supply of aggregates are different. Most of our hot mix asphalt operations use a combination of company- owned and hired haulers to deliver materials. Hauling costs can range from 10% to 25% of the total cost of the materials. To optimize crew demand and costs, each hot mix asphalt operation has a fleet manager and plant dispatchers. Our New York operations contract for delivery and do not have their own delivery trucks.

        Aggregates are another major factor in the cost of producing hot mix asphalt. In an effort to reduce cost, we have located the majority of our hot mix asphalt plants in our aggregate quarries. This is the most efficient production method because costs associated with transporting the raw materials are minimized. However, we do operate facilities that are not at quarries. These facilities are situated to meet market demand due to the constraint that the hot mix asphalt material can only be in a truck for one hour before it cools too much to compact correctly on the job site.

        The preparation and placement of the hot mix asphalt is also a major cost. Most of our hot mix asphalt operations operate paving crews. The management of these crews is regionalized and is typically located near a plant. We operate seven blacktop paving divisions throughout Pennsylvania, Maryland and West Virginia. In addition to paving crews, each hot mix asphalt operation also operates a number of grading/preparation crews. Depending on project size, we will hire subcontractors or, in certain cases, will utilize our heavy/highway construction division to prepare a site for paving.

        We also generate revenue by selling material freight on board plant or quarry. On many Pennsylvania highway projects, we will quote hot mix asphalt freight on board, or in place to the competition, as well as bid a project directly as the prime contractor.

Hot Mix Asphalt Sales and Marketing

        Hot mix asphalt customers include our own heavy/highway construction, other heavy/highway contractors and state and federal agencies, building contractors and homeowners. Our largest hot mix asphalt customer is PennDOT. Each individual hot mix asphalt operation estimates, markets and performs its own work. The sales and marketing process is divided into two categories: PennDOT and other government projects and private projects. Our hot mix asphalt operations will bid on state, township, county or other governmental entities' projects under the "sealed" bid system. Each project is estimated and quoted to the requesting municipality. This is most often the case for hot mix asphalt put in place, however, some municipalities and DOT maintenance districts have their own paving crews and in those instances, the project is bid freight on board plant or delivered to PennDOT crews.

        Sales to private entities are typically submitted to the owner as a quoted price. Key factors for obtaining sales from private entities are the relationship with the owner or contractor and price. Our sales and estimating staff are responsible for maintaining and enhancing customer relationships and prospecting new customers and projects.

        Our New York hot mix asphalt business is based predominantly on its relationships with paving contractors and pricing projects competitively. It also provides material quotes directly to those government agencies that have their own paving crews.

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Hot Mix Asphalt Competition

        There are approximately 4,000 asphalt plants in the United States, and in each year these plants collectively produce approximately 500 to 550 million tons of asphalt pavement material.

        Our major hot mix asphalt competitors are Lehigh Hanson, Grannas Brothers, Lafarge North America, Inc., Oldcastle, Inc., Hempt Brothers, Inc., Highway Materials Inc., Haines & Kibblehouse, Inc., Independence Construction Materials, Tilcon Highway Materials, JDM Materials Co., Glenn O. Hawbaker, Inc., Barletta Materials & Construction, Inc., and Gernatt Asphalt Products, Inc.

Our Ready Mixed Concrete Operations

Ready Mixed Concrete Products

        We are one of the leading suppliers of ready mixed concrete in Pennsylvania and western New York. We produce ready mixed concrete by blending aggregates, cement, chemical admixtures in various ratios and water at our concrete production plants and placing the resulting product in ready mixed concrete trucks where it is then delivered to our customers. Our construction aggregates region serves as the primary source of the raw materials for our concrete production, functioning essentially as a supplier to our ready mixed concrete operations. Aggregates are a major component in ready mixed concrete, comprising approximately 60%-75% of ready mixed concrete by volume. Our wide variety of mixes, which are certified for use by PennDOT, the New York Department of Transportation and other state and federal agencies, are used in activities ranging from building construction to highway paving.

        We operate 20 fixed and portable ready mixed concrete plants for highway paving and bridge construction.

        Each plant's capacity is determined, to a large degree, by the local plants production capacity and the number of ready mixed concrete trucks dispatched out of each location. However, trucks can be re-routed to accommodate demand fluctuations at a given plant. Currently, we operate a fleet of approximately 186 ready mixed concrete trucks.

Ready Mixed Concrete Markets

        Due to the finite time before concrete hardens, our market area is limited to an approximate one-hour hauling radius around a plant. Portable ready mixed concrete plants allow for an extended marketing area, but are only cost effective for larger projects in excess of 5,000 cubic yards. Our ready mixed concrete customers are generally located within Pennsylvania, northern Maryland and western New York. One of our largest ready mixed concrete customers is our precast concrete products division, which employs ready mixed concrete for the production of structural precast concrete structures such as bridge beams, double tee beams, modular prison cells and stadium risers.

Ready Mixed Concrete Sales and Marketing

        Each of our ready mixed concrete operations is responsible for the sale and marketing of its ready mixed concrete products. The method that each operation employs to sell ready mixed concrete is similar and varies by customer type. Standard price lists are developed for each construction season. This list is used to establish a list price and is typically discounted for contractors or special customers. The majority of direct bids are either accepted or negotiated with the end result being a purchase order at a fixed price for a specified amount during a given period of time. Larger projects with multi-year construction phases have price increases built into the bids.

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Ready Mixed Concrete Competition

        Our major ready mixed concrete competitors are Grannas Brothers, Lafarge North America, Inc., Oldcastle, Inc., Haines & Kibblehouse, Inc., Berks Products and JDM Materials Co.

Our Concrete Products Operations

Our Precast/Prestressed Products Operations

        We produce precast/prestressed concrete components for highway bridges and various commercial structures, including I-beams, box beams, double tee beams, stadium risers, prison cells and wall panels. Each of these products is manufactured pursuant to unique specifications for each particular job. Prestressed concrete units can then be used in the construction of bridges, modular correctional facilities, parking structures and sports facilities. We supplied the components for such projects as PNC Park, Beaver Stadium, Lincoln Financial Field and parking garages for Children's Hospital in Philadelphia and the North Shore Parking Garage in Pittsburgh. Our ready mixed concrete operations supply the high strength mixes used in the precast/prestressed beams, stadium risers, prison cells and wall panels we produce. Our sales staff work with our engineers and production staff to maximize value and reduce overall construction time. Our precast/prestressed manufacturing and sales facility is located in Roaring Spring, Pennsylvania with an additional sales office in Center Valley, Pennsylvania. Our manufacturing facility produces prestressed concrete bridge beams and a number of commercial structural building components.

        Precast/Prestressed Concrete Products Markets

        The two primary factors that influence market size for bridge and commercial products are the distance from our facilities to the project and the proximity of the competition to the project. Our non-residential market area encompasses Pennsylvania, northern Maryland, western New York and New Jersey. Our bridge beam market encompasses Pennsylvania, New York and Maryland. The hauling cost of these products can be quite expensive, in some cases requiring 13 axle tractor-trailers.

        Precast/Prestressed Concrete Products Sales and Marketing

        The sale of bridge beams to contractors is typically based on price and delivery schedule. Most beams are sold to a bridge contractor and integrated into their bridge construction quote. Generally, if we are the low bidder at the time of bid and are able to accommodate the contractor's schedule, the sale will be made.

        In an effort to influence project designs to be compatible with our manufacturing standards and specifications, commercial products are marketed directly to architects and engineers. Once a private project has been designed and bid, the purchase decision/negotiations can extend for months until an owner or general contractor makes a decision and awards the contract. For publicly owned projects, the low bidder is typically awarded the project.

        Precast/Prestressed Concrete Products and Purchasers

        Bridge products include prestressed concrete I-beams, box beams and precast box culverts. The largest purchasers of bridge beams are state departments of transportation, which we refer to as DOTs, through a general contractor or erector. The second largest purchaser are port authorities for airport runways, shipping ports and bridges. Commercial products include parking garages, prison cells and sports stadium risers. Parking garage owners vary from private developers to parking authorities to governmental agencies. Stadiums and prisons are typically owned by a state, county, city or the federal government. We generally sell these products, erected, to a general contractor, but will also contract directly with the owner.

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Our Masonry Block Operations

        We operate our masonry block operation from three facilities located in Pennsylvania. We sell directly to customers within an approximately 60-mile radius of each production facility and indirectly through broker/dealers within an approximately 100-mile radius.

        Masonry Block Markets

        The market for a block plant is dependent upon transportation costs and product mix. The product mix for masonry block has changed considerably over the past 20 years, expanding from a predominately gray block offering to a range of architectural blocks for buildings and landscaping blocks for retaining walls. Architectural blocks are generally colored with a textured outer surface. Many blocks are also produced with a waterproofing feature or an interlocking feature to allow retaining wall construction. New products offer expanded market potential until competition develops a similar product. Although we can produce masonry products in any color, we have a number of standard colors, allowing us to deliver quickly, minimize inventory and reduce wasted customized blocks. This has reduced product lead time and contractor costs, since the contractor can now return any unused blocks.

        Masonry Block Sales and Marketing

        We market directly to architects and designers in an attempt to influence plans to incorporate our product offerings. This marketing strategy provides us with a competitive edge in the sales process because the customer has less flexibility to choose alternative products once our products have been incorporated into the design. In an effort to add greater value to the block package, our Construction Supply Centers will quote a package to the contractors for most of their building supply needs on a project.

        Concrete Products Competition

        Our largest precast/prestressed concrete products competitors include Northeast Prestressed Products, LLC, Bayshore Concrete & Landscaping Materials, Jersey Precast Corp., Oldcastle, Inc., Crider & Shockey, Inc., R.W. Sidley, Inc., Tindle Construction Inc. and United Precast, Inc.

        Our largest masonry block products competitors include Oldcastle, Inc., York Building Products Co., Terre Hill Concrete Products, Fizzano Bros. Concrete Products, Inc. and E.P. Henry Corp.

Our Heavy/Highway Construction Operations

Heavy/Highway Construction

        Our heavy/highway operations are separated into two basic categories: (i) large heavy/highway projects, which are typically complex roadway and bridge rehabilitation or new construction projects that incorporate all or most of our construction operation disciplines, including grading, drainage, paving, structure work and civil engineering and project management, and (ii) private and non-residential blacktop paving projects or small- and mid-size maintenance projects, which are typically less complex roadway and bridge rehabilitation projects and involve minor bridgework, roadway patching and blacktop paving. In addition, we also provide gas and fiber optic line installation and repair services. These combined operations made us the 28th largest heavy contractor in the United States and the eighth largest highway contractor in the United States, according to a survey of contractors and design firms published by the Engineering News Record in September 2010.

        Heavy/highway projects are managed by our contract division located at our New Enterprise, Pennsylvania headquarters. This division manages projects across the state ranging in size from

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approximately $2.0 million to more than $90.0 million, and extending from one to three construction seasons. This division typically manages between 15 to 25 projects at any given time. Our seasoned contract division management team is comprised of project managers, estimators, production supervisors and field superintendents and foremen. These projects may or may not be located near our construction material locations. The construction teams operate competitively both with our construction materials as well as with materials purchased from third parties when the projects are not within the economic reach of our construction materials production facilities.

        Our blacktop paving and maintenance projects are located within the economic shipping radius of our hot mix asphalt plants and quarries as they are generally very highly construction materials-dependent projects. These projects include driveways, parking lots, race tracks and roadways and are typically one construction season in duration, although some of the larger projects may span two seasons. Our blacktop paving and maintenance projects are all bid and managed across our markets through our regional offices. These operations manage projects in their localities, ranging in size from tens of thousands of dollars to upwards of several million dollars. The largest and most construction materials-intense projects can exceed $10.0 million. Collectively, there are hundreds of projects per year ranging from driveways to large maintenance projects that we perform. The number of these projects for governmental agencies typically range from 50 to 100 per year. Management teams for these projects generally consist of salesmen, production supervisors, estimators and field foremen.

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        The following table highlights our largest current construction projects:

Start Date	Original Contract Award	Location	Description
2009	$91.3 million	Westmoreland County PA Turnpike MP 67.59 - 74.59	Reconstruction / Realignment of the Pennsylvania Turnpike, including 12 retaining and sound wall structures (7 miles)
2008	$66.6 million	Fayette County, SR 0043	Grading, structures and paving of three miles of new SR 0043 in Fayette County, Pennsylvania
2011	$49.9 million	Columbia County, I-80	New and reconstruction of bridges over Susquehanna River on Interstate 80
2008	$33.9 million	Westmoreland County, SR 22	Reconstruction / Realignment with new bridge
2011	$17.9 million	Blair County, SR 0099	Concrete patching, blacktop overlay, reconstruction of roadway, structure rehabilitations, drainage and guide rail upgrades
2010	$15.1 million	Fulton County, SR 0070	Reconstruction and blacktop overlay of 15 miles of Interstate 70
2009	$13.9 million	Blair County, SR 0022	Concrete patching, bridge rehabilitation and blacktop overlay of 6.5 miles
2009	$11.3 million	Adams County, SR 0015	Bridge rehabilitation, concrete patching and blacktop paving
2011	$11.3 million	Somerset and Bedford Counties PA Turnpike MP 128.88 - 138.19	Milling and paving ten miles of the Pennsylvania Turnpike, concrete pavement repairs, drainage improvements, partial replacement of bridge
2008	$9.6 million	Blair County, SR 1012	Widening of local road to 4 lanes with realignment and one new bridge

        The bulk of our contracted jobs are public projects, which have replaced some of the private spending shortfall. The procedures and bid documents governing the contracts with our public sector customers typically allow the customers to terminate the project at their discretion. Cancellation of a few of our very large contracts could have a materially adverse impact on our revenues and results of operations. See "Item 1A—Risk Factors—The Cancellation Of Significant Contracts Or Our Disqualification from Bidding for New Contracts Could Reduce Revenues and Have a Material Adverse Effect On Our Results Of Operations."

        Liberty Mutual Insurance Company, which we refer to Liberty Mutual, and Western Surety Company, which we refer to as CNA, provide bonding for our construction projects. We have $500.0 million of bonding capacity with Liberty Mutual and CNA, who are joint and several on all bonds. Bonding covers all highway work as well as any bonding required for precast and prestressed products projects. Additionally, we have bonds in place for workers compensation, reclamation bonds for quarries and other miscellaneous bonds.

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Heavy/Highway Construction Markets

        Our largest heavy/highway construction customers are PennDOT and the Pennsylvania Turnpike Commission who each accounted for more than 10% of consolidated revenue in fiscal year 2011. We also work with municipalities, state and national parks, the Army Corps of Engineers, industrial facilities, other contractors and private customers. Along with the local county and municipal governments, PennDOT controls and maintains its 39,861 mile system, with the remaining 77,325 miles maintained by local county and municipal governments. Our extensive network of quarries, hot mix asphalt plants, paving crews and traffic safety services and equipment sales, in combination with our unlimited prequalification bid capacity for PennDOT projects, ensures a broad marketing area. Our core heavy construction market extends throughout Pennsylvania. Our core blacktop paving and maintenance and highway construction market is located within an approximately 50 mile radius from each hot mix asphalt plant, which covers a large portion of Pennsylvania.

        For our heavy construction market we operate with a non-union workforce that will travel to each project. This enables construction project staffing with a predictable stable workforce. It also allows predictable production rates when market forces require us to look for work beyond our core market. The hot mix asphalt and maintenance markets also operate with non-union workforces throughout our market area, as well as a small union operation in the heavily unionized Delaware Valley market. These projects are generally local crews, so overnight stays are unnecessary.

        We act as the prime contractor on the majority of our projects, with approximately 20% of a project performed by subcontractors. We will subcontract larger pieces of a project if necessary to manage labor and equipments costs. Subcontractors typically perform specialized services such as line stripping, guide rail installation, clearing, signing, lighting and providing traffic protection services.

        For our blacktop paving and maintenance operations we will serve either as the prime contractor when we are the low bidder or as a subcontractor for another general contractor when we are either not the low bidder or we chose not to bid on the project.

Heavy/Highway Construction Sales and Marketing

        All public work is awarded in a "sealed bid." Estimators and engineers review the work to be performed and estimate the cost to complete the project. On heavy/highway construction projects, teams of three to six people under the direction of a chief estimator, develop the estimate. The majority of our estimators are also project managers, which allows for greater accuracy in estimating crew sizes and production capabilities. Typically, each project has approximately four to eight bidders. In 2010, we were the low bidder on approximately 52 of 135 DOT and Pennsylvania Turnpike Commission projects for which we bid (approximately 39%). The remaining 61% of the projects were awarded to approximately 45 other competitors.

        With respect to blacktop paving and maintenance work, the sales effort varies significantly depending on the project scope. All projects are staffed with an estimating or sales person or team, depending on the size, and generally reviewed by a manager. For private and subcontracted public work, salesmen will negotiate both the project scope and price. For low bid public work, the estimating team will submit a sealed bid.

Heavy/Highway Construction Competition

        The competition for our heavy/highway work is complex. On the heavy side, competition varies by the work discipline on the project, the amount of each discipline on the project and the location. Our competition for blacktop paving and maintenance work is much more localized, since these projects are typically material-intensive and the competition is generally vertically integrated construction materials suppliers and local contractors that specialize in roadway rehabilitation, site development or paving.

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        The following table shows our typical heavy/highway construction competitors based on work disciplines:

Discipline Type	Competitors
Prime Contractors	Hempt Brothers, Inc., James D. Morrissey Inc., Trumbull Corporation, The Lane Construction Corp., Glenn O. Hawbaker, Inc., HRI Inc., IA Construction Corporation, Walsh Construction, Kinsley Construction Inc., J.D. Eckman Inc., Haines & Kibblehouse, Inc., Golden Triangle Construction Co. Inc., Allan A. Myers LP, Tony DePaul & Son
Grading and Drainage	Mashuda Corporation, Greer Contracting Co.
Structures	Swank Associated Companies Inc., Brayman Construction Corporation, Susquehanna Valley Construction Corp., Mekis Construction Corporation, Charles J. Merlo Inc., Gulisek Construction Co. LLC, Joseph B. Faye Co., Donegal Construction Corp., Plum Construction Inc.
Concrete Paving	Highway Paving Inc., Gulisek Construction Co. LLC, Golden Triangle Construction Co. Inc.
Blacktop Paving	Lindy Paving Inc., Pennsy Supply Inc. / Oldcastle Materials, Highway Materials Inc., Grannas Bros. Contracting Co. Inc., P&W Excavating, Inc., Blooming Glen Contractors, Inc., EJB Paving & Materials Co., Kohrs Excavating, Derry Construction Co., Inc.

Our Traffic Safety Services and Equipment Operations

Traffic Safety Services and Equipment

        Our traffic safety services and equipment business consists primarily of cones, signs, arrow boards, solar message centers and barricades, which are sold and rented throughout the United States through our safety products operations.

        We manufacture, sell and install a complete line of traffic control devices, including traffic cones, drums, channelizers, barricades, arrow boards, crash attenuators, construction/permanent signs and posts, message boards, speed awareness monitors and strobe/warning lights. Traffic cones are produced using a polyvinyl chloride material that enhances the cone's durability and coloring. The cones are differentiated by size, wall thickness and weight in order to meet customer specifications and state safety requirements. Our plastic drums and drum bases are used in a variety of roadwork settings. The drum's design features a snap-locking mechanism that connects the drum and the base to assure a sturdy connection. The drums are made from flexible low-density polyethylene plastic and can be used with plastic or rubber bases. We offer a wide range of drum sizes that are used in highway or residential road construction. We also offer a complete line of traffic channelizers for the work zone environment, including barricades, channelizers and vertical panels. Our crash attenuators are designed to enhance driver safety and to reduce maintenance and repair costs. We manufacture a compete line of traffic control signs for use in long and short term construction patterns, as well as for temporary roadway use.

        We manufacture solar powered traffic safety devices. Our products include a full line of arrow boards, message centers and speed awareness monitors. These are powered by batteries that are recharged through the use of solar panels, making the units environmentally friendly, convenient to locate and cost efficient to operate.

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        We also provide intelligent transportation systems equipment and a proprietary Computerized Highway Information Processing System, which we refer to as CHIPS, to DOTs, universities and paving and construction companies. Our products include queue detectors, over-height vehicle detectors, flooded roadway detectors, trailer mounted cameras and variable speed limits systems. The information collected from sensors along the highways is stored and processed through the CHIPS traffic management software program.

        We purchase products from third party manufacturers and resell them to a network of independent distributors. A third party manufactures the barrels and channelizers and the reflective striping is applied at our facilities. The channelizers are produced by a third party vendor on a verbal contract or on a purchase order basis. The attenuators are manufactured by third parties in Salt Lake City, Utah, Somerset, Pennsylvania and Texas.

Traffic Safety Services and Equipment Markets and Sales and Marketing

        Our traffic safety equipment is sold nationwide through a network of distributors as well as through our own sales force. Distributors include highway traffic control companies, "Do-It-Yourself" home centers, safety supply, industrial supply, telecommunication supply, contractor equipment and supply. One of our largest customers for this business is Lowes.

        We have a dedicated team of sales professionals for our traffic safety equipment including sales managers, territory managers, customer service representatives and products specialists. Each territory manager is responsible for marketing to end-users and DOTs in our geographic regions. Customer service representatives are responsible for providing customers with product information, entering orders and developing relationships with distributors. The sales force is managed from our St. Charles, Illinois office.

        In addition to product sales, we provide maintenance and traffic protection services primarily in the eastern United States, to highway contractors, DOTs and municipal government agencies. Under traffic pattern management contracts, we provide all aspects of management and maintenance of traffic control patterns for work sites. We maintain an inventory of products used for our rental business and traffic pattern management contracts. The contracts are bid based on a "Daily Rental Rate" or a "Lump Sum Price." Sales are primarily the result of competitive bidding.

        We have 38 branch offices and sub-offices in the eastern United States. Each location varies slightly in the services they provide so as to best compete in the local market. Generally all regions sell products and install traffic patterns or rent equipment to contractors so they can set their own traffic patterns. Branch offices are overseen by three regional managers who report to our Harrisburg, Pennsylvania office.

Traffic Safety Services and Equipment Competition

        The competition for our traffic safety equipment business varies by both product line and state. The chart below shows our typical competitors by major product lines:

Product Type	Competitors
Message Centers	WANCO, Solar Tech, Ver-mac, American Signal Co., ADDCO
Cones and Barrels	JBC, American All Safe, Highway Safety Products, Lakeside Plastics, Inc.

        For traffic safety services, we compete with many local maintenance and traffic protection contractors, many of which are small businesses or minority-owned firms that get bidding preference through various government programs. There are also several national and large regional firms with which we compete, including Road Safe, Highway Technologies, Bob's Barricades, Acme Barricades,

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Traffic Control Products, Beths Barricades, Establish Traffic Control, Atlas Traffic Control and numerous other local and regional companies within other state markets.

Other Operations

        We operate several additional non-core businesses, including port operations, clay fillers and retail construction supply sales.

Gateway Trade Center

        We operate the Port of Buffalo under the trade name Gateway Trade Center. The port is comprised of an approximately 3,900-foot long shipping canal with a depth of approximately 27 feet and approximately 71 acres of storage. The primary product through the port is de-icing salt, which is unloaded in the summer and fall and stored at the port until it is used throughout the winter. Other materials that are unloaded and transported to their final destination include: limestone, coal, coke, steel and specialty products.

Construction Supply Centers

        We operate a chain of construction supply centers in Pennsylvania, which sell retail construction supplies to contractors and homeowners. The four primary product lines sold are masonry, grading and drainage, small tools and rentals and highway contractor supplies.

Backlog

        On May 31, 2011, our total construction backlog was down 9.0%, or $23.9 million, as compared to our total construction backlog on May 31, 2010. On May 31, 2011, the backlog for our heavy construction civil division was up 0.3%, or $0.3 million, as compared to the backlog for our heavy construction civil division on May 31, 2010. This division will continue to bid work for this and future years' completion as they have not yet reached capacity for the upcoming fall. On May 31, 2011, the backlog for our blacktop lay down division declined 17.0%, or $24.2 million, as compared to the backlog for the same division on May 31, 2010. Regionally this division will continue to bid work for the upcoming fall, although two of the regions, the western and eastern regions, are nearing capacity for the year. Construction backlog measures all remaining work; and as such, a rise or fall in backlog is not a true measure of work to be performed in a fiscal year period as some projects will span multiple fiscal years.

        On May 31, 2011, our Newcrete Products division backlog was up 12.1%, or $2.0 million, as compared to our Newcrete Products division backlog on May 31, 2010. The total Newcrete Products division backlog was $18.9 million and $16.9 million as of May 31, 2011 and May 31, 2010, respectively. We have not reached capacity for the upcoming fall or our historical backlog levels of $30.0 million and $32.3 million reached on May 31, 2009 and May 31, 2008, respectively.

Employment

        We had approximately 3,318 employees of which approximately 19% are full time salary employees and approximately 81% are hourly as of May 31, 2011. Since most of our work is seasonal, many of our hourly and certain of our full time employees are subject to seasonal layoffs. Since layoffs are determined by the type of work and weather in the late fall through early spring, they vary greatly.

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        Approximately 31% of our total hourly employees are union members. We have no unionized full time salary employees. We believe that we enjoy an excellent working relationship with all of our employees and unions. The following is a list of all our unions and their current contract status:

Union	Contract Status	Number of Employees
New Enterprise Stone & Lime Co., Inc.
The International Brotherhood of Teamsters, Chauffeurs, Warehousemen and Helpers of America Local 110 and 453. Select quarries, hot mix asphalt and ready mixed concrete plants	Expired April 30, 2011 and currently on extension and under negotiation.		345
United Steelworkers Union—Local 00504, Roaring Spring Newcrete plant	Expires March 15, 2014.		81
Truck Drivers Local Union No. 449, affiliated with the International Brotherhood of Teamsters, Chauffeurs, Warehousemen and Helpers of America	Expires June 30, 2014.		5
International Union of Operating Engineers—Local 17	Como Park contract expires March 31, 2012, Franklinville contract expires March 31, 2013, Gateway contract expires on June 30, 2014 and ABC Paving contract expires March 31, 2015.		41
Cement, Lime, Gypsum and Allied Workers Division of International Brotherhood of Boilermakers, Iron Ship Builders, Blacksmiths, Forgers and Helpers	Wehrle Drive and Barton Road contract expires May 31, 2012 and Olean and Como blacktop and quarry contract expires May 15, 2012.		63
International Brotherhood of Electrical Workers and Northeastern Line Constructors Chapter, NECA	Expires December 31, 2011.		23

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Union	Contract Status	Number of Employees
Laborers International Union of North America Upstate New York Laborers District Council No. 210 and Laborers' International Union of North America Local Union No. 91	Expire on March 31, 2013 and March 31, 2012.		9
Kutztown & Oley Quarries, United Steelworkers	Expires May 31, 2014.		23
Little Gap, Whitehall, Ormrod and Nazareth Quarries, Teamster	Expires December 31, 2011.		32
Kutztown, Wescosville, Ormrod and Bethlehem Blacktop, Teamster	Expires January 31, 2013.		11
Wescosville Block, Building and Forms, Teamster	Expires December 31, 2011.		22
Service Division and Eastern Trucking, Teamster	Expires May 31, 2014.		24
Elco-Hausman Construction, International Union of Operating Engineers Local Union 542	Expires April 30, 2012.		7
Elco-Hausman Construction, Teamsters Local 773	Expires April 30, 2012.		4
Elco-Hausman Construction, Laborers Local 158	Expires April 30, 2012.		6
Clifford, Towanda, Sheshequin and Towanda (concrete, Block and Delivery), Unaffiliated Company Collective Bargaining Unit	Expires December 31, 2011.		65
Harrisburg Plant, Unaffiliated Company Collective Bargaining Unit	Expires October 30, 2011.		11
Lake City Plant, Unaffiliated Company Collective Bargaining Unit	Expires October 30, 2011.		14
Oreland, Unaffiliated Company Collective Bargaining Unit	Expires November 6, 2011.		18
Pittsburgh, Unaffiliated Company Collective Bargaining Unit	Expires November 6, 2011.		11

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Union	Contract Status	Number of Employees
Teamsters Local 110 (Cleveland)	No stated expiration date.		2
Teamsters Local 110 (Columbus)	No stated expiration date.		3
Teamsters Local 110 (Springfield)	Currently working under expired contract.		1
Lake City Drivers' Agreement	Expires November 1, 2012.		1

Intellectual Property

        We own trademarks, trade names and applications related to our construction materials, concrete and construction businesses. We also own patent applications, registered patents, trademarks and trade names related to our construction materials business and our traffic safety services business, with specific patents on our attenuators and our CHIPS program. We believe that these patent applications, registered patents, trademarks and trade names are material to our traffic safety services and equipment business.

Our Properties

        Our headquarters are located in a 77,000 square foot building which we lease in New Enterprise, Pennsylvania, under a lease expiring in 2023. See "Certain Relationships and Related Party Transactions."

        We also operate 53 quarries and sand deposits, 32 hot mix asphalt plants, 20 fixed and portable ready mixed concrete plants, four concrete products production plants, three lime distribution centers and seven construction supply centers. For our safety services and equipment business, we conduct operations through five manufacturing facilities and 38 branch offices.

        Through acquisitions of raw land and existing quarries, we have assembled significant operating reserves throughout our geographic market area. We estimate that we currently own or have under lease approximately 2.1 billion tons of proven and probable aggregate reserves, with an average estimated useful life of 113 years at current production levels.

        Proven reserves are determined through the testing of samples obtained from closely spaced subsurface drilling and/or exposed pit faces. Proven reserves are sufficiently understood so that quantity, quality, and engineering conditions are known with sufficient accuracy to be mined without the need for any further subsurface work. Actual required spacing is based on geologic judgment about the predictability and continuity of each deposit.

        Probable reserves are determined through the testing of samples obtained from subsurface drilling, but the sample points are too widely spaced to allow detailed prediction of quantity, quality, and engineering conditions. Additional subsurface work may be needed prior to mining the reserve.

        Our reserve estimates were made by our geologists and engineers based primarily on drilling studies. Reserve estimates are based on various assumptions and any material inaccuracies in these assumptions could have a material impact on the accuracy of our reserve estimates. All of our quarries are open pit and are primarily accessible by road.

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        The following map shows the approximate locations of our permitted construction materials properties in New York, Pennsylvania and Delaware as of May 31, 2011:

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        The following chart sets forth specifics of our production and distribution facilities

Property	Owned / Leased	Type of Aggregates	Hot Mix Asphalt		Ready Mixed Concrete		Masonry Blocks		Lime Distribution / CSC(1)		Precast / Prestressed Concrete
Alfred Station, NY	Owned	Sand and gravel		—		—		—		—		—
Aschom, PA	Owned	Limestone		X		X		—		—		—
Ashford, NY	Owned	—		X		—		—		—		—
Bakersville, PA	Owned	Limestone		X		—		—		—		—
Bath, PA	Owned	—		X		—		—		—		—
Bedford, PA	Owned	—		—		—		—		X		—
Bethlehem, PA	Owned	—		X		—		—		—		—
Burkholder, PA	Owned	Limestone		X		—		—		—		—
Central City, PA	Owned	Sandstone		—		—		—		—		—
Chambersburg Blacktop, PA	Owned	—		X		—		—		—		—
Chambersburg Quarry, PA	Owned	Limestone		—		X		—		—		—
Clayton, DE	Owned	—		—		—		—		X		—
Clifford, PA	Owned	Sandstone		X		—		—		—		—
Como Park, NY	Owned	Limestone		X		—		—		—		—
Cowlesville, NY(2)	See footnote.	—		—		X		—		—		—
Delmar, DE	Owned	—		—		—		—		X		—
Denver, PA	Owned	Limestone		X		X		—		X		—
Derry, PA	Owned	Limestone		—		—		—		—		—
Dry Run, PA	Leased/Owned(3)	Limestone		—		X		—		—		—
Ebensburg Batch, PA	Owned	—		—		X		—		—		—
Ebensburg Pulverizing, PA	Leased(4)	Processing Facility		—		—		—		—		—
Elizabethville, PA	Owned	Sandstone		X		—		—		—		—
Fairfield, PA	Owned	Limestone		—		—		—		—		—
Franklinville, NY	Owned	Sand and gravel		—		—		—		—		—
Gettysburg, PA	Owned	Traprock		X		—		—		—		—
Greencastle, PA	Owned	—		—		X		—		—		—
Honey Brook, PA	Owned	Sand		—		—		—		—		—
Jayne Bend, PA	Leased(5)	Sand and Gravel		—		—		—		—		—
Kutztown, PA	Owned/Leased(6)	Dolomite		X		—		—		—		—
Lackawanna, NY	Owned	Port		—		X		—		—		—
Ledge, NY	Owned	Limestone		—		—		—		—		—
Lewisburg, PA	Owned	Limestone and High Calcium		X		—		—		—		—
Limeville, PA	Owned	Limestone		—		—		—		—		—
Little Gap, PA	Owned	Sandstone		—		—		—		—		—
Liverpool, PA	Leased(7)	Sandstone		—		—		—		—		—
Martins Creek, PA	Owned	Limestone, and Dolomite		—		—		—		—		—
McConnellstown, PA	Owned	Limestone		—		—		—		—		—
Mount Cydonia 1, PA	Owned	Sandstone		—		—		—		—		—

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Property	Owned / Leased	Type of Aggregates	Hot Mix Asphalt		Ready Mixed Concrete		Masonry Blocks		Lime Distribution / CSC(1)		Precast / Prestressed Concrete
Mount Cydonia 2, PA	Owned	Sand and gravel		—		—		—		—		—
Mount Cydonia III, PA	Owned	Sandstone		—		—		—		—		—
Naginey, PA	Owned/Leased(8)	Limestone and High Calcium		X		—		—		—		—
Narvon, PA	Owned	Clay and Limestone		—		—		—		—		—
Nazareth, PA	Owned	Limestone and Dolomite		—		—		—		—		—
New Holland, PA	Owned	—		—		X		X		X		—
New Paris, PA	Owned	Limestone		—		—		—		—		—
Nottingham, PA	Owned	—		—		X		—		X		—
Ogletown, PA	Owned/Leased(9)	Limestone		—		—		—		—		—
Olean, NY	Owned	—		X		—		—		—		—
Oley, PA	Owned	Limestone, Dolomite		X		—		—		—		—
Orbisonia, PA	Owned	Limestone		—		—		—		—		—
Ormrod, PA	Owned/Leased(10)	Limestone, Dolomite		X		—		—		—		—
Riverton, PA	Leased(11)	Sand and gravel		—		—		—		—		—
Roaring Spring, PA	Owned	Dolomite, Limestone		X		X		—		X		X
Schoeneck, PA	Owned	Limestone, Dolomite, High Calcium		—		—		—		—		—
Shamokin, PA	Owned/Leased(12)	Sandstone		X		—		—		—		—
Sheshequin, PA	Owned/Leased(13)	Sand and Gravel		—		—		—		—		—
Shippensburg, PA	Owned	Limestone		X		X		—		—		—
Somerset, PA	Owned	—		—		X		—		—		—
Sproul, PA	Leased(14)	Limestone		—		—		—		—		—
Strodes Mill, PA	Owned	Sandstone		—		—		—		—		—
Tioga, PA	Leased(15)	Sandstone		—		—		—		—		—
Towanda, PA	Owned	—		X		X		X		X		—
Tyrone Forge, PA	Owned	Limestone		X		X		—		—		—
Union Furnace, PA	Owned	Limestone		—		—		—		—		—
Viola, DE	Owned	—		—		—		—		X		—
Weaverland, PA	Owned	Limestone		—		—		—		—		—
Wehrle Drive, NY	Owned	Limestone		X		X		—		—		—
Wescosville, PA	Owned	—		X		—		X		X		—
Whitehall, PA	Owned	Limestone, Dolomite		—		—		—		—		—
Williamson, PA	Owned	Limestone		—		—		—		—		—
Winfield, PA	Owned	Limestone		—		—		—		—		—

(1)

Construction Supply Centers

(2)

Cowlesville, NY is owned and operated by a third party with sales and delivery provided by Buffalo.

(3)

The term of this lease is April 4, 1996 through April 4, 2016. There are no renewal rights.

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(4)

The term of this lease expires December 31, 2021. The lease may be renewed for up to an additional five (5) years.

(5)

The term of this lease is September 8, 1992 through September 8, 2042. There are no renewal rights.

(6)

The term of this lease is November 19, 1976 through November 19, 2056. There are no renewal rights.

(7)

The terms for the two leases at this site are both January 1, 2009 through December 31, 2018. Both leases will automatically renew for an additional ten (10) year term.

(8)

The terms for the two leases at this site will continue until all commercially recoverable limestone has been recovered and removed from the premises. There is no option to renew.

(9)

The term of this lease is January 1, 1999 through January 1, 2019. The lease may be renewed for three (3) additional terms of five (5) years each after the expiration of the initial term.

(10)

The term of this lease is March 1, 2002 through February 28, 2020. After the expiration of the term, the lease will continue on a year-to-year basis.

(11)

The term of this lease is January 10, 2001 through January 10, 2021. There are no renewal rights.

(12)

The initial term of this lease was May 1, 1989 through May 1, 1990, but the lease automatically renews on a year-to-year basis.

(13)

The term of the lease is May 23, 1996 until all materials subject to the lease have been completely mined or removed from the premises. There are no renewal rights.

(14)

The term of this lease is March 5, 1999 through March 5, 2024. The lease may be renewed for an additional twenty-five (25) year term.

(15)

The initial term of this lease was June 1, 1986 through June 1, 1991. The lease may be renewed for successive periods of five (5) years. The current term of this lease will expire on May 31, 2016.

        In addition, we operate four portable ready mixed concrete plants.

        The following chart sets forth specifics of our traffic safety equipment manufacturing facilities:

Facility	Owned/Leased	Square Footage
St Charles, Illinois manufacturing facility, warehouse and office space	Owned	49,000 sq. ft.
Harrisburg, Pennsylvania manufacturing facility	Owned	28,000 sq. ft.
Lake City, Florida manufacturing facility	Owned	28,632 sq. ft.
New Castle, Delaware manufacturing facility	Leased	12,110 sq. ft.
Garland, Texas manufacturing facility	Leased	40,050 sq. ft.

Legal Proceedings

        We are a party from time to time to legal proceedings relating to our operations. Our ultimate legal and financial liability in respect to all legal proceeding in which we are involved at any given time cannot be estimated with any certainty. However, based upon examination of such matters and consultation with counsel, management currently believes that the ultimate outcome of these contingencies, net of liabilities already accrued on our consolidated balance sheet, will not have a material adverse effect on our consolidated financial position, although the resolution in any reporting period of one or more of these matters could have a significant impact on our results of operations and/or cash flows for that period.

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Environmental and Government Regulation

        Our operations are subject to federal, state and local laws and regulations relating to the environment and to health and safety, including noise, discharges to air and water, waste management, remediation of contaminated sites, mine reclamation, dust control, zoning and permitting. While we believe our operations are in substantial compliance with applicable requirements, there can be no assurance that compliance costs will not be significant.

        We regularly monitor and review our operations, procedures, and policies for compliance with existing environmental laws and regulations, changes in interpretations of existing laws and enforcement policies, new laws that are adopted, and new requirements that we anticipate will be adopted that could affect our operations.

        We are frequently required by state and local regulations or contractual obligations to reclaim our former mining sites. These reclamation liabilities are recorded in our financial statements as a liability at the time the obligation arises. The fair value of such obligations is capitalized and depreciated over the estimated useful life of the owned or leased site. The liability is accreted through charges to operating expenses. To determine the fair value, we estimate the cost for a third party to perform the legally required reclamation, adjusted for inflation and risk and including a reasonable profit margin. All reclamation obligations are reviewed at least annually. Reclaimed quarries often have potential for use in non-residential or residential development or as reservoirs or landfills. However, no projected cash flows from these anticipated uses have been considered to offset or reduce the estimated reclamation liability. As of May 31, 2011, we have accrued approximately $5.6 million to cover our mine reclamation obligations.

Worker Health and Safety

        Our operations are subject to a variety of worker health and safety requirements, particularly those administered by the federal Mine Safety and Health Administration and the Occupational Safety and Health Administration, which are likely to become more strict in the future. Failure to comply with these requirements can result in fines and penalties and claims for personal injury and property damage. These requirements may also result in increased operating and capital costs in the future. We believe we are in substantial compliance with such requirements but can not guarantee that violations will not occur which could result in significant costs. We conduct approximately 20,000 hours of annual Mine Safety and Health Administration and Occupational Safety and Health Administration training sessions, as well as weekly tool box talks. Finally, we have safety professionals on staff, as well as a corporate risk manager.

Insurance

        We use a combination of third-party insurance and self-insurance to provide for potential liabilities for workers' compensation, general liability, vehicle accident, property and medical benefit claims. We estimate the liabilities associated with the risks retained by us, in part, by considering historical claims experience, demographic and severity factors and other actuarial assumptions which, by their nature, are subject to a high degree of variability. Any projection of losses concerning workers' compensation and general liability is subject to a high degree of variability. Among the causes of this variability are unpredictable external factors affecting future inflation rates, discount rates, litigation trends, legal interpretations, benefit level changes and claim settlement patterns.

        Although we have minimized our exposure on individual claims, for the benefit of costs savings we have accepted the risk of a large amount of independent multiple material claims arising, which could have a significant impact on our earnings. We are liable for up to $0.3 million per year per member for health claims. Our Pennsylvania workers compensation claims are self insured for up to $1.0 million per occurrence. We maintain a wholly-owned captive insurance company, RSIC, for workers' compensation

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(non-Pennsylvania employees), general liability and property coverage. Our general automobile and liability and other states workers compensation coverages are currently fully insured in the primary layer, the first $5.0 million, through a deductible reimbursement program with Zurich American Insurance Company and our subsidiary, RSIC. We are liable for up to $0.3 million per year for health care claims and RSIC is responsible for amounts in excess of our $0.3 deductible up to $1.0 million for each health care claim, with coverage from insurance carriers after the $1.0 million retention. This layer is additionally insured for a maximum annual aggregated loss for $10.0 million and has clash protection for $2.5 million. We are responsible for the first $0.3 million for each property and casualty claim and RSIC is responsible for amounts in excess of our $0.3 million deductible up to the first $2.0 million of every property and casualty claim. Our property and casualty insurance coverage then carries a $15.0 million limit per occurrence. Our pollution liability coverage is a three year program with an aggregate $15.0 million limit and a $1.0 million deductible. RSIC is subject to the insurance rules and regulations of the state of South Carolina. The premiums paid annually to RSIC from the Company are determined by a third party actuary.

        In addition to the $5.0 million primary insurance coverage, we have an additional $95.0 million of insurance coverage, which is insured by several non-affiliated insurance companies.

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MANAGEMENT

        Our directors and executive officers and their respective ages and positions as of June 30, 2011 are set forth below:

Name	Age		Position
Paul I. Detwiler, Jr.		77	Director and Chairman of the Board and Executive Committee Member
Donald L. Detwiler		68	Chief Executive Officer, Director, Vice Chairman of the Board and Executive Committee Member
Paul I. Detwiler, III		52	President, Chief Financial Officer, and Secretary, Director, Executive Committee Member
James W. Van Buren		46	Executive Vice President, Chief Operating Officer, Director, Executive Committee Member, President, Work Area Protection Corp.
Steven B. Detwiler		49	Senior Vice President-Construction Materials, Executive Committee Member, Director
G. Dennis Wiseman		59	Chief Accounting Officer, Assistant Secretary
James B. Barley		61	Vice President-Sales
Geoffrey W. Clarke		57	Vice President-Construction
Jeffrey D. Detwiler		34	Executive Vice President, Chief Executive Officer, Martin Limestone, Inc. Division
J. Joseph Zimmerman		67	Executive Vice President, Chief Executive Officer, Valley Quarries, Inc. Division
Kim W. Snyder		58	President, Eastern Industries, Inc. Division
Douglas B. Danko		57	President, Protection Services Inc., Executive Vice President, Work Area Protection Corp.
Donald Devorris		76	Director
William A. Gettig		85	Director
F. James McCarl		64	Director
Larry R. Webber		64	Director

Paul I. Detwiler, Jr. has served as the Company's Chairman since the recapitalization in 1990. Prior to the recapitalization, Mr. Detwiler was the President. Mr. Detwiler has served as one of our directors since 1972. Mr. Detwiler's primary emphases are corporate administration and oversight of our construction materials business. Mr. Detwiler graduated from Gettysburg College with a degree in business. Mr. Detwiler is the father of Paul I. Detwiler, III, Steven B. Detwiler and Jeffrey D. Detwiler and the cousin of Donald L. Detwiler.

Donald L. Detwiler has served as our Chief Executive Officer since 1992. Mr. Detwiler served as President from 1990 until 2011. Mr. Detwiler has served as one of our directors since 1972. Mr. Detwiler's primary emphases are corporate administration and oversight of our heavy highway construction business. Mr. Detwiler graduated from Juniata College with a B.S. in Finance & Geology. Mr. Detwiler is the father-in-law of James W. Van Buren and the cousin of Paul I. Detwiler, Jr.

Paul I. Detwiler, III has served as our President since 2011, as our Chief Financial Officer and Secretary since 1994. Mr. Detwiler has served as a director since 1992. From 1992 until 2011, Mr. Detwiler served as Executive Vice President. Prior to this, he served as manager of the Company's Information Services Division, where he developed the Company's programming and automation

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systems departments. Mr. Detwiler's current responsibilities include all corporate financial and accounting functions, mergers and acquisitions and corporate administration. Mr. Detwiler graduated from Lehigh University in 1981 with a B.S. in Information Science. Mr. Detwiler is the son of Paul I. Detwiler, Jr. and the brother of Steven B. Detwiler and Jeffrey D. Detwiler.

James W. Van Buren has served as our Executive Vice President since 2011, as our Chief Operating Officer since 2000, as a director since 1996 and the President of Work Area Protection Corp. since 2011. From 1996 until 2011, he was our Vice President-Development. Prior to this, he was our production coordinator in the Contract Division. Prior to joining the Company, he was a real estate analyst and appraiser for four years with Thomas J. Maher in Philadelphia. His current responsibilities include human resource management, loss control and prevention, employee benefits, corporate administration and operational strategy and oversight of our traffic safety services and equipment business. Mr. Van Buren graduated from Juniata College in 1986 with a B.S. in Environmental Biology and received a Master of Business Administration from St. Francis College in 1996. Mr. Van Buren is the son-in-law of Donald L. Detwiler.

Steven B. Detwiler has served as our Senior Vice President-Construction Materials since 2011. Prior to that, he served as our Vice President-Aggregates and the President of Buffalo Crushed Stone Division since 2000. Prior to this, Mr. Detwiler was Vice President of Valley Quarries, Inc., where he was responsible for quarry and plant oversight and contract administration. From 1990 to 1993, he was the manger of the Equipment & Supply Division of the Company. Mr. Detwiler has served as one of our directors since 1998. Before joining the Company in 1990, Mr. Detwiler spent six years in the United States Army where he was honorably discharged at the rank of Captain. Mr. Detwiler graduated with a B.S. from the United States Military Academy in West Point, New York. Mr. Detwiler is the son of Paul I. Detwiler, Jr. and the brother of Paul I. Detwiler, III and Jeffrey D. Detwiler.

G. Dennis Wiseman has served as our Chief Accounting Officer since 2010 and as our Assistant Secretary since 1989 and was previously our Controller since 1984. Prior to this, he served in various managerial positions with Main Hurdman CPA. His current responsibilities include maintaining all accounting and financial records as well as all corporate tax returns and tax issues. Mr. Wiseman is a Certified Public Accountant, and he graduated from Elizabethtown College in 1976 with a B.S. in accounting.

Jeffrey D. Detwiler has served as our Executive Vice President and Chief Executive Officer of Martin Limestone, Inc. Division since 2010 and previously served as the Manager of Quarry Operations for the Quarry Division at Martin Limestone since 2007. Prior to that, he served as the Quality Control Technician for the Quarry Division and the Production and Development Specialist for the Quarry Division. Mr. Detwiler graduated from Lehigh University with a B.S. in Civil Engineering. Mr. Detwiler is the son of Paul I. Detwiler, Jr. and the brother of Paul I. Detwiler, III and Steven B. Detwiler.

James B. Barley has served as our Vice President-Sales since 2000. Prior to serving in this capacity he was our general sales manager since 1973. His current responsibilities include aggregates and hot mix asphalt sales and ready mixed concrete operations and sales. Mr. Barley graduated from Lenior Rhyne College with a degree in Mathematics.

Geoffrey W. Clarke has served as our Vice President-Construction since 2000. Prior to this, he served as the Contract Division Manager and as a Project Coordinator prior to that. He has been employed by the Company since 1980 in the Contract Division. His current responsibilities include all estimating and operations of the New Enterprise Contract Division. Mr. Clarke graduated from Juniata College in 1975 with a B.S. in Economics and Business Administration.

J. Joseph Zimmerman has served as the Chief Executive Officer at Valley Quarries, Inc. Division since 2001. From 1983-2001, Mr. Zimmerman served as Vice President of Operations at Signal Mountain Cement, and subsequently became Vice President of Manufacturing. As Chief Executive

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Officer of Valley Quarries, Inc. Division, he is responsible for all of Valley Quarry's sales and operations. Mr. Zimmerman received a B.A. in Business Administration from Lycoming College in Williamsport, PA, in 1967.

Kim W. Snyder has served as President of Eastern Industries Inc. Division since 1995. Prior to his employment with Eastern Industries, he worked as a Vice President at the Genstar Corporation in the Aggregates and Minerals division from 1990 until 1995. Mr. Snyder received his B.S. in Civil/Environmental Engineering, Cum Laude from the University of Rhode Island in 1974 and his MBA from Katz Graduate School of Business, University of Pittsburgh in 1982. He also has over 30 post graduate credits in Civil and Mining Engineering from the University of Pittsburgh.

Douglas B. Danko has served as President of Protection Services Inc. since 2000 and Executive Vice President of Work Area Protection Corp. since 2011. Prior to becoming President, he held a number of positions with Stabler Companies Inc. and its subsidiaries since 1975, including Vice President, Secretary and Controller with Stabler Companies Inc. and Head Accountant with Protection Services Inc. Mr. Danko has a B.S. in Accounting from Pennsylvania State University.

Donald Devorris has served as a director of NESL since 1990. Mr. Devorris is currently President of Blair Electric, where has worked since 1959. Mr. Devorris has a B.S. degree in electrical engineering from Penn State University.

William A. Gettig has served as a director of NESL since 1990. Mr. Gettig is currently Chief Executive Officer of Gettig Technologies, Inc., where he has worked since 1952. Mr. Gettig is the sole shareholder of Gettig Technologies, Inc., which owns GPI Aviation, Inc., Stelrema Corporation and Beacon Tool, Inc. Each of these entities and Mr. Gettig and his wife personally declared bankruptcy under the United States Bankruptcy Code in 2005. The bankruptcy plans were confirmed in 2007. Mr. Gettig has a B.S. degree in mechanical engineering from Trine University (formerly known as Tri-State University).

F. James McCarl has served as a director of NESL since 2008. Mr. McCarl is currently Chief Executive Officer of the McCarl Group, where he has worked since 2003. Prior to holding this position, Mr. McCarl was president of McCarl's Inc., where he worked from 1968 through 2002. Mr. McCarl has a B.A. degree in economics from the University of Pittsburgh and a Small Company Management Program certificate from Harvard Business School.

Larry R. Webber has served as a director of NESL since December 2008. Mr. Webber is currently managing director of the Institute for Strategic Management, where he has worked since 2009. Prior to that he was President of L.R. Webber Associates, Inc., where he worked from 1976 through 2006. Mr. Webber has a B.A. in economics from Westminster College and an M.A. in industrial relations from St. Francis University.

Director Independence

        We are not a listed issuer whose securities are listed on a national securities exchange or in an inter-dealer quotation system which has requirements that a majority of the board of directors be independent. However, if we were a listed issuer whose securities were traded on the New York Stock Exchange and subject to such requirements, we would be entitled to rely on the controlled company exception contained in Section 303A of the NYSE Listed Company Manual for exception from the independence requirements related to the majority of our Board of Directors and for the independence requirements related to our Compensation Committee. Pursuant to Section 303A of the NYSE Listed Company Manual, a company of which more than 50% of the voting power is held by an individual, a group or another company is exempt from the requirements that its board of directors consist of a majority of independent directors and that the compensation committee of such company be comprised solely of independent directors. At June 30, 2011, each of Paul I. Detwiler, Jr. and Donald L. Detwiler

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beneficially owns 50% of the voting power of the Company which would qualify the Company as a controlled company eligible for exemption under the rule.

Board Committees

        Our board of directors has an audit committee, a compensation committee, an executive committee and an independent committee. All of the committees, other than the executive committee, are comprised entirely of independent, non-management directors.

Audit Committee

        The audit committee assists our board of directors with its oversight of the quality and integrity of our accounting, auditing and reporting practices. Pursuant to its charter, the audit committee makes recommendations to our board of directors for the appointment, compensation and retention of the independent auditor. The audit committee's primary responsibilities under its written charter include the following:

•

reviewing and discussing our financial statements and management's discussion and analysis of financial condition and results of operations disclosure with management and the independent auditors;

•

reviewing and discussing our earnings releases and any financial information or earnings guidance given, if any, to investors, creditors, financial analysts and credit rating agencies; and

•

reviewing and discussing the Company's risk assessment and risk management policies.

        Our audit committee is comprised of Messrs. Devorris, Gettig, McCarl and Webber. Mr. Devorris is the Chairman of the audit committee. Our board of directors has determined that all members of our audit committee are independent. Although our board of directors has determined that each of the members of our audit committee is financially literate and has experience analyzing or evaluating financial statements, at this time we do not have an "audit committee financial expert" within the meaning of Item 407 of Regulation S-K under the Exchange Act serving on the audit committee. As a company whose stock is privately-held and given the financial sophistication and other business experience of the members of the audit committee, we do not believe that we require the services of an audit committee financial expert at this time.

Executive Committee

        Our executive committee's function is to act without full approval of our board of directors as to matters only in unusual situations, that, in the judgment of the executive committee, require immediate action where approval by the full board of directors is impractical, provide guidance to our board of directors and the holders of our Series of Class A Voting Common Stock in their decision-making process, and to make recommendations to our board of directors. Our executive committee is comprised of Messrs. Paul I. Detwiler, Jr., Donald L. Detwiler, Paul I. Detwiler, III, James W. Van Buren and Steven B. Detwiler. Paul I. Detwiler, Jr. also is the Chairman of the executive committee.

Independent Committee

        Our independent committee's function is to discuss the facts and circumstances of any dispute arising among our stockholders in their capacities as managers of our businesses when such dispute involves the operation and management of our businesses. Based upon its review of the facts and circumstances, which may include discussions with our stockholders and any other appropriate persons, our independent committee will develop a recommendation of possible courses of action, which recommendation is then submitted to our board of directors for its final approval or determination. Our independent committee is comprised of Messrs. Devorris, Gettig, McCarl and Webber. Mr. Gettig

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is the chairman of our independent committee. Our board of directors has determined that all members of our independent committee are independent.

Code of Ethics

        As a private company we are not obligated to adopt a formal code of ethics, however we are in the process of upgrading our corporate governance and we plan to adopt a formal code of ethics in the near future.

Our Named Executive Officers

        Our Chief Executive Officer, Chief Financial Officer and three other most highly compensated executive officers (which we refer to collectively as our named executive officers) are as follows:

•

Paul I. Detwiler, Jr.—Director, Chairman of the Board and Executive Committee member;

•

Donald L. Detwiler—Chief Executive Officer, Director, Vice Chairman of the Board and Executive Committee member;

•

Paul I. Detwiler, III—President, Chief Financial Officer and Secretary, Director and Executive Committee member;

•

James W. Van Buren—Executive Vice President and Chief Operating Officer, Director and Executive Committee member, President, Work Area Protection Corp.; and

•

Steven B. Detwiler—Senior Vice President-Construction Materials, Director, Executive Committee Member and President, Buffalo Crushed Stone Division.

Compensation Discussion and Analysis

Our Compensation Philosophy and Objectives

        We are a privately-held company founded and wholly-owned by one family, the Detwiler family, and our senior management team, including all of our named executive officers, includes many third and fourth generation members of the Detwiler family. As a result, our executive compensation philosophy is streamlined. The compensation of our named executive officers is determined, reviewed and approved by our Chairman of the Board and our Chief Executive Officer in their sole discretion. Our Chairman of the Board and Chief Executive Officer consult on matters of executive compensation with our Chief Financial Officer and our Chief Operating Officer.

        Our executive compensation has four components to it:

•

base salary;

•

bonuses;

•

retirement benefits; and

•

perquisites and other personal benefits.

        Our goal is to ensure that our compensation practices are market, facilitate appropriate retention and reward superior performance. The components to our executive compensation are determined with the goal of motivating executives and adequately compensating and rewarding them on a day-to-day basis for the time spent and the services they perform for our company.

Elements of Compensation

        Base Salaries.    Base salaries are fixed in amount and not tied to performance. Our objective in establishing base salaries is to offer adequate and stable compensation to our named executive officers

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on a day-to-day basis for their work. Our named executive officers' base salaries depend on their position within the company and the scope of their responsibilities. The base salaries of our Chairman of the Board and our Chief Executive Officer generally move in tandem. Similarly the base salaries of our Chief Financial Officer and our Chief Operating Officer generally move in tandem. The exact amount of our named executive officers' base salary is reviewed annually. In reviewing base salaries, we consider:

•

the scope and/or changes in individual responsibilities;

•

overall compensation of the executive;

•

overall compensation for all our executive officers and employees;

•

market changes in compensation;

•

our financial condition and results of operations; and

•

individual performance.

        The base salaries for Paul I. Detwiler, III, James W. Van Buren and Steven B. Detwiler for fiscal year 2012 have increased by 3.1%, 3.1% and 3.3%, respectively, as compared to base salaries for fiscal year 2011. Base salaries for each of Paul I. Detwiler, Jr. and Donald L. Detwiler for fiscal year 2012 have remained the same as compared to base salaries for fiscal year 2011.

        Bonuses.    Our named executive officers are awarded cash bonuses based upon performance and the other discretionary elements described below. Our objective in establishing bonuses is to motivate executives to excel in their work, enhance retention and adequately reward outstanding services to our company. Bonuses are determined based on the following elements (each of which is not exclusive and with no particular weight assigned to any):

•

market changes in compensation; and

•

our financial condition and results of operations.

        Final bonus decisions are made by our Chairman of the Board and our Chief Executive Officer in consultation with our Chief Financial Officer. Bonuses are generally awarded annually at the end of the performance period. However, bonuses are also paid from time to time during the year to our named executive officers on a discretionary basis to reward specific accomplishments in connection with our operations or to cover certain expenses described under "Perquisites and Other Personal Benefits" below.

        Since February 28, 2011, bonuses in the amounts of $266,600 and $397,700 were paid to Donald L. Detwiler and Paul I. Detwiler, Jr., respectively.

        Retirement Benefits.    We provide certain retirement benefits to our executive officers in the form of an executive benefit plan which provides deferred compensation benefits as a reward to certain of our executives and other key employees and provides such persons with the opportunity to defer the receipt of certain compensation. Another important part of our compensation is our company-wide 401(k) plan. Our objective in establishing these plans is to enhance retention of our executive officers and employees in the long-term by providing them with flexibility in tax and financial planning and superior payout awards in a tax-efficient manner if they remain with us for at least four years or until retirement. Our named executive officers do not currently participate in our Executive Benefit Plan although they could be eligible for it. They do, however, participate in our company-wide 401(k) Plan.

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        Perquisites and Other Personal Benefits.    We provide the following perquisites and other personal benefits to our named executive officers:

•

we have subscribed for company life insurance policies for each of our named executive officers and pay all premiums under such policies;

•

we pay or reimburse our named executive officers for membership dues in various country clubs;

•

we pay an annual car allowance to each of our named executive officers; and

•

we lease various aircraft and pay the charges related to the use of such aircraft by our named executive officers.

        We believe that extending these perquisites to our named executive officers is appropriate for the operation and management of our business which is heavily dependent on the ability of our executives to serve and travel rapidly and extensively throughout our geographic markets.

        Other Compensation.    We are wholly-owned by our founding family members and do not have any equity awards or other equity-incentive performance based compensation. We do not have employment agreements or change of control agreements with our named executive officers who are all part of our founding owner family. Because we are a privately-owned company, federal securities law provisions relating to shareholder advisory votes on executive compensation do not apply to us.

Compensation Committee

        Our Compensation Committee is comprised of Messrs. Devorris, Gettig, McCarl and Webber. Mr. Webber is the Chairman of the Compensation Committee. Our Board of Directors has determined that all members of our Compensation Committee are independent.

        Our Compensation Committee has not been active historically. However, we anticipate that in the future our Compensation Committee will review and make recommendations regarding:

•

the review, assessment and determination of the compensation of our management team;

•

the compensation structure of all our employees;

•

the performance of our executive officers and management team and adjustments to compensation and employment status; and

•

our incentive and benefit plans.

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Summary Compensation Table

        The following table summarizes the compensation paid to our named executive officers for services rendered to us in all capacities during fiscal year 2011.

Name and Principal Position	Year		Salary ($)		Bonus ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(1)		All Other Compensation ($)			Total ($)
Paul I. Detwiler, Jr. Director, Chairman of the Board and Executive Committee Member		2011		425,000		1,087,618		0		11,126		69,214	(2)		1,592,958
Donald L. Detwiler Chief Executive Officer, Director , Vice Chairman of the Board and Executive Committee Member		2011		425,000		935,796		0		11,126		43,932	(3)		1,415,854
Paul I. Detwiler, III President, Chief Financial Officer and Secretary, Director and Executive Committee Member		2011		325,000		631,025		0		11,126		16,752	(4)		983,903
James W. Van Buren Executive Vice President, Chief Operating Officer, Director and Executive Committee Member		2011		325,000		609,579		0		11,126		14,204	(5)		959,909
Steven B. Detwiler Senior Vice President-Construction Materials, Director and Executive Committee Member		2011		305,000		509,263		0		11,126		20,184	(6)		845,573

(1)

Includes only the amount contributed to 401(k) plans.

(2)

Includes company paid company life insurance premiums ($10,953), use of company aircraft ($55,948) and use of company automobile.

(3)

Includes company paid company life insurance premiums ($5,970), country club membership dues ($6,074), use of company aircraft ($29,575) and use of company automobile.

(4)

Includes company paid company life insurance premiums ($1,857), use of company aircraft ($11,076), use of company automobile ($1,813) and company paid supplemental disability insurance premiums ($2,006).

(5)

Includes company paid company life insurance premiums, country club membership dues ($3,938), use of company aircraft ($5,029), use of company automobile ($1,813) and company paid supplemental disability insurance premiums ($2,059).

(6)

Includes company paid company life insurance premiums, country club membership dues ($10,936), use of company aircraft ($3,734), use of company automobile and company paid supplemental disability insurance premiums ($2,156).

        401(k) Retirement Plan.    We maintain a tax-qualified retirement plan named the New Enterprise Stone & Lime Co.,  Inc. 401(k) Savings and Retirement Plan (the "401(k) Plan") that provides eligible employees with an opportunity to save for retirement on a tax advantaged basis. The 401(k) Plan allows eligible employees to contribute a percentage of their eligible compensation on a pre-tax basis subject to applicable Internal Revenue Code limits, and also permits executive officers to contribute on a post-tax basis. For executive officers, we match 100% of their elective deferral contributions, up to 3% of their total annual eligible compensation. We may also contribute a profit sharing contribution on behalf of eligible participants in an amount determined in our discretion. Matching and profit sharing contributions vest 20% per year after completing one year of service, and are 100% vested after five years of service. Our named executive officers participate in our 401(k) Plan.

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Change of Control

        We do not have change of control agreements with our named executive officers who are all part of our founding owner family.

Director Compensation

        Our non-executive directors receive an annual retainer of $10,000 and a fee of $2,500 for each meeting of the Board of Directors or committee meeting which they attend. We also reimburse our non-executive directors for expenses incurred to attend meetings of our Board of Directors or committees. Our Board of Directors meets quarterly and may act by unanimous written consent or call special meetings between regularly scheduled board meetings, as necessary. Additional compensation may be paid to our directors in connection with special assignments, as may be determined by our Board of Directors from time to time. No such additional compensation has been paid to any non-executive director since March 1, 2011.

Director Compensation Table for Fiscal Year 2011

        The table below summarizes the compensation paid by us and earned or accrued by non-employee directors during fiscal year 2011.

Name	Fees Earned or Paid in Cash ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Donald Devorris		27,500.00		0.00		0.00		27,500.00
William A. Gettig		30,000.00		0.00		0.00		30,000.00
F. James McCarl		30,000.00		0.00		0.00		30,000.00
Larry R. Webber		30,000.00		0.00		0.00		30,000.00

Compensation and Risk Management

        We believe that our compensation and benefit programs have been appropriately designed to attract and retain talent and properly incentivize employees. Certain factors in our compensation policies ensure that our named executive officers are not encouraged to take unnecessary risks in managing our business. Those factors include the multiple elements of our compensation programs which combine a balanced mix of fixed compensation with performance-based compensation and payouts to reward superior performance. We have determined that any risks arising from our compensation programs and policies are not reasonably likely to have a material adverse effect on us, our subsidiaries and operations.

Compensation Committee Interlocks and Insider Participation

        None of our officers serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers who serve on our Board of Directors or Compensation Committee. None of the members of our Compensation Committee is or was formerly an officer or employee of our company.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        We have a Series of Class A Voting Common Stock, with a par value of $1.00, which we refer to as Class A Stock, and a Series of Class B Non-Voting Stock, with a par value of $1.00, which we refer to as Class B Stock. As of June 30, 2011, there were 20,500 shares of Class A Stock issued and outstanding and 250,925 shares of Class B Stock issued and outstanding.

        We have no equity compensation plans.

        Each holder of Class A Stock is entitled to one vote per share of Class A Stock, and each holder of Class B Stock is not entitled to vote except as otherwise mandated by Delaware law.

        The following table sets forth information, as of June 30, 201, regarding the beneficial ownership of our common stock. Except as disclosed in the footnotes to this table, we believe that each stockholder identified in the table possesses sole voting and investment power over all shares of common stock shown as beneficially owned by the stockholder. Unless otherwise provided, the address of each individual or entity listed below is c/o New Enterprise Stone & Lime Co., Inc., 3912 Brumbaugh Road, P.O. Box 77, New Enterprise, Pennsylvania 16664.

	Shares of Class A Common Stock Beneficially Owned				Shares of Class B Common Stock Beneficially Owned				% Total Voting Power
Name of Beneficial Owner	Number		%		Number		%		%
Paul I. Detwiler, Jr.(1)		10,250		50.0		94,245		37.6		50.0
Donald L. Detwiler(2)		10,250		50.0		50,880		20.3		50.0
Paul I. Detwiler, III & Sandra K. Detwiler(3)		—		—		8,400		3.3		—
Steven B. Detwiler & Gina M. Detwiler(4)		—		—		8,400		3.3		—
Kim D. Van Buren & James W. Van Buren(5)		—		—		8,400		3.3		—
Paul I. Detwiler, III		—		—		11,333.3		4.5		—
Steven B. Detwiler		—		—		11,333.3		4.5		—
Joann D. Bull		—		—		4,200		1.7		—
Jennifer Detwiler		—		—		4,200		1.7		—
Jeffrey D. Detwiler		—		—		15,533.3		6.2		—
Kim D. Van Buren		—		—		17,000		6.8		—
Karen D. Bascom		—		—		17,000		6.8		—
Donald L. Detwiler 2000 GST Exempt Trust for Karen D. Bascom dated December 6, 2000(6)		—		—		25,440		10.1		—
Donald L. Detwiler 2000 GST Exempt Trust for Kim D. Van Buren dated December 6, 2000(7)		—		—		25,440		10.1		—
Paul I. Detwiler, Jr. 2000 GST Exempt Trust for Paul I. Detwiler, III dated December 27, 2000(8)		—		—		18,849		7.5		—
Paul I. Detwiler, Jr. 2000 GST Exempt Trust for Steven B. Detwiler dated December 27, 2000(9)		—		—		18,849		7.5		—
Paul I. Detwiler, Jr. 2000 GST Exempt Trust for Joann D. Bull dated December 27, 2000(10)		—		—		18,849		7.5		—
Paul I. Detwiler, Jr. 2000 GST Exempt Trust for Jennifer Detwiler DeLong dated December 27, 2000(11)		—		—		18,849		7.5		—
Paul I. Detwiler, Jr. 2000 GST Exempt Trust for Jeffrey D. Detwiler dated December 27, 2000(12)		—		—		18,849		7.5		—

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	Shares of Class A Common Stock Beneficially Owned				Shares of Class B Common Stock Beneficially Owned				% Total Voting Power
Name of Beneficial Owner	Number		%		Number		%		%
Named Executive Officers and Directors
Paul I. Detwiler, Jr.(1)		10,250		50.0		94,245		37.6		50.0
Donald L. Detwiler(2)		10,250		50.0		50,880		20.3		50.0
Paul I. Detwiler, III(13)		—		—		38,582.3		15.4		—
Steven B. Detwiler(14)		—		—		38,582.3		15.4		—
James W. Van Buren(15)		—		—		50,840		20.3		—
All directors and current executive officers as a group (16 persons)(16)		20,500		100.0		242,525		96.7		100.0

(1)

Represents shares of Class A Common Stock owned by Paul I. Detwiler, Jr. and shares of Class B Common Stock owned by certain trusts described in footnotes 8, 9, 10, 11 and 12 below of which Paul I. Detwiler, Jr. is deemed to have beneficial ownership as a result of his relationship to one or more of the co-trustees of the trusts.

(2)

Represents shares of Class A Common Stock owned by Donald L. Detwiler and shares of Class B Common Stock owned by certain trusts described in footnotes 6 and 7 below of which Donald L. Detwiler is deemed to have beneficial ownership as a result of his relationship to one or more of the co-trustees of such trusts.

(3)

Such shares are held by tenancy in the entirety.

(4)

Such shares are held by tenancy in the entirety.

(5)

Such shares are held by tenancy in the entirety.

(6)

Represents shares of Class B Common Stock held of record for the benefit of Karen D. Bascom, who also owns shares of Class B Common Stock in her own name. Lynnea K. Detwiler and Karen D. Bascom are co-trustees of such trust and have shared voting and investment power over the shares listed in the table.

(7)

Represents shares of Class B Common Stock held of record for the benefit of Kim D. Van Buren, who also owns shares of Class B Common Stock in her own name. Lynnea K. Detwiler and Kim D. Van Buren are co-trustees of such trust and have shared voting and investment power over the shares listed in the table.

(8)

Represents shares of Class B Common Stock held of record for the benefit of Paul I. Detwiler, III, who also owns shares of Class B Common Stock in his own name. Patricia Detwiler and Paul I. Detwiler, III are co-trustees of such trust and have shared voting and investment power over the shares listed in the table.

(9)

Represents shares of Class B Common Stock held of record for the benefit of Steven B. Detwiler, who also owns shares of Class B Common Stock in his own name. Patricia Detwiler and Steven B. Detwiler are co-trustees of such trust and have shared voting and investment power over the shares listed in the table.

(10)

Represents shares of Class B Common Stock held of record for the benefit of Joann D. Bull, who also owns shares of Class B Common Stock in her own name. Patricia Detwiler and Joann D. Bull are co-trustees of such trust and have shared voting and investment power over the shares listed in the table.

(11)

Represents shares of Class B Common Stock held of record for the benefit of Jennifer Detwiler, who also owns shares of Class B Common Stock in her own name. Patricia Detwiler and Jennifer

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Detwiler are co-trustees of such trust and have shared voting and investment power over the shares listed in the table.

(12)

Represents shares of Class B Common Stock held of record for the benefit of Jeffrey D. Detwiler, who also owns shares of Class B Common Stock in his own name. Patricia Detwiler and Jeffrey D. Detwiler are co-trustees of such trust and have shared voting and investment power over the shares listed in the table.

(13)

Represents 8,400 shares of Class B Common Stock held by tenancy in the entirety with his wife, 18,849 shares of Class B Common Stock held beneficially by the Paul I. Detwiler 2000 GST Exempt Trust for Paul I. Detwiler, III dated December 27, 2000 of which Mr. Detwiler is a co-trustee and 11,333.3 shares of Class B Common Stock held directly.

(14)

Represents 8,400 shares of Class B Common Stock held by tenancy in the entirety with his wife, 18,849 shares of Class B Common Stock held beneficially by the Paul I. Detwiler 2000 GST Exempt Trust for Steven B. Detwiler dated December 27, 2000 of which Mr. Detwiler is a co-trustee and 11,333.3 shares of Class B Common Stock held directly.

(15)

Represents 8,400 shares of Class B Common Stock held by tenancy in the entirety with his wife, 25,440 shares of Class B Common Stock held beneficially by the Donald L. Detwiler 2000 GST Exempt Trust for Kim D. Van Buren dated December 27, 2000 of which Mr. Van Buren's wife is a co-trustee and 17,000 shares of Class B Common Stock held directly by Mr. Van Buren's wife.

(16)

Includes shares of Class B Common Stock owned by certain trusts described in footnotes 6 through 12 above, of which our executive officers are deemed to have beneficial ownership as a result of relationships to one or more of the co-trustees for certain of the trusts.

        We do not have change of control agreements with our named executive officers who are all part of our founding owner family. If an executive officer who participates in our Executive Benefit Plan is terminated without cause or resigns for good reason within the two-year period immediately following a change of control, he or she will become immediately and fully vested in his or her entire account balance in the Executive Benefit Plan and such account balance will be paid to him or her in an immediate lump sum.

        We are party to amended and restated change of control agreements, which we refer to as change of control agreements, with each of Albert S. Schmidt, III, Douglas B. Danko and Kim W. Snyder, to whom we refer individually as an executive. With the exception of Mr. Snyder, whose change of control agreement is dated July 2, 2007, each of the change of control agreements are dated July 17, 2007. Pursuant to the change of control agreements, the executive will be entitled to a lump sum payment equal to three times his base salary (as of January 11, 2008), his average bonus for the three years preceding January 11, 2008 and certain insurance benefits if any of the following events occur prior to January 11, 2013: (i) the executive's employment is terminated without good cause (as defined in the change of control agreement); (ii) the nature and scope of the executive's responsibilities are materially reduced from that which the executive enjoyed immediately prior to January 11, 2008; (iii) the executive's base salary as of January 11, 2008, is reduced; or (iv) the executive is relocated (without the executive's consent) to a principal place of employment which is more than 50 miles from executive's principal place of employment immediately prior to January 11, 2008.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Stock Restriction and Management Agreement

        On March 1, 1990, we entered into a stock restriction and management agreement, which we refer to as the stock restriction agreement, with Paul I. Detwiler, Jr. and Donald L. Detwiler, each of whom we refer to individually as a voting stockholder and collectively as the voting stockholders. The stock restriction agreement includes, among other things, restrictions on the transfer of common stock, provisions regarding the voting of the common stock as it relates to our board of directors and provisions regarding the management and operation of the Company.

Right of First Refusal and Restrictions on Transfer of Common Stock

        Under the stock restriction agreement, the ability of the voting stockholders to transfer their shares of common stock is generally subject to a right of first refusal unless the transfer is to a spouse or lineal descendant. If the shares to be transferred to a spouse or lineal descendant are shares of voting stock, such transferee must at the time of such transfer be, and have been for the two years immediately preceding the transfer, active in our management. The voting stockholders are also restricted from transferring shares of common stock to any person or entity conducting a commercial enterprise engaged in business operations which compete directly or indirectly with us.

        If the proposed transfer is to someone other than a spouse or lineal descendant, we have a right of first refusal to purchase shares of common stock proposed to be transferred by either voting stockholder. If we decide not to exercise our right of first refusal, the other voting stockholder (in the case of voting common stock) and all of our remaining stockholders (in the case of non-voting common stock) may purchase the shares that are proposed to be transferred. If a voting stockholder ceases to be one of our full time employees (subject to certain exceptions), an offer will be deemed made by such voting stockholder to sell such voting stockholder's common stock, allowing us to repurchase such shares.

Offer Rights

        The voting stockholders had put rights which required us to purchase at any time all or some of such voting stockholder's common stock. If we were unable to purchase the common stock by reason of a legal or contractual impediment, then the voting stockholders, subject to the terms and restrictions set forth in the stock restriction agreement, may have sold the voting common to other purchasers. On August 22, 2011, the stockholders of the Company amended the stock restriction agreement which, among other things, required the Company to purchase, at any time, all or some of a stockholder's common stock at the option of the individual stockholders. The amendment eliminated the stockholder's right to require the Company to purchase the common stock on a prospective basis.

Additional Issuances

        We are prohibited from issuing any additional capital stock unless: (i) we receive consideration at least equal to the stated or par value of the common stock or the per share net book value of the preferred stock or (ii) it is to one of our directors, officers or employees pursuant to one of our plans.

Public Offering

        The rights and obligations affecting the disposition of our common stock as set forth in the stock restriction agreement are terminated upon an initial public offering.

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Voting

        Each voting stockholder is entitled to nominate 50% of the directors entitled to vote. Each voting stockholder shall vote his shares of voting common stock for his and the other voting stockholder's nominees. An elected nominee's vacant position will be filled by the voting stockholder who originally selected the nominee. If a voting stockholder dies or is mentally disabled, his permitted transferee(s) will set forth the nominations. Any disagreement among such transferees will be resolved by a majority vote. Each transferee has one vote for each share of his voting stock. Once a nominee is chosen, all transferees must vote for him or her.

        Absent a contrary agreement and so long as each voting stockholder is able, each voting stockholder shall be entitled to nominate the same number of emeritus directors, which are non-voting directors, and vote for the other's nominees. Only a voting stockholder (not any permitted transferees) may nominate an emeritus director. An emeritus director vacancy will be filled only if the voting stockholders agree to fill it.

Management

        Each voting stockholder manages certain operations of the Company. If a managerial dispute arises, the voting stockholders agree to refer it to the Independent Committee for a recommendation to be approved by our board of directors.

        Each voting stockholder must take certain actions in connection with the management of our business, including, but not limited to, maximizing investment returns, abiding by a cash management plan, adhering to a budget, utilizing a certain amount for capital improvements, establishing certain job descriptions and corporate policies and taking actions to maintain the independence of our board of directors.

Restrictive Covenants

        The voting stockholders are subject to non-competition provisions while employed by us and, subject to limited exceptions, for a period of five years from the date upon which such voting stockholder's employment is terminated or such voting stockholder offers to sell his common stock. These non-competition provisions prohibit such voting stockholder from directly or indirectly owning, managing, operating, joining, controlling or participating in the ownership, management, operation or control of or be employed or otherwise connected in any manner with any commercial enterprise that is engaged in business operations which compete directly or indirectly with us.

        In addition, during the five year period described above, neither voting stockholder may: (i) solicit or aid in the solicitation of any business from any of our customers or (ii) disclose, or utilize on behalf of himself or any other person or business entity, any proprietary right of ours in any product, method or procedure whether or not such product, method or procedure is patented, trademarked or copyrighted.

Sale or Liquidation of the Company

        All obligations to purchase or sell the common stock under the stock restriction agreement shall be terminated if: (i) we sell all or substantially all of our assets to be followed by a liquidation or (ii) an agreement is reached pursuant to which 90% of our issued and outstanding capital stock will be sold.

Transferee Stock Restriction Agreement

        Each of the non-voting stockholders of the Company, with the exception of the trusts, have executed a Transferee Stock Restriction Agreement. The terms of the Transferee Stock Restriction

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Agreements, which we refer to as the transferee restriction agreements, are substantially similar to the terms of the stock restriction agreement, except the transferee restriction agreements: (i) do not include any terms regarding the management of our company and (ii) include a provision requiring the stockholder to vote any shares of voting stock acquired from the voting stockholders for directors nominated by such voting stockholder and (iii) include certain nomination rights in the event of the death or permanent mental disability of a voting stockholder. The transferee restriction agreements were amended to eliminate the stockholder's right to require the Company to purchase the common stock on a prospective basis.

Leases

        We lease our headquarters located in South Woodbury Township, Pennsylvania and an office building in Roaring Spring pursuant to two lease agreements with South Woodbury LP, a limited partnership controlled by trusts for the benefit of the Detwiler family and in which the Company owns a 1.0% general partnership interest. Both lease agreements expire on May 31, 2023, and each has one five year option to extend.

        Under these leases, we lease two tracts of land consisting of approximately 5.75 acres and an office building consisting of approximately 23,528 square feet in the borough of Roaring Spring, Blair County, Pennsylvania. The annual base rent is $0.4 million which may be reset to a fair market rate as provided in the lease. We have an option to purchase the premises for $1.7 million.

        We also lease 15.62 acres of land and an office building consisting of 70,000 square feet in South Woodbury Township, Bedford County, Pennsylvania. The annual base rent for this lease is $2.0 million, which may be reset to a fair market rate as provided in the lease. We have an option to purchase the premises for $11.1 million.

        In each of the fiscal years 2009, 2010 and 2011, we paid aggregate annual rent under these leases in the amount of $2.4 million.

Additional Arrangements

        Through two limited partnerships, James W. Van Buren owns 24.0% of Adlee Precast, Inc. d/b/a Ellenberger Precast Supply, which we refer to as Adlee. Mr. Van Buren is a limited partner in each of these partnerships. Mr. Van Buren is our Executive Vice President, Chief Operating Officer and a member of our Executive Committee on our Board of Directors. We entered into a letter agreement with Adlee dated May 1, 2006, pursuant to which we sell to Adlee various concrete products for use in its manufacture of precast medial products. Since March 1, 2009, Adlee has paid us approximately $2.5 million for products purchased from us. In addition, since March 1, 2009, we have paid Adlee approximately $3.0 million for products we purchased from Adlee. Mr. Van Buren receives no compensation in wages from Adlee. In addition, Adlee leases 10,000 square feet of industrial space from us pursuant to a lease agreement dated May 1, 2006 at our Roaring Spring quarry. On July 5, 2011, we terminated our agreement with Adlee.

        Kim W. Snyder, President of EII Transport Inc. is a director of Team Capital Bank. On December 27, 2007, Team Capital Bank was involved in issuing an approximately $0.2 million letter of credit to us which is collateralized by a cash escrow fund with Team Capital Bank. As of May 31, 2011, the interest rate for the account was 0.45%. Mr. Snyder received no benefit from this transaction and does not have an interest in it. The issuance of this letter of credit was made in the ordinary course of business, was made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to us and did not involve more than the normal risk of collectability or present other unfavorable features.

        Except as noted above, we believe each of the related party transactions are on an arm's length basis.

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DESCRIPTION OF OTHER INDEBTEDNESS

        The following summarizes the material provisions of certain of our indebtedness in addition to the indebtedness represented by the notes. This summary is not a complete description of such indebtedness. The description of our other indebtedness is qualified in its entirety by reference to the provisions of the agreements governing the terms of such other indebtedness.

        As of May 31, 2011, the aggregate outstanding principal balance of our first lien term loan ("term loan A"), first lien term loan B ("term loan B") and first lien revolving credit facility ("revolving credit facility") was $260.7 million. The balance of term loan A and term loan B was $83.3 million and $67.8 million, respectively, and borrowings under our revolving credit facility were $109.5 million with an additional $25.5 million available as of May 31, 2011.

Senior Secured Credit Facilities

        Our senior secured credit facilities consist of:

•

a first lien revolving credit facility under which we may borrow up to an aggregate amount of $135.0 million subject to a borrowing base calculation and which had an outstanding balance of $109.5 million as of May 31, 2011, which we refer to as the revolving credit facility;

•

a first lien term loan A in an aggregate principal amount of $83.3 million as of May 31, 2011, which we refer to as term loan A; and

•

a first lien term loan B in an aggregate principal amount of $67.8 million as of May 31, 2011, which we refer to as term loan B.

        We refer to the term loan A and term loan B collectively as the first lien term loans.

        Such description is not complete and is qualified in its entirety by reference to the complete text of the credit agreement and security documents, copies of which have been filed as exhibits to the registration statement of which this prospectus forms a part.

        Certain of our direct and indirect subsidiaries guarantee payment by us of any indebtedness under our senior secured credit facilities. Our obligations and the obligations of the guarantors under the senior secured credit facilities are secured by substantially all our assets and those of our subsidiary guarantors.

        The revolving credit facility terminates on January 11, 2013. The first lien term loans mature on January 10, 2014. We are required to make amortization payments under our senior secured credit facilities of approximately $5.8 million for fiscal year 2012 and $8.7 million for fiscal year 2013. We are required to repay our revolving credit facility in full in fiscal year 2013 and the remaining portions of our term loans in fiscal year 2014.

        The interest rates for our senior secured credit facilities are calculated in accordance with the terms of our credit agreement and may vary from time to time based on selections we make and as a result of changes in underlying reference rates. The interest rate options for loans under the revolving credit facility, term loan A and term loan B depend on our total leverage ratio. Under the credit agreement related to our senior secured credit facilities, the interest rate options for loans under our revolving credit facility and term loan A are: (i) a LIBOR based rate with a floor of 1.0% plus a margin ranging from 200 to 350 basis points and (ii) a rate based on the greater of (A) the prime rate, (B) the federal funds rate plus 0.5% and (C) one month LIBOR plus 2.0%, which we refer to as the ABR Rate, plus a margin ranging from 0 to 150 basis points. As of May 31, 2011, the interest rate on our term loan A was approximately 4.5%. As of May 31, 2011, the interest rate on our term loan B was

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approximately 5.0%. As of May 31, 2011, the interest rate on our revolving credit facility was approximately 4.52%.

        The second amended and restated credit agreement governing our senior secured credit facilities contains covenants that restrict various aspects of our business and operations, including our ability to make capital expenditures, incur operating lease expense, incur additional indebtedness, incur liens, make loans, investments or acquisitions, make distributions on our capital stock or payments on subordinated indebtedness, enter into mergers or dispose of assets and enter into a transaction which would constitute a change in control. In connection with the offering of notes, we amended our senior secured credit facilities to permit the issuance of notes and the use of proceeds therefrom and to provide us with greater operational flexibility. The remaining second amended and restated credit includes restrictions on our ability to repay, redeem, repurchase or otherwise retire the notes prior to their scheduled maturity.

        The second amended and restated credit includes customary events of default, including for breaches of the credit agreement and related documents, bankruptcy, material adverse effect and cross-defaults based on defaults under other agreements or indebtedness. A default under the notes would constitute an event of default under the credit agreement. The credit agreement also contains subjective acceleration clauses which allow the lenders to declare amounts outstanding under the financing arrangements due and payable if a Material Adverse Change, as defined in the second amended and restated credit, occurs.

        Under the second amended and restated credit, we are required to meet certain financial covenants, including a minimum net worth test, a fixed charge coverage ratio test and a total leverage ratio test. If we fail to meet these financial performance measures and our lenders do not agree to a waiver or amendment, then there would be an event of default under the credit agreements.

        Under the net worth test, we are required to maintain as of the end of each fiscal year a consolidated net worth of not less than the sum of (a) 75.0% of our net worth as of May 31, 2011, plus (b) 50% of cumulative net income since March 1, 2010, plus (c) 90.0% of the net proceeds from the issuance of equity since January 11, 2008.

        Under the fixed charge coverage ratio test, we are required to maintain a fixed charge coverage ratio of at least 1.05 to 1 as the end of each fiscal quarter through August 31, 2012 and at least 1.10 to 1.00 as at the end of each fiscal quarter thereafter.

        Under the total leverage ratio test, we are required to maintain a total leverage ratio of no more than 5.50 to 1 as at the end of each fiscal quarter through May 31, 2011 and no more than 5.90 to 1.00 as at the end of each fiscal quarter thereafter.

        During the last quarter of the fiscal year our second amended and restated credit agreement requires us to maintain a balance under the revolving credit facility of no more than $85.0 million for 30 consecutive days.

        Pursuant to the second amended and restated credit, we also agreed to limit capital expenditures to a maximum of $30.0 million per year. Our total leverage ratio for any relevant period is defined as the ratio of "Average Indebtedness" for that period to "EBITDAR" for that period. "Average Indebtedness" for any period means, (a) with respect to revolving loans, (i) the average daily outstanding principal amount of our revolving loans during such period less (ii) if such period ends within twelve months of August 18, 2010, $43,500,000 and, (b) with respect to all other indebtedness, the outstanding principal amount of such indebtedness (or the equivalent amount for lease obligations) at the end of such period. "EBITDAR" for any period means net income plus the sum of the following (to the extent deducted in the computation of such net income and without duplication): (a) depreciation expense and cost depletion; (b) amortization expense; (c) interest expense; (d) the sum

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(without duplication) of all taxes payable by us and our subsidiaries and restricted payments permitted in respect of taxes to our shareholders (but, if there is a net tax benefit, such tax benefit shall be deducted from net income in calculating EBITDAR); and (e) all expenses relating to synthetic leases and operating leases.

        On August 26, 2011, we entered into a new $20 million senior secured credit facility which will mature on March 1, 2012 and bears an interest rate of LIBOR plus a 5% margin. This facility is secured by mortgages on certain of our real estate facilities.

Land and Equipment Obligations

        We have a term loan secured by specified equipment with an outstanding balance of $3.8 million as of May 31, 2011, which we refer to as the equipment loan. The agreement governing the equipment loan includes covenants substantially similar to those in the credit agreement for the first lien term loans. The equipment loan matures on August 2012, and prior to maturity amortizes in consecutive monthly installments of approximately $0.2 million. The interest rate options for the equipment loan are LIBOR plus 3.50% or Prime Rate plus 3.50%. As of May 31, 2011, the effective rate of interest was 3.71%. The equipment loan includes covenants substantially similar to those included in the credit agreement for the senior secured credit facilities.

        We also have various other loans secured by mortgages on real property or certain specified equipment, with an aggregate outstanding balance of $17.9 million as of May 31, 2011. All loans provide for at least annual payments, which include interest up to 10.0% per annum. Principally all loans are secured by the land and equipment acquired. During fiscal year 2011, we incurred additional debt for such purposes of $3.5 million.

Industrial Development Authority Bonds

        We obtained debt financing in connection with the following three series of industrial development authority bonds:

•

$6,000,000 Berks County Industrial Development Authority variable rate demand/fixed rate revenue bonds (Stabler Companies Inc. Project) series of 1998, which we refer to as the Berks County bonds;

•

$4,500,000 Bradford County Industrial Development Authority variable rate demand/fixed rate revenue bonds (State Aggregates Inc. Project) series of 2000, which we refer to as the Bradford County bonds; and

•

$8,465,000 Union County Industrial Development Authority variable rate demand/fixed rate revenue bonds (Stabler Companies Inc. Project) series of 2001, which we refer to as the 2001 Union County bonds.

        In connection with each of the Berks County bonds, Bradford County bonds, 2001 Union County bonds and 2005 Union County bonds, we have entered into a loan agreement with the respective industrial development authority, pursuant to which we make payments at times and in amounts sufficient to provide for the full and timely payment of the bonds as the payments become due and payable under a trust indenture between the respective industrial development authority and trustee. In connection with each series of bonds, our payment obligations are secured by an irrevocable letter of credit delivered to the trustee by a bank pursuant to a letter of credit agreement. As of the date of this prospectus, M&T is the trustee and issuer of the letter of credit for each series of bonds. Each series of bonds bears interest at a variable rate, subject to conversion to a fixed rate at our option. The loan agreements, letter of credit agreements and other bond documents contain representations, warranties, indemnifications and other covenants.

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        As of May 31, 2011, the effective interest rate for the following industrial bonds ranges from approximately 0.4% to 0.5%.

        The Berks County bonds mature on October 1, 2013, and principal payments of $400,000 are due annually on October 1. We fund the principal payments through payment of equal monthly installments to a sinking fund account maintained at M&T. As of May 31, 2011, $1.2 million of principal remained outstanding.

        The Bradford County bonds mature February 1, 2015, and varying principal payments, ranging from $335,000 in 2010 to $395,000 in 2015, are due annually on February 1. We fund the principal payments through payment of quarterly installments to a sinking fund account maintained at M&T. As of May 31, 2011, $1.5 million of principal remained outstanding.

        The 2001 Union County Bonds and the 2005 Union County bonds mature May 1, 2022, and principal payments of $425,000 are due annually on May 1. We fund the principal payments through payment of equal monthly installments to a sinking fund account maintained at M&T. As of May 31, 2011, $4.7 million of principal remained outstanding.

        On May 13, 2011, we redeemed the Susquehanna County Industrial Development Authority Tax-Exempt Adjustable Mode Industrial Development Revenue Bonds (Stabler Companies Inc. Project) Series of 2005 for the entire outstanding principal amount of $3.8 million, with the proceeds from a $4.0 million unsecured loan from M&T Bank. The unsecured note from M&T Bank matures in May 2014 and the interest rate is LIBOR plus a margin of 3.75%. The effective interest rate as of May 31, 2011 was 3.94%. There were no additional covenants associated with the borrowing.

Capital Leases

        We have various arrangements for the lease of machinery and equipment which qualify as capital leases. These arrangements typically provide for monthly payments, some of which include residual value guarantees if we were to terminate the arrangement during certain specified periods of time for each underlying asset under lease. Our capital lease obligation as of May 31, 2011 was $12.3 million.

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DESCRIPTION OF THE NOTES

        On August 18, 2010, New Enterprise Stone & Lime Co., Inc. issued $250,000,000 in aggregate principal amount of old notes under an indenture (the "Indenture"), dated as of August 18, 2010, among the Company, the Guarantors (as defined below) and Wells Fargo Bank National Association, as trustee (the "Trustee"). The exchange notes will be issued under the Indenture. The exchange notes will evidence the same debt as the old notes. Consequently, the old notes and exchange notes will be treated as a single class for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. A copy of the Indenture has been filed as an exhibit to the registration statement of which this prospectus forms a part. The terms of the exchange notes are identical in all material respects to the old notes, except the exchange notes will not contain transfer restrictions and holders of exchange notes will no longer have any registration rights and we will not be obligated to pay additional interest as described in the registration rights agreements. Wells Fargo, N.A., as trustee of the old notes, will authenticate and deliver exchange notes for original issue only in exchange for a like principal amount of old notes. Any old notes that remain outstanding after the consummation of this exchange offer, together with the exchange notes, will be treated as a single class of securities under the Indenture. Accordingly, all references in this section to specified percentages in aggregate principal amount of outstanding exchange notes shall be deemed to mean, at any time after this exchange offer is consummated, such percentage in aggregate principal amount of the old notes and the exchange notes outstanding.

        The old notes and the exchange notes are referred collectively in this section of the prospectus as the "Notes." The statements under this caption relating to the Indenture, the Notes and the Note Guarantees are summaries and are not a complete description of the Indenture, the Notes or the Note Guarantees, and where reference is made to particular provisions of the Indenture, such provisions, including the definitions of certain terms, are qualified in their entirety by reference to all of the provisions of the Indenture. The definitions of certain capitalized terms used in the following summary are set forth below under "—Certain Definitions." For purposes of this section of the prospectus, references to the "Company", "we", "us", "our" or similar terms shall mean New Enterprise Stone & Lime Co., Inc. without its subsidiaries. Unless otherwise indicated, references under this caption to Sections or Articles are references to sections and articles of the Indenture. A copy of the Indenture is available upon request from the Company.

General

        The Notes will mature on September 1, 2018. The Company may issue additional notes (the "Additional Notes") under the Indenture, subject to the limitations described below under the covenant "Limitation on Incurrence of Debt." The Notes and any Additional Notes subsequently issued under the Indenture would be treated as a single class for all purposes of the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase and will be substantially identical other than the issuance date and the dates from which interest will accrue.

        Interest on the Notes will be payable at 11% per annum. Interest on the Notes will be payable semi-annually in arrears on March 1 and September 1, and commenced on March 1, 2011. The Company will make each interest payment to the holders of record of the Notes on the immediately preceding February 15 and August 15. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including the Issue Date with respect to the Notes. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

        Principal of and premium, if any, and interest on the Notes will be payable, and the Notes will be exchangeable and transferable, at the office or agency of the Company maintained for such purposes, which, initially, will be the office of the Trustee or an agent thereof, which initially will be the corporate

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trust office of the Trustee located at MAC N9311-110, 625 Marquette Ave., Minneapolis, MN 55479; provided, however, that payment of interest may be made at the option of the paying agent by check mailed to the Person entitled thereto as shown on the security register. The Notes will be issued only in fully registered form without coupons, in denominations of $2,000 and integral multiples of $1,000 in excess thereof. No service charge will be made for any registration of transfer, exchange or redemption of Notes, except in certain circumstances for any tax or other governmental charge that may be imposed in connection therewith.

Guarantees by Domestic Subsidiaries

        The Notes will be guaranteed on a joint and several basis by the Guarantors (the "Note Guarantees"). Not all Subsidiaries will Guarantee the Notes. Neither Unrestricted Subsidiaries nor Domestic Subsidiaries that are not guarantors under the Credit Agreement will guarantee the Notes. In addition, if in the future we have any Foreign Subsidiaries they will not guarantee the Notes. As of the date of the Indenture, each of our Domestic Subsidiaries were Guarantors except Rock Solid Insurance Company, NESL II, LLC, Kettle Creek Partners GP, LLC and Kettle Creek Partners, L.P. The Note Guarantees were senior unsecured obligations of each Guarantor and will rank equally with all existing and future senior unsecured Debt of such Guarantor and senior to all subordinated Debt of such Guarantor. The Note Guarantees will be effectively subordinated to any secured debt of such Guarantor to the extent of the assets securing such debt. The Indenture provides that the obligations of a Guarantor under its Note Guarantee will be limited to the maximum amount as will result in the obligations of such Guarantor under the Note Guarantee not to be deemed to constitute a fraudulent conveyance or fraudulent transfer under federal or state law. By virtue of this limitation, a Guarantor's obligations under its Note Guarantee could be significantly less than amounts payable with respect to the Notes, or a Guarantor may have effectively no obligation under its Note Guarantee.

        As of the date of the Indenture, all of our Domestic Subsidiaries were "Restricted Subsidiaries" except NESL II, Kettle Creek Partners GP, LLC and Kettle Creek Partners, L.P. Under the circumstances described below under the subheading "—Certain Covenants—Limitation on Creation of Unrestricted Subsidiaries," any of our Subsidiaries may be designated as "Unrestricted Subsidiaries." Unrestricted Subsidiaries will not be subject to many of the restrictive covenants in the Indenture and will not guarantee the Notes.

        Claims of creditors of non-guarantor Subsidiaries, including trade creditors, secured creditors and creditors holding debt and guarantees issued by those Subsidiaries, and claims of preferred stockholders (if any) of those subsidiaries generally will have priority with respect to the assets and earnings of those subsidiaries over the claims of creditors of the Company, including holders of the Notes.

        The Indenture provides that the Note Guarantee of a Guarantor (and any of its Subsidiaries that are Guarantors) will be automatically and unconditionally released:

        (a)   in the event of a sale or other transfer or disposition of all of the Capital Interests in any Guarantor to any Person that is not (after giving effect to such transaction) a Restricted Subsidiary of the Company in compliance with the terms of the Indenture, or in the event all or substantially all the assets or Capital Interests of a Guarantor are sold or otherwise transferred, by way of merger, consolidation or otherwise, to a Person that is not (after giving effect to such transaction) a Restricted Subsidiary of the Company in compliance with the terms of the Indenture;

        (b)   upon the designation of such Guarantor as an Unrestricted Subsidiary in compliance with the provisions described under the subheading "—Certain Covenants—Limitation on Creation of Unrestricted Subsidiaries";

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        (c)   in connection with a defeasance of the Notes or satisfaction and discharge of the Indenture in accordance with the terms of the Indenture; or

        (d)   upon a sale of Capital Interests which causes such Guarantor to cease to be a Restricted Subsidiary if such sale does not violate any provision of the Indenture.

        Not all of our Subsidiaries will guarantee the Notes. The Company's non-Guarantor Subsidiaries accounted for approximately 3.2% (excluding intercompany eliminations) of the total assets of the Company and its Subsidiaries determined in accordance with GAAP as of May 31, 2011.

Ranking

Ranking of the Notes

        The Notes will be senior unsecured obligations of the Company. As a result, the Notes:

•

will rank equally in right of payment with all existing and future Debt of the Company that is not by its terms expressly subordinated in right of payment to the Notes;

•

will rank senior in right of payment to all existing and future Debt of the Company that is by its terms expressly subordinated in right of payment to the Notes;

•

will be effectively subordinated in right of payment to all of the Company's existing and future secured obligations to the extent of the assets securing such obligations; and

•

will be effectively subordinated to the Debt and other obligations of the non-Guarantor Subsidiaries.

        The Debt under the Credit Agreement is secured by substantially all of the Company's assets and guaranteed by the Guarantors, which guarantees in turn are secured by substantially all of such Guarantors' assets. Accordingly, while the Notes rank equally in right of payment with the Debt under the Credit Agreement and all other liabilities not expressly subordinated by their terms to the Notes, the Notes are effectively subordinated to the Debt outstanding under the Credit Agreement to the extent of the value of the assets securing such Debt.

        As of May 31, 2011 the Company and its Subsidiaries had approximately $553.3 million of Debt outstanding (including the Notes), $297.0 million of which was secured debt. In addition, we had $25.5 million of availability under the Credit Agreement, all of which was secured. Our non-Guarantor Subsidiaries had $18.2 million of liabilities (excluding intercompany eliminations) that ranked structurally senior to the Notes.

        See "Risk Factors—Risks Related to the Notes and Our Indebtedness—Your Right to Receive Payment on the Notes Will be Effectively Subordinated to the Liabilities of Our Non-guarantor Subsidiaries."

Ranking of the Note Guarantees

        Each Note Guarantee is a senior unsecured obligation of the Guarantor. As such each Note Guarantee:

•

will rank equally in right of payment with all existing and future Debt of the Guarantor that is not by its terms expressly subordinated in right of payment to the Note Guarantee of such Guarantor;

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•

will rank senior in right of payment to all existing and future Debt of the Guarantor that is by its terms expressly subordinated in right of payment to the Note Guarantee of such Guarantor; and

•

will be effectively subordinated in right of payment to all of the Guarantor's existing and future secured obligations to the extent of the assets securing such obligations.

Sinking Fund

        There are no mandatory sinking fund payment obligations with respect to the Notes.

Optional Redemption

        The Notes are subject to redemption, at the option of the Company, in whole or in part, at any time on or after September 1, 2014, upon not less than 30 nor more than 60 days' notice (except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of Notes or a satisfaction and discharge of the Indenture) at the following Redemption Prices (expressed as percentages of the principal amount to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the right of Holders of record on the relevant regular record date to receive interest due on an interest payment date that is on or prior to the redemption date), if redeemed during the 12-month period beginning September 1 of the years indicated:

Year	Redemption Price
2014		105.500	%
2015		102.750	%
2016 and thereafter		100.000	%

        At any time prior to September 1, 2014, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days' prior notice at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest thereon, if any, to, but not including, the date of redemption (the "Redemption Date"), subject to the rights of Holders of Notes on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date.

        In addition to the optional redemption of the Notes in accordance with the provisions of the preceding paragraphs, prior to September 1, 2013, the Company may, with the net proceeds of one or more Qualified Equity Offerings, redeem up to 35% of the aggregate principal amount of the outstanding Notes (which include Additional Notes, if any) at a redemption price equal to 111.000% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the date of redemption; provided that at least 65% of the principal amount of Notes originally issued under the Indenture (which include Additional Notes, if any) remains outstanding immediately after the occurrence of any such redemption (excluding Notes held by the Company or its Subsidiaries) and that any such redemption occurs within 120 days following the closing of any such Qualified Equity Offering.

        If less than all of the Notes are to be redeemed, the Trustee will select the Notes or portions thereof to be redeemed by lot, pro rata or by any other method the Trustee shall deem fair and appropriate.

        No Notes of less than $2,000 shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 days before the redemption date to each Holder of Notes to be redeemed at

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its registered address. If any Note is to be redeemed in part only, the notice of redemption that relates to that Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions of them called for redemption so long as the Company timely delivers funds to the Trustee for such redemption.

        The Company may at any time, and from time to time, purchase Notes in the open market or otherwise, subject to compliance with applicable securities laws.

Change of Control

        Upon the occurrence of a Change of Control, the Company will be required to make an Offer to Purchase all of the outstanding Notes at a Purchase Price in cash equal to 101% of the principal amount tendered, together with accrued interest, if any, to but not including the Purchase Date (subject to the right of Holders of Notes of record on the relevant regular record date to receive interest due to an interest payment date that is on or prior to the Purchase Date). For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) not later than 30 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Company commences an Offer to Purchase all outstanding Notes at the Purchase Price (provided that the running of such 30-day period shall be suspended, for up to a maximum of 30 days, during any period when the commencement of such Offer to Purchase is delayed or suspended by reason of any court's or governmental authority's review of or ruling on any materials being employed by the Company to effect such Offer to Purchase, so long as the Company have used and continue to use their commercial best efforts to make and conclude such Offer to Purchase promptly) and (ii) all Notes properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. The Company may commence an Offer to Purchase in respect of a Change of Control prior to the consummation of such Change of Control if a definitive agreement for such Change of Control is in place at the time of such Offer to Purchase. If the Offer to Purchase is commenced prior to the occurrence of the Change of Control, the Offer maybe conditioned upon the occurrence of the Change of Control.

        The phrase "all or substantially all," as used in the definition of "Change of Control," has not been interpreted under New York law (which is the governing law of the Indenture) to represent a specific quantitative test. As a consequence, in the event the Holders of the Notes elected to exercise their rights under the Indenture and the Company elected to contest such election, there could be no assurance how a court interpreting New York law would interpret such phrase. As a result, it may be unclear as to whether a Change of Control has occurred and whether a Holder of Notes may require the Company to make an Offer to Purchase the Notes as described above.

        The provisions of the Indenture may not afford Holders protection in the event of a highly leveraged transaction, reorganization, restructuring, merger or similar transaction affecting the Company that may adversely affect Holders, if such transaction is not the type of transaction included within the definition of Change of Control. A transaction involving the management of the Company or its Affiliates, or a transaction involving a recapitalization of the Company, will result in a Change of Control only if it is the type of transaction specified in such definition.

        The definition of Change of Control may be amended or modified, and our obligation to make an offer to repurchase the Notes in connection with a Change of Control may be modified or waived, with the written consent of a majority in aggregate principal amount of outstanding Notes. See "—Amendment, Supplement and Waiver."

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        In addition, under a recent Delaware Chancery Court interpretation of a change of control repurchase requirement with a continuing director provision, a board of directors may approve a slate of shareholder nominated directors without endorsing them or while simultaneously recommending and endorsing its own slate instead. The foregoing interpretation would permit our Board of Directors to approve a slate of directors that included a majority of dissident directors nominated pursuant to a proxy contest, and the ultimate election of such dissident slate would not constitute a "Change of Control" that would trigger your right to require us to repurchase your Notes as described above.

        The Company will be required to comply with the requirements of any applicable securities laws or regulations in connection with any repurchase of the Notes as described above. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the Indenture by virtue of such compliance.

        The Company will not be required to make an Offer to Purchase upon a Change of Control if (i) a third party makes such Offer to Purchase contemporaneously with or upon a Change of Control in the manner, at the times and otherwise in compliance with the requirements of the Indenture and purchases all Notes validly tendered and not withdrawn under such Offer to Purchase or (ii) a notice of redemption has been given pursuant to the Indenture as described above under the caption "—Optional Redemption."

        The Company's ability to pay cash to the Holders of Notes upon a Change of Control may be limited by the Company's then existing financial resources. Further, the agreements governing the Company's other Debt contain, and future agreements of the Company may contain, restrictions on purchases of the Notes and provisions that certain events that would constitute a Change of Control constitute a default thereunder. If the exercise by the Holders of Notes of their right to require the Company to repurchase the Notes upon a Change of Control would trigger a default or occurred at the same time as a change of control event under one or more of the Company's other Debt agreements, the Company's ability to pay cash to the Holders of Notes upon a repurchase may be further limited by the Company's then existing financial resources. See "Risk Factors—Risks Related to the Notes and our Indebtedness—We May Not be Able to Raise the Funds Necessary to Finance the Change of Control Offer Required by the Indenture."

Certain Covenants

        Set forth below are certain covenants contained in the Indenture:

Limitation on Incurrence of Debt

        The Indenture provides that the Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt), unless, immediately after giving effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom, (a) the Consolidated Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries, determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four Quarter Period (other than any Debt Incurred under the revolving portion of a credit agreement), had been Incurred and the proceeds thereof had been applied at the beginning of such Four Quarter Period, and any other Debt repaid since the beginning of such Four Quarter Period had been repaid at the beginning of such Four Quarter Period, would be greater than 2.25:1 and (b) no Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the Incurrence of such Debt.

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        If, during the Four Quarter Period or subsequent thereto and on or prior to the date of determination, the Company or any of its Restricted Subsidiaries shall have engaged in any Asset Sale or Asset Acquisition or shall have designated any Restricted Subsidiary to be an Unrestricted Subsidiary or any Unrestricted Subsidiary to be a Restricted Subsidiary, Consolidated Cash Flow Available for Fixed Charges and Consolidated Interest Expense for the Four Quarter Period shall be calculated on a pro forma basis giving effect to such Asset Sale or Asset Acquisition or designation, as the case may be, and the application of any proceeds therefrom as if such Asset Sale or Asset Acquisition or designation had occurred on the first day of the Four Quarter Period.

        If the Debt which is the subject of a determination under this provision is Acquired Debt, or Debt Incurred in connection with the simultaneous acquisition of any Person, business, property or assets, or Debt of an Unrestricted Subsidiary being designated as a Restricted Subsidiary, then such ratio shall be determined by giving effect (on a pro forma basis, as if the transaction had occurred at the beginning of the Four Quarter Period) to the Incurrence of such Acquired Debt or such other Debt by the Company or any of its Restricted Subsidiaries and the inclusion, in Consolidated Cash Flow Available for Fixed Charges, of the Consolidated Cash Flow Available for Fixed Charges of the acquired Person, business, property or assets or redesignated Subsidiary.

        Notwithstanding the first paragraph above, the Company and its Restricted Subsidiaries may Incur Permitted Debt.

        For purposes of determining any particular amount of Debt under this "Limitation on Incurrence of Debt" covenant, (x) Debt under the Credit Agreement on the Issue Date shall initially be treated as Incurred pursuant to clause (i) of the definition of "Permitted Debt," and (y) Guarantees or obligations with respect to letters of credit supporting Debt otherwise included in the determination of such particular amount shall not be included. For purposes of determining compliance with this "Limitation on Incurrence of Debt" covenant, in the event that an item of Debt meets the criteria of more than one of the types of Debt described above, including categories of Permitted Debt and the first paragraph of this "Limitation on Incurrence of Debt" covenant, the Company, in its sole discretion, shall classify, and from time to time may reclassify, all or any portion of such item of Debt.

        The accrual of interest, the accretion or amortization of original issue discount and the payment of interest on Debt in the form of additional Debt or payment of dividends on Capital Interests in the forms of additional shares of Capital Interests with the same terms will not be deemed to be an Incurrence of Debt for purposes of this covenant.

        The Company and any Guarantor will not Incur any Debt that pursuant to its terms is subordinate or junior in right of payment to any Debt unless such Debt is subordinated in right of payment to the Notes and the Note Guarantees to the same extent; provided that Debt will not be considered subordinate or junior in right of payment to any other Debt solely by virtue of being unsecured or secured to a greater or lesser extent or with greater or lower priority.

Limitation on Restricted Payments

        The Indenture provides that the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, make any Restricted Payment unless, at the time of and after giving effect to the proposed Restricted Payment:

        (a)   no Default or Event of Default shall have occurred and be continuing or will occur as a consequence thereof;

        (b)   after giving effect to such Restricted Payment on a pro forma basis, the Company would be permitted to Incur at least $1.00 of additional Debt (other than Permitted Debt) pursuant to

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the provisions described in the first paragraph under the "Limitation on Incurrence of Debt" covenant; and

        (c)   after giving effect to such Restricted Payment on a pro forma basis, the aggregate amount expended or declared for all Restricted Payments made on or after the Issue Date (excluding Restricted Payments permitted by clauses (ii), (iii), (vi), (vii), (viii), (ix) and (x) of the next succeeding paragraph), shall not exceed the sum (without duplication) of:

        (1)   50% of the Consolidated Net Income (or, if Consolidated Net Income shall be a deficit, minus 100% of such deficit) of the Company accrued on a cumulative basis during the period (taken as one accounting period) beginning on the first day of the fiscal quarter that includes the Issue Date and ending on the last day of the most recent fiscal quarter immediately preceding the date of such proposed Restricted Payment for which internally prepared financial statements are available, plus

        (2)   100% of the aggregate net proceeds (including the Fair Market Value of property other than cash) received by the Company subsequent to the initial issuance of the Notes either (i) as a contribution to its common equity capital or (ii) from the issuance and sale (other than to a Restricted Subsidiary) of its Qualified Capital Interests, including Qualified Capital Interests issued upon the conversion of Debt or Redeemable Capital Interests of the Company, and from the exercise of options, warrants or other rights to purchase such Qualified Capital Interests (other than Capital Interests or Debt sold to a Subsidiary of the Company), plus

        (3)   an amount equal to the sum of (A) the net reduction in Restricted Investments, subsequent to the date of the initial issuance of the Notes, in any Person, resulting from payments of interest on Debt, dividends, distributions, repurchases, redemptions, repayments of loans or advances, proceeds realized on the sale of such Restricted Investment and proceeds representing a return of capital (but only to the extent such interest, dividends, distributions, repurchases, redemption, repayments or proceeds are not included in the calculation of Consolidated Net Income), in each case to the Company or any Restricted Subsidiary from any Person (including, without limitation, from Unrestricted Subsidiaries); plus (B) the portion (proportionate to the equity interest of the Company and its Restricted Subsidiaries in such Unrestricted Subsidiary) of the fair market value of the net assets of an Unrestricted Subsidiary at the time such Unrestricted Subsidiary is designated as a Restricted Subsidiary in accordance with the terms of the Indenture, provided, however, that the amount determined in the case of (A) or (B) above shall not exceed, in the case of any such Person, the amount of Investments (excluding Permitted Investments) previously made by the Company or any Subsidiary of the Company in such Person or Unrestricted Subsidiary, as the case may be.

        Notwithstanding the foregoing provisions, the Company and its Restricted Subsidiaries may take the following actions, provided that, in the case of clauses (iv) or (vii), immediately after giving effect to such action, no Default or Event of Default has occurred and is continuing:

        (i)    the payment of any dividend on Capital Interests in the Company or a Restricted Subsidiary within 60 days after declaration thereof if at the declaration date such payment would not have been prohibited by the foregoing provisions of this covenant;

        (ii)   the retirement of any Capital Interests of the Company by conversion into, or by or in exchange for, Qualified Capital Interests, or any Restricted Payment made out of net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the

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Company) of Qualified Capital Interests of the Company or contribution to the common equity capital of the Company;

        (iii)  the redemption, defeasance, repurchase or acquisition or retirement for value of any Debt of the Company that is subordinate in right of payment to the Notes (or, in the case of Debt of a Guarantor, subordinate in right of payment to such Guarantor's Guarantee of the Notes) out of the net cash proceeds of a substantially concurrent issue and sale (other than to a Subsidiary of the Company) of (x) new subordinated Debt of the Company or a Restricted Subsidiary Incurred in accordance with the Indenture or (y) of Qualified Capital Interests of the Company or from the proceeds of a contribution to the common equity capital of the Company;

        (iv)  the payment of any dividend or distribution by a Restricted Subsidiary of the Company to the holders of any class of its Capital Interests on a pro rata basis;

        (v)   the purchase, redemption, retirement or other acquisition for value of Capital Interests in the Company held by future, current or former employees, officers, directors or shareholders of the Company or any Restricted Subsidiary (or their estates or beneficiaries under their estates) upon death, disability, retirement or termination of employment or pursuant to the terms of any agreement under which such Capital Interests were issued; provided that the aggregate cash consideration paid for such purchase, redemption, retirement or other acquisition of such Capital Interests does not exceed $1.5 million in any calendar year; provided, however that any unused amounts in any calendar year may be carried forward to one or more future periods (in each case, plus the amount of any proceeds received in respect of key-man life insurance);

        (vi)  repurchase of Capital Interests deemed to occur upon the exercise of stock options, warrants or other convertible or exchangeable securities;

        (vii) payment on account of Redeemable Capital Interests incurred in accordance with the "Limitations on Indebtedness" covenant;

        (viii)  the repurchase, redemption, retirement or other acquisition for value of any subordinated Debt pursuant to provisions similar to those described under "Change of Control" and "Asset Sales" provided that all Notes tendered by holders in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed, retired or acquired for value;

        (ix)  contributions of cash, real property or other property to an Unrestricted Subsidiary consisting of cash, real property or other property received by the Company in an amount equal to a contribution to the Company's common equity capital or a purchase of the Company's Capital Interests (other than Disqualified Stock of the Company) and any related Investment in such Unrestricted Subsidiary by the Company or a Guarantor; provided that such cash, real property or other property is specifically identified in an Officers' Certificate delivered to the Trustee; provided, further that the amount of any such net cash proceeds that are utilized for any cash Restricted Payment will be excluded from clause (c) of the preceding paragraph;

        (x)   the purchase by the Company of fractional shares upon conversion of any securities of the Company into Capital Interests of the Company; and

        (xi)  other Restricted Payments not in excess of $15.0 million in the aggregate.

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        If the Company makes a Restricted Payment which, at the time of the making of such Restricted Payment, in the good faith determination of the Board of Directors of the Company, would be permitted under the requirements of the Indenture, such Restricted Payment shall be deemed to have been made in compliance with the Indenture notwithstanding any subsequent adjustment made in good faith to the Company's financial statements affecting Consolidated Net Income.

        If any Person in which an Investment is made, which Investment constitutes a Restricted Payment when made, thereafter becomes a Restricted Subsidiary in accordance with the Indenture, all such Investments previously made in such Person shall no longer be counted as Restricted Payments for purposes of calculating the aggregate amount of Restricted Payments pursuant to clause (c) of the first paragraph under this "Limitation on Restricted Payments" covenant, in each case to the extent such Investments would otherwise be so counted.

        If the Company or a Restricted Subsidiary transfers, conveys, sells, leases or otherwise disposes of an Investment in accordance with the "Limitation on Asset Sales" covenant, which Investment was originally included in the aggregate amount expended or declared for all Restricted Payments pursuant to clause (c) of the definition of "Restricted Payments," the aggregate amount expended or declared for all Restricted Payments shall be reduced by the lesser of (i) the Net Cash Proceeds from the transfer, conveyance, sale, lease or other disposition of such Investment or (ii) the amount of the original Investment, in each case, to the extent originally included in the aggregate amount expended or declared for all Restricted Payments pursuant to clause (c) of the definition of "Restricted Payments."

        For purposes of this covenant, if a particular Restricted Payment involves a non-cash payment, including a distribution of assets, then such Restricted Payment shall be deemed to be an amount equal to the cash portion of such Restricted Payment, if any, plus an amount equal to the Fair Market Value of the non-cash portion of such Restricted Payment.

        For purposes of determining compliance with this covenant, in the event that a proposed Restricted Payment (or portion thereof) meets the criteria of more than one of the categories of Restricted Payments described in clauses (i) through (xi) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, the Company will be entitled to classify such Restricted Payment (or portion thereof) on the date of its payment in any manner that complies with this covenant and such Restricted Payment will be treated as having been made pursuant to only such clause or clauses or the first paragraph of this covenant.

        With respect to the designation of a Subsidiary as an Unrestricted Subsidiary, the amount of the Restricted Payment will be an amount equal to the portion attributable to the Company (based on the proportion of the Capital Interests held by the Company and its Restricted Subsidiaries in such Subsidiary) of the greater of the Fair Market Value or book value of such Subsidiary. The amount of all other Restricted Payments (other than those made in cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.

Limitation on Liens

        The Company will not, and will not permit any of its Restricted Subsidiaries, directly or indirectly, to enter into, create, incur, assume or suffer to exist any Liens of any kind, other than Permitted Liens, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom without securing the Notes and all other amounts due under the Indenture (for so long as such Lien exists) equally and ratably with (or prior to) the obligation or liability secured by such Lien.

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Limitation on Dividends and Other Payments Affecting Restricted Subsidiaries

        The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, cause or suffer to exist or become effective or enter into any encumbrance or restriction (other than pursuant to the Indenture, law or regulation) on the ability of any Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Interests owned by the Company or any Restricted Subsidiary or pay any Debt or other obligation owed to the Company or any Restricted Subsidiary, (ii) make loans or advances to the Company or any Restricted Subsidiary thereof or (iii) transfer any of its property or assets to the Company or any Restricted Subsidiary.

        However, the preceding restrictions will not apply to the following encumbrances or restrictions existing under or by reason of:

        (a)   any encumbrance or restriction in existence on the Issue Date, including those required by the Credit Agreement and any agreement, document or instrument in connection therewith and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend or other payment restrictions than those contained in these agreements on the Issue Date, as determined in good faith by the Board of Directors;

        (b)   any encumbrance or restriction contained in any agreement, document or instrument governing Debt Incurred after the Issue Date in accordance with the "Limitations on Debt" covenant, provided that such agreements, documents or instruments are not materially more restrictive, taken as a whole, with respect to such dividend or other payment restrictions than those contained in Credit Agreement on the Issue Date, as determined in good faith by the Board of Directors;

        (c)   any encumbrance or restriction pursuant to an agreement relating to an acquisition of property, so long as the encumbrances or restrictions in any such agreement relate solely to the property so acquired (and are not or were not created in anticipation of or in connection with the acquisition thereof);

        (d)   any encumbrance or restriction which exists with respect to a Person that becomes a Restricted Subsidiary or merges with or into a Restricted Subsidiary of the Company on or after the Issue Date, which is in existence at the time such Person becomes a Restricted Subsidiary, but not created in connection with or in anticipation of such Person becoming a Restricted Subsidiary, and which is not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person becoming a Restricted Subsidiary;

        (e)   any encumbrance or restriction pursuant any agreement effecting a permitted renewal, refunding, replacement, refinancing or extension of Debt issued pursuant to an agreement containing any encumbrance or restriction referred to in the foregoing clauses (a) through (d) or clauses (m), (n) or (o) below, so long as the encumbrances and restrictions contained in any such refinancing agreement are no less favorable in any material respect to the Holders than the encumbrances and restrictions contained in the agreements governing the Debt being renewed, refunded, replaced, refinanced or extended in the good faith judgment of the Board of Directors of the Company;

        (f)    customary provisions restricting subletting or assignment of any lease, contract, or license of the Company or any Restricted Subsidiary or provisions in agreements that restrict the assignment of such agreement or any rights thereunder;

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        (g)   any restriction on the sale or other disposition of assets or property securing Debt as a result of a Permitted Lien on such assets or property;

        (h)   any encumbrance or restriction by reason of applicable law, rule, regulation or order;

        (i)    any encumbrance or restriction under the Indenture, the Notes and the Note Guarantees;

        (j)    any encumbrance or restriction under the sale of assets, including, without limitation, any agreement for the sale or other disposition of a subsidiary that restricts distributions by that Subsidiary pending its sale or other disposition;

        (k)   restrictions on cash and other deposits or net worth imposed by customers under contracts entered into the ordinary course of business;

        (l)    provisions with respect to the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements entered into the ordinary course of business;

        (m)  any instrument governing Debt or Capital Interests of a Person acquired by the Company or any of the Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Debt or Capital Interests was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Debt, such Debt was permitted by the terms of the Indenture to be incurred;

        (n)   purchase money obligations (including Capital Lease Obligations) for property acquired in the ordinary course of business and security documents related thereto that impose restrictions on that property so acquired of the nature described in clause (iii) of the first paragraph hereof;

        (o)   Liens securing Debt otherwise permitted to be incurred under the provisions of the covenant described above under the caption "—Limitation on Liens" that limit the right of the debtor to dispose of the assets subject to such Liens; and

        (p)   customary provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements otherwise permitted by the Indenture entered into with the approval of the Company's Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements (including the Capital Interests of any joint venture or other entity which is the subject of such agreements).

        Nothing contained in this "Limitation on Dividends and Other Payments Affecting Restricted Subsidiaries" covenant shall prevent the Company or any Restricted Subsidiary from (i) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in the "Limitation on Liens" covenant or (ii) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Debt of the Company or any of its Restricted Subsidiaries Incurred in accordance with the Indenture.

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Limitation on Asset Sales

        The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

        (1)   the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the assets or Capital Interests issued or sold or otherwise disposed of; and

        (2)   at least 75% of the consideration received in the Asset Sale by the Company or such Restricted Subsidiary is in the form of cash or Eligible Cash Equivalents. For purposes of this provision, each of the following will be deemed to be cash:

        (a)   any liabilities, as shown on the most recent consolidated balance sheet of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to an assignment and assumption agreement that releases the Company or such Restricted Subsidiary from further liability; and

        (b)   any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash or Eligible Cash Equivalents within 180 days of their receipt to the extent of the cash received in that conversion.

        Within 365 days after the receipt of any Net Cash Proceeds from an Asset Sale, the Company (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Cash Proceeds at its option:

        (1)   to permanently repay secured Debt of the Company and/or its Restricted Subsidiaries and/or satisfy all mandatory repayment obligations under any Credit Facility arising by reason of such Asset Sale and, if the Debt repaid is revolving credit Debt, to correspondingly reduce commitments with respect thereto;

        (2)   to acquire all or substantially all of the assets of, or any Capital Interests of, another Permitted Business, if, after giving effect to any such acquisition of Capital Interests, the Permitted Business is or becomes a Restricted Subsidiary of the Company;

        (3)   to make a capital expenditure in or that is used or useful in a Permitted Business;

        (4)   to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business; or

        (5)   any combination of the foregoing.

        Pending final application of the Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest the Net Cash Proceeds in any manner not prohibited under the Indenture.

        Any Net Cash Proceeds from Asset Sales that are not applied or invested as provided in the preceding two paragraphs of this covenant will constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $15.0 million, within thirty days thereof, the Company will be required to make an Offer to Purchase to all Holders of Notes, Additional Notes and all holders of other Debt that ranks pari passu with the Notes that contains provisions similar to those set forth in the Indenture with respect to offers to repay, purchase or redeem such Debt with the proceeds of sales of assets, in an aggregate amount equal to the Excess Proceeds. The offer price in any Offer to Purchase

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will be equal to 100% of the principal amount plus accrued and unpaid interest to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Offer to Purchase, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes, Additional Notes and other pari passu debt tendered into such Offer to Purchase exceeds the amount of Excess Proceeds, the excess proceeds shall be allocated pro rata to the Notes, Additional Notes and other pari passu debt and the Trustee will select the Notes and such Additional Notes to be purchased on a pro rata basis, and if necessary by lot or by any other method the Trustee shall deem fair and appropriate so long as the minimum denomination of $2,000 or integral multiples of $1,000 in excess thereof are maintained. Upon completion of each Offer to Purchase, the amount of Excess Proceeds will be reset at zero.

        The definition of Asset Sale may be amended or modified, and our obligation to make an offer to repurchase the Notes in connection with an Asset Sale may be modified or waived, with the written consent of a majority in aggregate principal amount of outstanding Notes. See "—Amendment, Supplement and Waiver."

        The Company will comply with the requirements of any applicable securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of the Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the Indenture by virtue of such compliance.

        The Company's ability to pay cash to the Holders of Notes upon an Asset Sale may be limited by the Company's then existing financial resources. Further, the agreements governing the Company's other Debt contain, and future agreements of the Company may contain, restrictions on purchases of the Notes. If the exercise by the Holders of Notes of their right to require the Company to repurchase the Notes upon an Asset Sale would trigger a default under one or more of the Company's other Debt agreements, the Company's ability to pay cash to the Holders of Notes upon a repurchase may be further limited by the Company's then existing financial resources.

Limitation on Transactions with Affiliates

        The Indenture provides that the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, conduct any business or enter into or permit to exist any transaction or series of related transactions (including, but not limited to, the purchase, sale or exchange of property, the making of any Investment, the giving of any Guarantee or the rendering of any service) with any Unrestricted Subsidiary or any Affiliate of the Company or any Restricted Subsidiary other than transactions solely among any of the Company and its Restricted Subsidiaries (an "Affiliate Transaction") involving aggregate consideration in excess of $2.5 million, unless:

        (i)    such business, transaction or series of related transactions is on terms not materially less favorable to the Company or such Restricted Subsidiary than those that could be obtained in a comparable arm's length transaction between unaffiliated parties; and

        (ii)   with respect to an Affiliate Transaction involving an amount or having a value in excess of $5.0 million the Company delivers to the Trustee an Officers' Certificate stating that such business, transaction or series of related transactions complies with clause (i) above.

        In the case of an Affiliate Transaction involving an amount or having a value in excess of $10.0 million but less than or equal to $20.0 million, the Company must obtain either (x) a resolution

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of the Board of Directors (including a majority of Independent Directors, but in no event fewer than two Independent Directors) certifying that such Affiliate Transaction complies with clause (i) above or (y) a written opinion of a nationally recognized investment banking, accounting or appraisal firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view. In the case of an Affiliate Transaction involving an amount or having a value in excess of $20.0 million, the Company must obtain a written opinion of a nationally recognized investment banking, accounting or appraisal firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view.

        For purposes of determining the value of any Affiliate Transaction for purposes of this covenant with respect to any lease, agreement or other arrangement providing for payments over a period of time, the value of such Affiliate Transaction shall equal the aggregate amount of payments that are to be made over a five (5) year period from the commencement of such Affiliate Transaction.

        The foregoing limitation does not limit, and shall not apply to:

        (1)   Restricted Payments that are permitted by the provisions of the Indenture described above under "—Limitation on Restricted Payments" and Permitted Investments permitted under the Indenture,

        (2)   the payment of reasonable and customary fees and indemnities to members of the Board of Directors of the Company or a Restricted Subsidiary who are outside directors,

        (3)   the payment of reasonable and customary compensation and other benefits (including retirement, health, option, deferred compensation and other benefit plans) and indemnities to officers and employees of the Company or any Restricted Subsidiary as determined by the Board of Directors thereof in good faith,

        (4)   transactions between or among the Company and/or its Restricted Subsidiaries,

        (5)   the issuance of Capital Interests (other than Redeemable Capital Interests) of the Company otherwise permitted hereunder,

        (6)   any agreement or arrangement as in effect on the Issue Date and any amendment or modification thereto so long as such amendment or modification is, in the good faith judgment of the Board of Directors, not materially more disadvantageous, taken as a whole, to the Company,

        (7)   loans or advances to employees in the ordinary course of business not to exceed $2.5 million in the aggregate at any one time outstanding; and

        (8)   any merger or consolidation of the Company with an Affiliate of the Company solely for the purpose of (a) reorganizing to facilitate an initial public offering of the Capital Interests of the Company, (b) forming or collapsing a holding company structure, or (c) reincorporating the Company in a new jurisdiction.

Provision of Financial Information

        Whether or not required by the Commission, so long as any Notes are outstanding, the Company will furnish without cost to the Trustee and the Holders of Notes, within 15 days after the time periods specified in the Commission's rules and regulations:

        (1)   all quarterly and annual reports, including financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Company were required to file such Forms, including a "Management's Discussion and Analysis of Financial

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Condition and Results of Operations" and, with respect to the annual information only, a report on the annual financial statements by the Company's certified independent accountants; and

        (2)   all current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports.

        All such reports will be prepared in all material respects in accordance with the informational requirements applicable to such reports. In addition, whether or not required by the Commission, for so long as any Notes are outstanding, the Company will file a copy of all of the information and reports referred to in clauses (1) and (2) above with the Commission for public availability within the time periods specified in the Commission's rules and regulations (unless the Commission will not accept such a filing) and will post the reports on its website within those time periods; provided, however, that notwithstanding the foregoing, until such time as the registration statement relating to the exchange offer and/or shelf registration statement as required by the registration rights agreement has been filed with the Commission, the Company shall not be required to (i) file any of the information and reports referred to in clauses (1) and (2) above with the Commission, (ii) make available any information regarding director and management compensation or the occurrence of any of the events set forth in Items 1.01, 1.02, 2.02, 2.05, 2.06, 3, 5.01, 5.02(e)—(f), 5.03-5.07, 6, 7, 8 or 9 of Form 8-K, (iii) comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any "non-GAAP" financial information contained therein or Rule 3-10 or Rule 3-16 of Regulation S-X, (iv) provide any information that is not otherwise similar to information currently included in the Prospectus or (v) post such information on its website except as set forth in the next paragraph below. In addition, notwithstanding the foregoing, the Company will not be required to (i) comply with Sections 302, 906 and 404 of the Sarbanes-Oxley Act of 2002 or otherwise furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the exchange offer registration or shelf registration statement. If, at any time the Company becomes subject to the periodic reporting requirements of the Exchange Act and thereafter ceases to be so subject for any reason, the Company will nevertheless continue filing the reports specified in the preceding paragraphs of this covenant with the Commission within the time periods specified above for so long as any Notes are outstanding and not held by the Company or an Affiliate, unless the Commission will not accept such a filing. The Company will not take any action for the purpose of causing the Commission not to accept any such filings. If the Commission will not accept the Company's filings for any reason, the Company will post the reports referred to in the preceding paragraphs on a restricted portion of its website not accessible to the public generally within the time periods that would apply if the Company were required to file those reports with the Commission.

        Until such time as the registration statement relating to the exchange offer and/or shelf registration statement as required by the registration rights agreement has been filed with the Commission, to the extent that the Company does not file such information with the Commission, the Company will deliver such information and such reports to the Trustee and post such information and such reports to Intralinks or a comparable password protected online data system, such that such information and such reports are available electronically to (a) any Holder, (b) any beneficial owner of the Notes who certifies that it is a beneficial owner of the Notes, (c) any prospective investor who certifies that it is an Qualified Institutional Buyer (as defined in the Securities Act) or (d) any securities analyst who certifies that it is a securities analyst and who requests a password from the Company and agrees to treat such information as confidential; provided that with respect of the Company's fiscal quarter ending August 30, 2010, such information and reports shall not be required to be delivered prior to 60 days after the end of such fiscal quarter.

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        In addition, until such time as the registration statement relating to the exchange offer and/or shelf registration statement as required by the registration rights agreement has been filed with the Commission and so long as any Notes are outstanding, the Company will also:

        (1)   within 15 business days after filing with the Trustee the annual and quarterly information required pursuant to clauses (1) and (2) of the first paragraph of this section, hold a conference call to discuss such reports and the results of operations for the relevant reporting period; and

        (2)   issue a press release to an internationally recognized wire service no fewer than three business days prior to the date of the conference call required to be held in accordance with clause (1) above, announcing the time and date of such conference call and either including all information necessary to access the call or directing Holders of the Notes, prospective investors that certify that they are qualified institutional buyers, securities analysts and market makers to contact the appropriate person at the Company to obtain such information.

        Notwithstanding the foregoing, the Company will be deemed to have furnished such reports referred to above to the Trustee and the Holders of Notes if it has filed (or, in the case of a Form 8-K, furnished) such reports with the Commission via the EDGAR filing system and such reports are publicly available. The Company will also not be required to post any such information, certificates or reports described above on its website prior to the effectiveness of the exchange offer or shelf registration statement. Furthermore, the requirements of this covenant shall be deemed satisfied prior to the commencement of the exchange offers contemplated by the registration rights agreement relating to the Notes or the effectiveness of the shelf registration statement by (1) the filing with the Commission of the exchange offer registration statement and/or shelf-registration statement in accordance with the provisions of the registration rights agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in the first paragraph of this covenant and/or (2) if not otherwise permitted to file with the Commission prior to such time, the posting of reports that would be required to be filed with the Commission and provided to the trustee under the indenture and the Holders on the Company's website.

Additional Note Guarantees

        The Indenture provides that the Company will cause each Domestic Subsidiary (other than an Unrestricted Subsidiary) that (i) guarantees any Credit Facility of the Company or a Guarantor, or (ii) Incurs any debt for borrowed money in excess of $5 million to guarantee the Notes; provided, that to the extent a Domestic Subsidiary is (x) subject to any instrument governing Acquired Debt, as in effect at the time of acquisition thereof, that prohibits such Domestic Subsidiary from issuing a Note Guarantee, or (y) is prohibited by law from guaranteeing the Notes or would experience adverse regulatory consequences as a result of guaranteeing the Notes, then such Domestic Subsidiary shall not be required to guarantee the Notes until it is permitted to do so pursuant to the terms of such Acquired Debt or such legal or regulatory limitations.

Limitation on Creation of Unrestricted Subsidiaries

        The Company may designate any Subsidiary of the Company to be an "Unrestricted Subsidiary" as provided below, in which event such Subsidiary and each other Person that is then or thereafter becomes a Subsidiary of such Subsidiary will be deemed to be an Unrestricted Subsidiary. An Unrestricted Subsidiary shall not be subject to any of the covenants in the Indenture, notwithstanding any provisions thereof which restrict the Issuer and its Restricted Subsidiaries from engaging in transactions directly or indirectly.

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        "Unrestricted Subsidiary" means:

        (1)   any Subsidiary designated as such by the Board of Directors of the Company as set forth below where (a) neither the Company nor any of its Restricted Subsidiaries (i) provides credit support for, or Guarantee of, any Debt of such Subsidiary or any Subsidiary of such Subsidiary (including any undertaking, agreement or instrument evidencing such Debt) or (ii) is directly or indirectly liable for any Debt of such Subsidiary or any Subsidiary of such Subsidiary, and (b) no default with respect to any Debt of such Subsidiary or any Subsidiary of such Subsidiary (including any right which the holders thereof may have to take enforcement action against such Subsidiary) would permit (upon notice, lapse of time or both) any holder of any other Debt of the Company and its Restricted Subsidiaries to declare a default on such other Debt or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity; and

        (2)   any Subsidiary of an Unrestricted Subsidiary.

        The Company may designate any Subsidiary to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Interests of, or owns or holds any Lien on any property of, any other Restricted Subsidiary of the Company, provided that either:

        (x)   the Subsidiary to be so designated has total assets of $1,000 or less; or

        (y)   immediately after giving effect to such designation, the Company could Incur at least $1.00 of additional Debt (other than Permitted Debt) pursuant to the first paragraph under the "Limitation on Incurrence of Debt" covenant; and provided further that the Company could make a Restricted Payment in an amount equal to the portion attributable to the Company (based on the proportion of the Capital Interests held by the Company and its Restricted Subsidiaries in such Subsidiary) of the greater of the Fair Market Value or book value of such Subsidiary pursuant to the "Limitation on Restricted Payments" covenant and such amount is thereafter treated as a Restricted Payment for the purpose of calculating the amount available for Restricted Payments thereunder.

        An Unrestricted Subsidiary may be designated as a Restricted Subsidiary if (i) all the Debt of such Unrestricted Subsidiary could be Incurred under the "Limitation on Incurrence of Debt" covenant and (ii) all the Liens on the property and assets of such Unrestricted Subsidiary could be incurred pursuant to the "Limitation on Liens" covenant.

Consolidation, Merger, Conveyance, Transfer or Lease

        The Company will not in any transaction or series of transactions, consolidate with or merge into any other Person (other than a merger of a Restricted Subsidiary into the Company in which the Company is the continuing Person), or transfer all or substantially all of the assets of the Company and its Restricted Subsidiaries (determined on a consolidated basis), taken as a whole, to any other Person, unless:

        (i)    either: (a) the Company shall be the continuing Person or (b) the Person (if other than the Company) formed by such consolidation or into which the Company is merged, or the Person that acquires, by sale, assignment, conveyance, transfer, lease or disposition, all or substantially all of the property and assets of the Company (such Person, the "Surviving Entity"), (1) shall be a corporation, partnership, limited liability company or similar entity organized and validly existing under the laws of the United States, any political subdivision thereof or any state thereof or the District of Columbia and (2) shall expressly assume, by a supplemental indenture, the due and punctual payment of all amounts due in respect of the principal of (and premium, if any) and interest on all the Notes and the performance of the covenants and obligations of the Company

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under the Indenture; provided that at any time the Company or its successor is not a corporation, there shall be a co-issuer of the Notes that is a corporation;

        (ii)   immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Debt Incurred or anticipated to be Incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing or would result therefrom;

        (iii)  immediately after giving effect to any such transaction or series of transactions on a pro forma basis (including, without limitation, any Debt Incurred or anticipated to be Incurred in connection with or in respect of such transaction or series of transactions) as if such transaction or series of transactions had occurred on the first day of the determination period the Company (or the Surviving Entity if the Company is not continuing) could Incur $1.00 of additional Debt (other than Permitted Debt) under the first paragraph of the "Limitation on Incurrence of Debt" covenant; and

        (iv)  the Company delivers, or causes to be delivered, to the Trustee an Officers' Certificate and an opinion of counsel, each stating that such consolidation, merger, sale, conveyance, assignment, transfer, lease or other disposition complies with the requirements of the Indenture.

        The preceding clause (iii) will not prohibit: (a) a merger between the Company and a Restricted Subsidiary that is a wholly owned Subsidiary of the Company; or (b) a merger between the Company and an Affiliate incorporated solely for the purpose of converting the Company into a corporation organized under the laws of the United States or any political subdivision or state thereof or for the purpose of creating or collapsing a holding company structure; so long as, in each case, the amount of Debt of the Company and its Restricted Subsidiaries is not increased thereby.

        For all purposes of the Indenture and the Notes, Subsidiaries of any Surviving Entity will, upon such transaction or series of transactions, become Restricted Subsidiaries or Unrestricted Subsidiaries as provided pursuant to the Indenture and all Debt, and all Liens on property or assets, of the Surviving Entity and its Subsidiaries that was not Debt, or were not Liens on property or assets, of the Company and its Subsidiaries immediately prior to such transaction or series of transactions shall be deemed to have been Incurred upon such transaction or series of transactions.

        Upon any transaction or series of transactions that are of the type described in, and are effected in accordance with, conditions described in the immediately preceding paragraphs, the Surviving Entity shall succeed to, and be substituted for, and may exercise every right and power of, the Company, under the Indenture with the same effect as if such Surviving Entity had been named as the Company therein; and when a Surviving Person duly assumes all of the obligations and covenants of the Company pursuant to the Indenture and the Notes, except in the case of a lease, the predecessor Person shall be relieved of all such obligations.

Limitation on Business Activities

        The Company will not, and will not permit any Restricted Subsidiary to, engage in any business other than a Permitted Business.

Events of Default

        Each of the following is an "Event of Default" under the Indenture:

        (1)   default in the payment in respect of the principal of (or premium, if any, on) any Note at its maturity (whether at Stated Maturity or upon repurchase, acceleration, optional redemption or otherwise);

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        (2)   default in the payment of any interest upon any Note when it becomes due and payable, and continuance of such default for a period of 30 days;

        (3)   failure by the Company to make an Offer to Purchase as required by the Indenture, and continuance of such default for a period of 30 days after receipt of written notice;

        (4)   failure to perform or comply with the Indenture provisions described under "Consolidation, Merger, Conveyance, Transfer or Lease";

        (5)   except as permitted by the Indenture, any Note Guarantee shall for any reason cease to be, or it shall be asserted by any Guarantor or the Company not to be, in full force and effect and enforceable in accordance with its terms;

        (6)   default in the performance, or breach, of any covenant or agreement of the Company or any Guarantor in the Indenture (other than a covenant or agreement a default in whose performance or whose breach is specifically dealt with in clauses (1), (2) (3), (4) or (5) above), and continuance of such default or breach for a period of 60 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the outstanding Notes; provided that in the case of a failure to comply with the Indenture provisions described under "Provision of Financial Information," such period of continuance of such default or breach shall be 120 days after written notice described in this clause (6) has been given;

        (7)   a default or defaults under any bonds, debentures, notes or other evidences of Debt (other than the Notes) by the Company or any Restricted Subsidiary having, individually or in the aggregate, a principal or similar amount outstanding of at least $25.0 million, whether such Debt now exists or shall hereafter be created, which default or defaults shall have resulted in the acceleration of the maturity of such Debt prior to its express maturity or shall constitute a failure to pay at least $25.0 million of such Debt when due and payable after the expiration of any applicable grace period with respect thereto;

        (8)   the entry against the Company or any Restricted Subsidiary of a final non-appealable judgment or judgments for the payment of money in an aggregate amount in excess of $25.0 million, by a court or courts of competent jurisdiction, which judgments remain undischarged, unwaived, unstayed, unbonded or unsatisfied for a period of 60 consecutive days and, in the event such judgment is covered by insurance, any enforcement proceeding has been commenced by any creditor upon such judgment which is not promptly stayed; or

        (9)   certain events in bankruptcy, insolvency or reorganization affecting the Company, any Significant Subsidiary or any Guarantor.

        If an Event of Default (other than an Event of Default specified in clause (9) above with respect to the Company) occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the outstanding Notes may declare the principal of the Notes and any accrued interest on the Notes to be due and payable immediately by a notice in writing to the Company (and to the Trustee if given by Holders); provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the outstanding Notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal of or interest on the Notes, have been cured or waived as provided in the Indenture.

        In the event of a declaration of acceleration of the Notes solely because an Event of Default described in clause (7) above has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event of default or payment default

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triggering such Event of Default pursuant to clause (7) shall be remedied or cured by the Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Debt within 20 business days after the declaration of acceleration with respect thereto and if the rescission and annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the Trustee for the payment of amounts due on the Notes.

        If an Event of Default specified in clause (9) above occurs with respect to the Company, the principal of and any accrued interest on the Notes then outstanding shall ipso facto become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. For further information as to waiver of defaults, see "—Amendment, Supplement and Waiver." The Trustee may withhold from Holders notice of any Default (except Default in payment of principal of, premium, if any, and interest) if the Trustee determines that withholding notice is in the best interest of the Holders to do so.

        No Holder of any Note will have any right to institute any proceeding with respect to the Indenture or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default and unless also the Holders of at least 25% in aggregate principal amount of the outstanding Notes shall have made written request, and offered reasonable indemnity, to the Trustee to institute such proceeding as Trustee, and the Trustee shall not have received from the Holders of a majority in aggregate principal amount of the outstanding Notes a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days. Such limitations do not apply, however, to a suit instituted by a Holder of a Note for enforcement of payment of the principal of (and premium, if any) or interest on such Note on or after the respective due dates expressed in such Note.

        In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the optional redemption provisions of the Indenture, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes.

        The Company will be required to furnish to the Trustee annually a statement as to the performance of certain obligations under the Indenture and as to any default in such performance. The Company also is required to notify the Trustee if they become aware of the occurrence of any Default or Event of Default.

Amendment, Supplement and Waiver

        Without the consent of any Holders, the Company, the Guarantors, if any, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental to the Indenture for any of the following purposes:

        (1)   to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company in the Indenture and in the Notes;

        (2)   to add to the covenants of the Company for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company;

        (3)   to add additional Events of Default;

        (4)   to provide for uncertificated Notes in addition to or in place of the certificated Notes;

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        (5)   to evidence and provide for the acceptance of appointment under the Indenture by a successor Trustee;

        (6)   to provide for or confirm the issuance of Additional Notes in accordance with the terms of the Indenture;

        (7)   to add a Guarantor or to release a Guarantor in accordance with the Indenture;

        (8)   to cure any ambiguity, to correct or supplement any provision in the Indenture which may be defective or inconsistent with any other provision in the Indenture, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such actions pursuant to this clause shall not adversely affect the interests of the Holders in any material respect, as determined in good faith by the Board of Directors of the Company; or

        (9)   to conform the text of the Indenture or the Notes to any provision of this "Description of the Notes" to the extent that such provision in this "Description of the Notes" was intended to be a verbatim recitation of a provision of the Indenture or the Notes, as certified to the Trustee in an Officers' Certificate delivered by the Company.

        With the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes, the Company, the Guarantors, if any, and the Trustee may enter into an indenture or indentures supplemental to the Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders under the Indenture, including the definitions therein; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each outstanding Note affected thereby:

        (1)   change the Stated Maturity of any Note or of any installment of interest on any Note, or reduce the amount payable in respect of the principal thereof or the rate of interest thereon or any premium payable thereon, or reduce the amount that would be due and payable on acceleration of the maturity thereof, or change the place of payment where, or the coin or currency in which, any Note or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof, or change the date on which any Notes may be subject to redemption or reduce the redemption price therefore,

        (2)   reduce the percentage in aggregate principal amount of the outstanding Notes, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Indenture or certain defaults thereunder and their consequences) provided for in the Indenture,

        (3)   modify the obligations of the Company to make Offers to Purchase upon a Change of Control or from the Excess Proceeds of Asset Sales if such modification was done after the occurrence of such Change of Control or such Asset Sale,

        (4)   subordinate, in right of payment, the Notes to any other Debt of the Company,

        (5)   modify any of the provisions of this paragraph or provisions relating to waiver of defaults or certain covenants, except to increase any such percentage required for such actions or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby, or

        (6)   release any Guarantees required to be maintained under the Indenture.

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        The Holders of not less than a majority in aggregate principal amount of the outstanding Notes may on behalf of the Holders of all the Notes waive any past default under the Indenture and its consequences, except a default:

        (1)   in any payment in respect of the principal of (or premium, if any) or interest on any Notes (including any Note which is required to have been purchased pursuant to an Offer to Purchase which has been made by the Company) (except that a rescission of acceleration of the Notes and a waiver of the payment default that resulted from such acceleration may be made by Holders of not less than a majority of the Notes), or

        (2)   in respect of a covenant or provision hereof which under the Indenture cannot be modified or amended without the consent of the Holder of each outstanding Note affected.

Satisfaction and Discharge of the Indenture; Defeasance

        The Company and the Guarantors may terminate the obligations under the Indenture when:

        (1)   either: (A) all Notes theretofore authenticated and delivered have been delivered to the Trustee for cancellation, or (B) all such Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable or (ii) will become due and payable within one year or are to be called for redemption within one year (a "Discharge") under irrevocable arrangements for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire indebtedness on the Notes, not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest to the Stated Maturity or date of redemption;

        (2)   the Company has paid or caused to be paid all other sums then due and payable under the Indenture by the Company;

        (3)   the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound;

        (4)   the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be; and

        (5)   the Company has delivered to the Trustee an Officers' Certificate and an opinion of counsel, each stating that all conditions precedent under the Indenture relating to the Discharge have been complied with.

        The Company may elect, at its option, to have its obligations discharged with respect to the outstanding Notes ("defeasance") and all of the Guarantors' obligations discharged with respect to their Note Guarantees. Such defeasance means that the Company will be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes, except for:

        (1)   the rights of Holders of such Notes to receive payments in respect of the principal of and any premium and interest on such Notes when payments are due,

        (2)   the Company's obligations with respect to such Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust,

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        (3)   the rights, powers, trusts, duties and immunities of the Trustee,

        (4)   the Company's right of optional redemption, and

        (5)   the defeasance provisions of the Indenture.

        In addition, the Company may elect, at its option, to its obligations released with respect to certain covenants, including, without limitation, the obligation to make Offers to Purchase in connection with Asset Sales and any Change of Control, in the Indenture ("covenant defeasance") and any omission to comply with such obligation shall not constitute a Default or an Event of Default with respect to the Notes. In the event covenant defeasance occurs, certain events (not including non-payment, bankruptcy and insolvency events) described under "Events of Default" will no longer constitute an Event of Default with respect to the Notes. In addition, the Note Guarantees will be terminated and released and the Guarantors discharged with respect to their Note Guarantees upon a covenant defeasance.

        In order to exercise either defeasance or covenant defeasance with respect to outstanding Notes:

        (1)   the Company must irrevocably have deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefits of the Holders of such Notes: (A) money in an amount, or (B) U.S. government obligations, which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount or (C) a combination thereof, in each case sufficient without reinvestment to pay and discharge, and which shall be applied by the Trustee to pay and discharge, the entire indebtedness in respect of the principal of and premium, if any, and interest on such Notes on the Stated Maturity thereof or (if the Company has made irrevocable arrangements for the giving of notice of redemption by the Trustee in the name and at the expense of the Company) the redemption date thereof, as the case may be, in accordance with the terms of the Indenture and such Notes;

        (2)   in the case of defeasance, the Company shall have delivered to the Trustee an opinion of counsel stating that (A) the Company have received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of the Indenture, there has been a change in the applicable United States federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the Holders of such Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit, defeasance and discharge to be effected with respect to such Notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, defeasance and discharge were not to occur;

        (3)   in the case of covenant defeasance, the Company shall have delivered to the Trustee an opinion of counsel to the effect that the Holders of such outstanding Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and covenant defeasance to be effected with respect to such Notes and will be subject to federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and covenant defeasance were not to occur;

        (4)   No Default or Event of Default with respect to the outstanding Notes shall have occurred and be continuing at the time of such deposit after giving effect thereto;

        (5)   such defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Notes are in default within the meaning of such Act);

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        (6)   such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company is a party or by which the Company is bound; and

        (7)   the Company shall have delivered to the Trustee an Officers' Certificate and an opinion of counsel, each stating that all conditions precedent with respect to such defeasance or covenant defeasance have been complied with.

        In the event of a defeasance or a Discharge, a Holder whose taxable year straddles the deposit of funds and the distribution in redemption to such Holder would be subject to tax on any gain (whether characterized as capital gain or market discount) in the year of deposit rather than in the year of receipt. In connection with a Discharge, in the event the Company become insolvent within the applicable preference period after the date of deposit, monies held for the payment of the Notes may be part of the bankruptcy estate of the Company, disbursement of such monies may be subject to the automatic stay of the bankruptcy code and monies disbursed to Holders may be subject to disgorgement in favor of the Company's estate. Similar results may apply upon the insolvency of the Company during the applicable preference period following the deposit of monies in connection with defeasance.

The Trustee

        Wells Fargo Bank National Association, the Trustee under the Indenture, is the initial paying agent, registrar and calculation agent for the Notes. The Trustee from time to time may extend credit to the Company in the normal course of business. Except during the continuance of an Event of Default, the Trustee will perform only such duties as are specifically set forth in the Indenture. During the existence of an Event of Default, the Trustee will exercise such of the rights and powers vested in it by the Indenture and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs.

        The Indenture contains certain limitations on the rights of the Trustee, should it become a creditor of the Company, to obtain payment of claims in certain cases or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any "conflicting interest" (as defined in the Trust Indenture Act) it must eliminate such conflict within 90 days or resign.

        The Holders of a majority in principal amount of the outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee, subject to certain exceptions. The Indenture provides that in case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by the Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of its own affairs. Subject to such provisions, the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by the Indenture at the request or direction of any of the Holders pursuant to the Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

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No Personal Liability of Stockholders, Partners, Officers or Directors

        No director, officer, employee, stockholder, general or limited partner or incorporator, past, present or future, of the Company or any of its Subsidiaries, as such or in such capacity, shall have any personal liability for any obligations of the Company under the Notes, any Note Guarantee or the Indenture by reason of his, her or its status as such director, officer, employee, stockholder, general or limited partner or incorporator.

Governing Law

        The Indenture and the Notes are governed by, and will be construed in accordance with, the laws of the State of New York.

Certain Definitions

        Set forth below is a summary of certain of the defined terms used in the Indenture. Reference is made to the Indenture for the full definition of all such terms, as well as any capitalized term used herein for which no definition is provided.

        "Acquired Debt" means Debt of a Person (including an Unrestricted Subsidiary) existing at the time such Person becomes a Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person.

        "Affiliate" of any Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. For the purposes of this definition, "control" when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings that correspond to the foregoing. For purposes of the "Limitation on Transactions with Affiliates" covenant, any Person directly or indirectly owning 10% or more of the outstanding Capital Interests of the Company and any Person who is a Permitted Holder will be deemed an Affiliate.

        "Applicable Premium" means, with respect to any Note on any Redemption Date, the greater of:

        (1)   1.0% of the principal amount of the Note; or

        (2)   the excess of:

        (a)   the present value at such Redemption Date of (i) the redemption price of the Note at September 1, 2014 (such redemption price being set forth in the table appearing above under the caption "—Optional Redemption"), plus (ii) all required interest payments due on the Note through September 1, 2014 (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over

        (b)   the principal amount of the Note.

        "Asset Acquisition" means:

        (a)   an Investment by the Company or any Restricted Subsidiary in any other Person pursuant to which such Person shall become a Restricted Subsidiary, or shall be merged with or into the Company or any Restricted Subsidiary; or

        (b)   the acquisition by the Company or any Restricted Subsidiary of the assets of any Person which constitute all or substantially all of the assets of such Person, any division or line of business of such Person or any other properties or assets of such Person other than in the ordinary course of business.

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        "Asset Sale" means any transfer, conveyance, sale, lease or other disposition (including, without limitation, dispositions pursuant to any consolidation or merger) by the Company or any of its Restricted Subsidiaries to any Person (other than to the Company or one or more of its Restricted Subsidiaries) in any single transaction or series of transactions of:

        (i)    Capital Interests in another Person (other than directors' qualifying shares);

        (ii)   any other property or assets (other than in the normal course of business, including any sale or other disposition of obsolete or permanently retired equipment);

provided, however, that the term "Asset Sale" shall exclude:

        (a)   any asset disposition permitted by the provisions described under "Consolidation, Merger, Conveyance, Lease or Transfer" that constitutes a disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole;

        (b)   any transfer, conveyance, sale, lease or other disposition of property or assets, the gross proceeds of which (exclusive of indemnities) do not exceed in any one or related series of transactions $5.0 million;

        (c)   sales of Eligible Cash Equivalents;

        (d)   sales of Unrestricted Subsidiaries;

        (e)   the sale and leaseback of any assets within 90 days of the acquisition thereof;

        (f)    the disposition of property or equipment no longer used or useful in the business of such entity;

        (g)   a Restricted Payment or Permitted Investment that is otherwise permitted by the Indenture;

        (h)   any trade-in of equipment in exchange for other equipment; provided that in the good faith judgment of the Company, the Company or such Restricted Subsidiary receives equipment (or credit toward the acquisition cost of equipment) having a fair market value equal to or greater than the equipment being traded in;

        (i)    the creation of a Lien permitted under the Indenture (but not the sale or other disposition of the property subject to such Lien);

        (j)    leases or subleases in the ordinary course of business to third persons not interfering in any material respect with the business of the Company or any of its Restricted Subsidiaries;

        (k)   licenses or sub-licenses of intellectual property in the ordinary course of business;

        (l)    any transfer that is a surrender or waiver of a contract right or a settlement, surrender or release of a contract or tort claim; and

        (m)  any Permitted Asset Swap; provided that the aggregate Fair Market Value of the properties disposed of pursuant to such Permitted Asset Swaps shall not exceed $20 million in the aggregate.

        For purposes of this definition, any series of related transactions that, if effected as a single transaction, would constitute an Asset Sale, shall be deemed to be a single Asset Sale effected when the last such transaction which is a part thereof is effected.

        "Attributable Debt" under the Indenture in respect of a Sale and Leaseback Transaction means, as at the time of determination, the present value (discounted at the rate of interest implicit in such transaction) of the total obligations of the lessee for rental payments during the remaining term of the

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lease included in such Sale and Leaseback Transaction (including any period for which such lease has been or may be extended).

        "Average Life" means, as of any date of determination, with respect to any Debt, the quotient obtained by dividing (i) the sum of the products of (x) the number of years from the date of determination to the dates of each successive scheduled principal payment (including any sinking fund or mandatory redemption payment requirements) of such Debt multiplied by (y) the amount of such principal payment by (ii) the sum of all such principal payments.

        "Board of Directors" means (i) with respect to the Company or any Restricted Subsidiary, its board of directors or any duly authorized committee thereof; (ii) with respect to a corporation, the board of directors of such corporation or any duly authorized committee thereof; and (iii) with respect to any other entity, the board of directors or similar body of the general partner or managers of such entity or any duly authorized committee thereof.

        "Capital Interests" in any Person means any and all shares, interests (including Preferred Interests), participations or other equivalents in the equity interest (however designated) in such Person and any rights (other than Debt securities convertible into an equity interest), warrants or options to acquire an equity interest in such Person.

        "Capital Lease Obligation" of any Person means the obligation to pay rent or other payment amounts under a lease of (or other Debt arrangement conveying the right to use) real or personal property of such Person, to the extent such obligations are required to be classified and accounted for as a capital lease or a liability on the face of a balance sheet of such Person in accordance with GAAP. The Stated Maturity of any Capital Lease Obligation shall be the date of the last payment of rent or any other amount due under such lease (or other Debt arrangement) prior to the first date upon which such lease (or other Debt arrangement) may be terminated by the user of such real or personal property without payment of a penalty, and the amount of any Capital Lease Obligation shall be the capitalized amount thereof determined in accordance with GAAP.

        "Change of Control" means the occurrence of any of the following events:

        (a)   any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders, is or becomes the ultimate "beneficial owner" (as such term is used in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause (a) such person or group shall be deemed to have "beneficial ownership" of all shares that any such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the Voting Interests in the Company; or

        (b)   after the consummation of an initial public offering, during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of the Company (together with any new directors whose election by the Board of Directors or whose nomination for election by the equityholders of the Company was approved by a vote of a majority of the directors of the Company's then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Company's Board of Directors then in office; or

        (c)   the Company sells, conveys, transfers or leases (either in one transaction or a series of related transactions) all or substantially all of its assets to, or merges or consolidates with, a Person other than (x) a Restricted Subsidiary of the Company or (y) a Successor Entity in which a majority or more of the voting power of the Voting Interests is held by the equityholders of the Company.

        "Code" means the Internal Revenue Code of 1986, as amended.

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        "Common Interests" of any Person means Capital Interests in such Person that do not rank prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to Capital Interests of any other class in such Person.

        "Company" means New Enterprise Stone & Lime Co., Inc. and any successor thereto.

        "Consolidated Cash Flow Available for Fixed Charges" means, with respect to any person for any period:

        (i)    the sum of, without duplication, the amounts for such period, taken as a single accounting period, of:

        (a)   Consolidated Net Income;

        (b)   Consolidated Non-cash Charges;

        (c)   Consolidated Interest Expense;

        (d)   Consolidated Income Tax Expense (other than income tax expense (either positive or negative) attributable to extraordinary gains or losses); and

        (e)   if any Asset Sale or Asset Acquisition shall have occurred since the first day of any four quarter period for which "Consolidated Cash Flow Available for Fixed Charges" is being calculated (including to the date of calculation);

        (A)  the cost of any compensation, remuneration or other benefit paid or provided to any employee, consultant, Affiliate, equity owner of the entity involved in any such Asset Acquisition to the extent such costs are eliminated or reduced (or public announcement has been made of the intent to eliminate or reduce such costs) prior to the date of such calculation and not replaced; and

        (B)  the amount of any reduction in general, administrative or overhead costs of the entity involved in any Asset Acquisition or Asset Sale, to the extent such amounts under clause (A) and (B) would be permitted to be eliminated in a pro forma income statement prepared in accordance with Rule 11-02 of Regulation S-X as interpreted by the Commission, and

        (ii)   less non-cash items increasing Consolidated Net Income for such period, other than (a) the accrual of revenue consistent with past practice, and (b) reversals of prior accruals or reserves for cash items previously excluded in the calculation of Consolidated Non-cash Charges.

        If, during the Four Quarter Period or subsequent thereto and on or prior to the date of determination, the Company or any of its Restricted Subsidiaries shall have engaged (or will concurrently engage) in any Asset Sale or Asset Acquisition or shall have designated any Restricted Subsidiary to be an Unrestricted Subsidiary or any Unrestricted Subsidiary to be a Restricted Subsidiary, Consolidated Cash Flow Available for Fixed Charges for the Four Quarter Period shall be calculated on a pro forma basis giving effect to such Asset Sale or Asset Acquisition or designation, as the case may be, and the application of any proceeds therefrom as if such Asset Sale or Asset Acquisition or designation had occurred on the first day of the Four Quarter Period.

        "Consolidated Fixed Charge Coverage Ratio" means, with respect to any Person, the ratio of the aggregate amount of Consolidated Cash Flow Available for Fixed Charges of such Person for the four full fiscal quarters, treated as one period, for which financial information in respect thereof is available immediately preceding the date of the transaction (the "Transaction Date") giving rise to the need to calculate the Consolidated Fixed Charge Coverage Ratio (such four full fiscal quarter period being referred to herein as the "Four Quarter Period") to the aggregate amount of Consolidated Fixed

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Charges of such Person for the Four Quarter Period. In calculating "Consolidated Fixed Charges" for purposes of determining the denominator (but not the numerator) of this "Consolidated Fixed Charge Coverage Ratio":

        (i)    interest on outstanding Debt determined on a fluctuating basis as of the Transaction Date and which will continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Debt in effect on the Transaction Date; and

        (ii)   if interest on any Debt actually incurred on the Transaction Date may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the Transaction Date will be deemed to have been in effect during the Four Quarter Period.

        If such Person or any of its Restricted Subsidiaries directly or indirectly Guarantees Debt of a third Person, the above clause shall give effect to the incurrence of such Guaranteed Debt as if such Person or such Subsidiary had directly incurred or otherwise assumed such Guaranteed Debt.

        "Consolidated Fixed Charges" means, with respect to any Person for any period, the sum of, without duplication, the amounts for such period of:

        (i)    Consolidated Interest Expense; and

        (ii)   the product of (a) all dividends and other distributions paid or accrued during such period in respect of Redeemable Capital Interests of such Person and its Restricted Subsidiaries, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, determined on a consolidated basis in accordance with GAAP.

        "Consolidated Income Tax Expense" means, with respect to any Person for any period, the provision for federal, state, local and foreign income taxes of such Person and its Restricted Subsidiaries for such period as determined on a consolidated basis in accordance with GAAP.

        "Consolidated Interest Expense" means, with respect to any Person for any period, without duplication, the sum of:

        (i)    the interest expense of such Person and its Restricted Subsidiaries for such period (net of the amount of cash interest income for such period) as determined on a consolidated basis in accordance with GAAP, including, without limitation:

        (a)   any amortization of debt discount;

        (b)   the net cost under Interest Rate Protection Obligations (including any amortization of discounts);

        (c)   the interest portion of any deferred payment obligation;

        (d)   all commissions, discounts and other fees and charges owed with respect to letters of credit, bankers' acceptance financing or similar activities; and

        (e)   all accrued interest; and

        (ii)   the interest component of Capital Lease Obligations paid, accrued and/or scheduled to be paid or accrued by such Person and its Restricted Subsidiaries during such period determined on a consolidated basis in accordance with GAAP; and

        (iii)  all capitalized interest of such Person and its Restricted Subsidiaries for such period;

provided, however, that such fixed charges shall not include amortization of debt issuance costs.

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        "Consolidated Net Income" means, with respect to any Person, for any period, the consolidated net income (or loss) (including income (or loss) allocable to non-controlling interests) of such Person and its Restricted Subsidiaries for such period as determined in accordance with GAAP, adjusted, to the extent including in calculating such net income, by excluding, without duplication:

        (i)    all extraordinary or non-recurring gains or losses (net of fees and expense relating to the transaction giving rise thereto);

        (ii)   the portion of net income of such Person and its Restricted Subsidiaries allocable to minority interest in unconsolidated Persons or Investments in Unrestricted Subsidiaries to the extent that cash dividends or distributions have not actually been received by such Person or one of its Restricted Subsidiaries;

        (iii)  gains or losses in respect of any Asset Sales by such Person or one of its Restricted Subsidiaries (net of fees and expenses relating to the transaction giving rise thereto), on an after-tax basis;

        (iv)  the net income of any Restricted Subsidiary or such Person to the extent that the declaration of dividends or similar distributions by that Restricted Subsidiary of that income is not at the time permitted, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulations applicable to that Restricted Subsidiary or its stockholders;

        (v)   any gain or loss realized as a result of the cumulative effect of a change in accounting principles;

        (vi)  any fees and expenses paid in connection with the issuance of the Notes; and

        (vii) non-cash compensation expense incurred with any issuance of equity interests to an employee of such Person or any Restricted Subsidiary.

        "Consolidated Non-cash Charges" means, with respect to any Person for any period, the aggregate depreciation, cost depletion, amortization (including amortization or impairment of goodwill and other intangibles or long-lived assets), mark-to-market losses, charges or losses resulting from purchase accounting adjustments, rent expense accrued based on straight-line conventions in excess of actual cash payments during such period, and other non-cash expenses of such Person and its Restricted Subsidiaries reducing Consolidated Net Income or such Person and its Restricted Subsidiaries for such period, determine on a consolidated basis in accordance with GAAP (excluding any such charges constituting an extraordinary item or loss and excluding any such charges constituting an extraordinary item or loss or any charge which requires an accrual of or a reserve for cash charges for any future period).

        "Credit Agreement" means the Second Amended and Restated Credit Agreement, dated as of January 11, 2008, between the Company, the Lenders party thereto, Manufacturers and Traders Trust Company, as the Issuing Bank, a Lender, the Swing Lender and Agent, National City Bank, as Syndication Agent and Manufacturers and Traders Trust Company and National City Bank, as Co-Lead Arrangers, together with all related notes, letters of credit, collateral documents, guarantees, and any other related agreements and instruments executed and delivered in connection therewith, in each case as amended, modified, supplemented, refinanced, refunded or replaced in whole or in part from time to time.

        "Credit Facility" means one or more debt facilities, including the Credit Agreement or other financing arrangements (including without limitation commercial paper facilities or indentures) providing for revolving credit loans, term loans, letters of credit or other indebtedness, including any notes, Guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as, as amended, extended, renewed, restated, supplemented, replaced (whether or not

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upon termination and whether with the original lenders, institutional investors or otherwise), refinanced (including through the issuance of debt securities), restructured or otherwise modified (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time, and any agreement (and related document) governing Indebtedness incurred to refinance, in whole or in part, the borrowings and commitments then outstanding or permitted to be outstanding under such Credit Facility or a successor Credit Facility, whether by the same or any other agent, lender or group of lenders (or institutional investors).

        "Credit Facility Agent" means Manufacturers and Traders Trust Company.

        "Currency Hedge Obligations" means the obligations of a Person Incurred pursuant to any foreign currency exchange agreement, option or futures contract or other similar agreement or arrangement designed to protect against or manage such Person's exposure to fluctuations in foreign currency exchange rates on Debt permitted under the Indenture.

        "Debt" means at any time (without duplication), with respect to any Person, whether recourse is to all or a portion of the assets of such Person, or non-recourse, and whether or not contingent, the following: (i) all indebtedness of such Person for money borrowed; (ii) all obligations of such Person evidenced by bonds, debentures, notes, or other similar instruments; (iii) all obligations of such Person with respect to letters of credit (other than letters of credit for workers' compensation or similar obligations that are secured by cash obligations), bankers' acceptances or similar facilities issued for the account of such Person; (iv) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property or assets acquired by such Person (even if the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property or assets); (v) all Capital Lease Obligations of such Person; (vi) the maximum fixed redemption or repurchase price of Redeemable Capital Interests in such Person at the time of determination; (vii) any Swap Contracts and Currency Hedge Obligations of such Person at the time of determination; (viii) Attributable Debt with respect to any Sale and Leaseback Transaction to which such Person is a party; and (ix) all obligations of the types referred to in clauses (i) through (viii) of this definition of another Person and all dividends and other distributions of another Person, the payment of which, in either case, (A) such Person has Guaranteed or (B) is secured by (or the holder of such Debt or the recipient of such dividends or other distributions has an existing right, whether contingent or otherwise, to be secured by) any Lien upon the property or other as sets of such Person, even though such Person has not assumed or become liable for the payment of such Debt, dividends or other distributions. For purposes of the foregoing: (a) the maximum fixed repurchase price of any Redeemable Capital Interests that do not have a fixed repurchase price shall be calculated in accordance with the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to the Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; (b) the amount outstanding at any time of any Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the amount of any Debt described in clause (ix)(A) above shall be the maximum liability under any such Guarantee; (d) the amount of any Debt described in clause (ix)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; (e) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (f) trade payables, other current liabilities incurred in the normal course of business and any liability for federal, state or local income taxes or other taxes owed by such Person will not constitute Debt.

        Notwithstanding the foregoing, in connection with the purchase by the Company or any Restricted Subsidiary of any business, the term "Debt" will exclude (x) customary indemnification obligations and

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(y) post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business after the closing; provided, however, that, at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid within 60 days thereafter.

        The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any time will be the accreted value thereof at such time.

        "Default" means any event that is, or after notice or passage of time, or both, would be, an Event of Default.

        "Disinterested Director" means, with respect to any proposed transaction between (i) the Company or a Restricted Subsidiary, as applicable, and (ii) an Affiliate thereof (other than the Company or a Restricted Subsidiary), a member of the Board of Directors of the Company or such Restricted Subsidiary, as applicable, who would not be a party to, or have a financial interest in, such transaction and is not an officer, director or employee of, and does not have a financial interest in, such Affiliate. For purposes of this definition, no person would be deemed not to be a Disinterested Director solely because such person holds Capital Interests in the Company or is an employee of the Company.

        "Detwiler Officer" means each of Paul I Detwiler, Jr., Donald L. Detwiler, Paul I. Detwiler III, Steven Detwiler and James W. Van Buren.

        "Domestic Subsidiary" means any Restricted Subsidiary of the Company that was formed under the laws of the United States or any state of the United States or the District of Columbia or that Guarantees or otherwise provides direct credit support for any Debt of the Company.

        "Eligible Bank" means a bank or trust company that (i) is organized and existing under the laws of the United States of America or Canada, or any state, territory, province or possession thereof, (ii) as of the time of the making or acquisition of an Investment in such bank or trust company, has combined capital and surplus in excess of $500.0 million and (iii) the senior Debt of which is rated at least "A-2" by Moody's or at least "A" by Standard & Poor's.

        "Eligible Cash Equivalents" means any of the following Investments: (i) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) maturing not more than one year after the date of acquisition; (ii) time deposits in and certificates of deposit of any Eligible Bank, provided that such Investments have a maturity date not more than two years after date of acquisition and that the Average Life of all such Investments is one year or less from the respective dates of acquisition; (iii) repurchase obligations with a term of not more than 180 days for underlying securities of the types described in clause (i) above entered into with any Eligible Bank; (iv) direct obligations issued by any state of the United States or any political subdivision or public instrumentality thereof, provided that such Investments mature, or are subject to tender at the option of the holder thereof, within 365 days after the date of acquisition and, at the time of acquisition, have a rating of at least A from Standard & Poor's or A-2 from Moody's (or an equivalent rating by any other nationally recognized rating agency); (v) commercial paper of any Person other than an Affiliate of the Company, provided that such Investments have one of the two highest ratings obtainable from either Standard & Poor's or Moody's and mature within 180 days after the date of acquisition; (vi) overnight and demand deposits in and bankers' acceptances of any Eligible Bank and demand deposits in any bank or trust company to the extent insured by the Federal Deposit Insurance Corporation against the Bank

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Insurance Fund; and (vii) money market funds substantially all of the assets of which comprise Investments of the types described in clauses (i) through (vi).

        "Exchange Act" means Securities Exchange Act of 1934, as amended.

        "Expiration Date" has the meaning set forth in the definition of "Offer to Purchase."

        "Fair Market Value" means, with respect to the consideration received or paid in any transaction or series of transactions, the fair market value thereof as determined in good faith by the Board of Directors.

        "Four Quarter Period" has the meaning given to such term in the definition of "Consolidated Fixed Charge Coverage Ratio".

        "GAAP" means generally accepted accounting principles in the United States, consistently applied, as set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board, or in such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States, which are in effect as of the Issue Date.

        "Guarantee" means, as applied to any Debt of another Person, (i) a guarantee (other than by endorsement of negotiable instruments for collection in the normal course of business), direct or indirect, in any manner, of any part or all of such Debt, (ii) any direct or indirect obligation, contingent or otherwise, of a Person guaranteeing or having the effect of guaranteeing the Debt of any other Person in any manner and (iii) an agreement of a Person, direct or indirect, contingent or otherwise, the practical effect of which is to assure in any way the payment or performance (or payment of damages in the event of non-performance) of all or any part of such Debt of another Person (and "Guaranteed" and "Guaranteeing" shall have meanings that correspond to the foregoing).

        "Guarantor" means any Subsidiary of the Company that executes a Note Guarantee in accordance with provisions of the Indenture and their respective successors and assigns.

        "Hedging Obligations" of any Person means the obligations of such person pursuant to any interest rate agreement, currency agreement or commodity agreement.

        "Holder" means a Person in whose name a Note is registered in the security register.

        "Incur" means, with respect to any Debt or other obligation of any Person, to create, issue, incur (by conversion, exchange or otherwise), assume, Guarantee or otherwise become liable in respect of such Debt or other obligation or the recording, as required pursuant to GAAP or otherwise, of any such Debt or other obligation on the balance sheet of such Person; provided, however, that a change in GAAP that results in an obligation of such Person that exists at such time becoming Debt shall not be deemed an Incurrence of such Debt. Debt otherwise Incurred by a Person before it becomes a Subsidiary of the Company shall be deemed to be Incurred at the time at which such Person becomes a Subsidiary of the Company. "Incurrence," "Incurred," "Incurrable" and "Incurring" shall have meanings that correspond to the foregoing. A Guarantee by the Company or a Restricted Subsidiary of Debt Incurred by the Company or a Restricted Subsidiary, as applicable, shall not be a separate Incurrence of Debt. None of the following shall be a separate Incurrence of Debt:

        (1)   amortization of debt discount or accretion of principal with respect to a non-interest bearing or other discount security;

        (2)   the payment of regularly scheduled interest in the form of additional Debt of the same instrument or the payment of regularly scheduled dividends on Capital Stock in the form of additional Capital Stock of the same class and with the same terms;

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        (3)   the obligation to pay a premium in respect of Debt arising in connection with the issuance of a notice of redemption or making of a mandatory offer to purchase such Debt;

        (4)   unrealized losses or charges in respect of Hedging Obligations;

        (5)   increases in the amount of Debt outstanding solely as a result of fluctuations in currency exchange rates or increases in the value of property securing Debt; and

        (6)   increases in the amount of Debt solely as a result of purchase accounting adjustments or accounting adjustments related to derivative financial instruments.

        "Independent Director" of the Company means a member of the Board of Directors of the Company that is both (a)"Independent" within the meaning of the New York Stock Exchange Listed Company Manual as in effect on the Issue Date, and (b) a Disinterested Director.

        "Interest Rate Protection Agreements" means, with respect to any Person, any arrangement with any other Person whereby, directly or indirectly, such Person is entitled to receive from time to time periodic payments calculated by applying either a floating or a fixed rate of interest on a stated notional amount in exchange for periodic payments made by such Person calculated by applying a fixed or a floating rate of interest on the same notional amount and shall include without limitation, interest rate swaps, caps, floors, collars and similar agreements.

        "Interest Rate Protection Obligations" means the obligations of any Person pursuant to any Interest Rate Protection Agreements.

        "Investment" by any Person means any direct or indirect loan, advance (or other extension of credit) or capital contribution to (by means of any transfer of cash or other property or assets to another Person or any other payments for property or services for the account or use of another Person) another Person, including, without limitation, the following: (i) the purchase or acquisition of any Capital Interest or other evidence of beneficial ownership in another Person; (ii) the purchase, acquisition or Guarantee of the Debt of another Person; and (iii) the purchase or acquisition of the business or assets of another Person; but shall exclude: (a) accounts receivable and other extensions of trade credit on commercially reasonable terms in accordance with normal trade practices; (b) the acquisition of property and assets from suppliers and other vendors in the normal course of business; and (c) prepaid expenses and workers' compensation, utility, lease and similar deposits, in the normal course of business.

        "Issue Date" means the date on which the initial $250.0 million in aggregate principal amount of the Notes is originally issued under the Indenture.

        "Lien" means, with respect to any property or other asset, any mortgage or deed of trust, pledge, hypothecation, assignment, deposit arrangement, security interest, lien (statutory or otherwise), charge, easement, encumbrance, preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever on or with respect to such property or other asset (including, without limitation, any conditional sale or other title retention agreement having substantially the same economic effect as any of the foregoing).

        "Net Cash Proceeds" means, with respect to Asset Sales of any Person, cash and Eligible Cash Equivalents received, net of: (i) all reasonable out-of-pocket expenses of such Person incurred in connection with such a sale, including, without limitation, all legal, title and recording tax expenses, commissions and other fees and expenses incurred and all federal, state, foreign and local taxes arising in connection with such an Asset Sale that are paid or required to be accrued as a liability under GAAP by such Person; (ii) all payments made by such Person on any Debt that is secured by such properties or other assets in accordance with the terms of any Lien upon or with respect to such properties or other assets or that must, by the terms of such Lien or such Debt, or in order to obtain a necessary consent to such transaction or by applicable law, be repaid to any other Person (other than

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the Company or a Restricted Subsidiary thereof) in connection with such Asset Sale; and (iii) all contractually required distributions and other payments made to minority interest holders in Restricted Subsidiaries of such Person as a result of such transaction; provided, however, that: (a) in the event that any consideration for an Asset Sale (which would otherwise constitute Net Cash Proceeds) is required by (I) contract to be held in escrow pending determination of whether a purchase price adjustment will be made or (II) GAAP to be reserved against other liabilities in connection with such Asset Sale, such consideration (or any portion thereof) shall become Net Cash Proceeds only at such time as it is released to such Person from escrow or otherwise; and (b) any non-cash consideration received in connection with any transaction, which is subsequently converted to cash, shall become Net Cash Proceeds only at such time as it is so converted.

        "Offer" has the meaning set forth in the definition of "Offer to Purchase."

        "Offer to Purchase" means a written offer (the "Offer") sent by the Company by first class mail, postage prepaid, to each Holder at his address appearing in the security register on the date of the Offer, offering to purchase up to the aggregate principal amount of Notes set forth in such Offer at the purchase price set forth in such Offer (as determined pursuant to the Indenture). Unless otherwise required by applicable law, the offer shall specify an expiration date (the "Expiration Date") of the Offer to Purchase which shall be, subject to any contrary requirements of applicable law, not less than 30 days or more than 60 days after the date of mailing of such Offer and a settlement date (the "Purchase Date") for purchase of Notes within five business days after the Expiration Date. The Company shall notify the Trustee at least 15 days (or such shorter period as is acceptable to the Trustee) prior to the mailing of the Offer of the Company's obligation to make an Offer to Purchase, and the Offer shall be mailed by the Company or, at the Company's request, by the Trustee in the name and at the expense of the Company. The Offer shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Purchase. The Offer shall also state:

        (1)   the Section of the Indenture pursuant to which the Offer to Purchase is being made;

        (2)   the Expiration Date and the Purchase Date;

        (3)   the aggregate principal amount of the outstanding Notes offered to be purchased pursuant to the Offer to Purchase (including, if less than 100%, the manner by which such amount has been determined pursuant to Indenture covenants requiring the Offer to Purchase) (the "Purchase Amount");

        (4)   the purchase price to be paid by the Company for each $1,000 principal amount of Notes accepted for payment (as specified pursuant to the Indenture) (the "Purchase Price");

        (5)   that the Holder may tender all or any portion of the Notes registered in the name of such Holder and that any portion of a Note tendered must be tendered in minimum denominations of $2,000 aggregate principal amount and an integral multiple of $1,000 in excess thereof;

        (6)   the place or places where Notes are to be surrendered for tender pursuant to the Offer to Purchase, if applicable;

        (7)   that, unless the Company defaults in making such purchase, any Note accepted for purchase pursuant to the Offer to Purchase will cease to accrue interest on and after the Purchase Date, but that any Note not tendered or tendered but not purchased by the Company pursuant to the Offer to Purchase will continue to accrue interest at the same rate;

        (8)   that, on the Purchase Date, the Purchase Price will become due and payable upon each Note accepted for payment pursuant to the Offer to Purchase;

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        (9)   that each Holder electing to tender a Note pursuant to the Offer to Purchase will be required to surrender such note or cause such Note to be surrendered at the place or places set forth in the Offer prior to the close of business on the Expiration Date (such Note being, if the Company so requires, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company duly executed by, the Holder thereof or his attorney duly authorized in writing);

        (10) that Holders will be entitled to withdraw all or any portion of Notes tendered if the Company (or its paying agent) receives, not later than the close of business on the Expiration Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the aggregate principal amount of the Notes the Holder tendered, the certificate number of the Note the Holder tendered and a statement that such Holder is withdrawing all or a portion of his tender;

        (11) that (a) if Notes having an aggregate principal amount less than or equal to the Purchase Amount are duly tendered and not withdrawn pursuant to the Offer to Purchase, the Company shall purchase all such Notes and (b) if Notes having an aggregate principal amount in excess of the Purchase Amount are tendered and not withdrawn pursuant to the Offer to Purchase, the Company shall purchase Notes having an aggregate principal amount equal to the Purchase Amount on a pro rata basis, with such adjustments by lot or by any other method deemed to be fair and appropriate so that only Notes in denominations of $2,000 aggregate principal amount or integral multiples of $1,000 in excess thereof shall be purchased; and

        (12) if applicable, that, in the case of any Holder whose Note is purchased only in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Note without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder, in the aggregate principal amount equal to and in exchange for the unpurchased portion of the aggregate principal amount of the Notes so tendered.

        "Officers' Certificate" means a certificate to be delivered upon the occurrence of certain events as set forth in the Indenture, signed on behalf of the Company by two Officers of the Company, one of whom must be the principal executive officer, the principal financial officer or the principal accounting officer of the Company.

        "Permitted Asset Swap" means any like-kind exchange under Section 1031 of the Code and any other exchange of assets by the Company or a Restricted Subsidiary where the Company or its Restricted Subsidiaries receive consideration which consists solely of (a) cash or Eligible Cash Equivalents, (b) long term assets (and current assets that are ancillary to such long term assets) that are used or useful in a Permitted Business, or (c) any combination thereof.

        "Permitted Business" means any business similar in nature to any business conducted by the Company and the Restricted Subsidiaries on the Issue Date and any business reasonably ancillary, incidental, complementary or related to, or a reasonable extension, development or expansion of, the business conducted by the Company and the Restricted Subsidiaries on the Issue Date, in each case, as determined in good faith by the Board of Directors of the Company.

        "Permitted Debt" means:

        (i)    Debt Incurred pursuant to any Credit Facility in an aggregate principal amount at any one time outstanding not to exceed the greater of (a) $350.0 million minus any amount used to permanently repay Secured Debt under such Credit Facilities (or permanently reduce commitments with respect thereto) pursuant to the "Limitation on Asset Sales" covenant, plus, in the event of any refinancing of any such Debt, the aggregate amount of any discounts, commissions, premiums, fees and other costs and expenses related to such refinancing, and (b) 2.75 multiplied by the

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aggregate amount of Consolidated Cash Flow Available for Fixed Charges of the Company for the Four Quarter Period immediately preceding the date of determination;

        (ii)   Debt outstanding under the Notes on the Issue Date and contribution, indemnification and reimbursement obligations owed by the Company or any Guarantor to any of the other of them in respect of amounts paid or payable on such Notes;

        (iii)  Guarantees of the Notes;

        (iv)  Debt of the Company or any Restricted Subsidiary outstanding on the Issue Date (other than clauses (i) or (ii) above);

        (v)   Debt owed to and held by the Company or a Restricted Subsidiary;

        (vi)  Guarantees Incurred by the Company of Debt of a Restricted Subsidiary of the Company;

        (vii) Guarantees by any Restricted Subsidiary of Debt of the Company or any Restricted Subsidiary, including Guarantees by any Restricted Subsidiary of Debt under any Credit Facility, provided that (a) such Debt is Permitted Debt or is otherwise Incurred in accordance with the "Limitation on Incurrence of Debt" covenant and (b) such Guarantees are subordinated to the Notes to the same extent, if any, as the Debt being guaranteed;

        (viii)  Debt incurred in respect of workers' compensation claims, unemployment insurance, self-insurance obligations, indemnity, bid, performance, warranty, release, appeal, surety and similar bonds, letters of credit for operating purposes and completion guarantees provided or incurred (including Guarantees thereof) by the Company or a Restricted Subsidiary in the ordinary course of business;

        (ix)  Debt under Swap Contracts, Interest Rate Protection Obligations and Currency Hedge Obligations;

        (x)   Debt owed by the Company or any Restricted Subsidiary to the Company or any Restricted Subsidiary, provided that if for any reason such Debt ceases to be held by the Company or a Restricted Subsidiary, as applicable, such Debt shall cease to be Permitted Debt and shall be deemed Incurred as Debt of the Company for purposes of the Indenture;

        (xi)  Debt of the Company or any Restricted Subsidiary pursuant to Capital Lease Obligations and Purchase Money Debt under this clause, provided that the aggregate principal amount of such Debt, together with the principal amount of any other Debt then outstanding pursuant to this clause (xi), does not exceed $25.0 million in the aggregate;

        (xii) Debt arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, contribution, earnout, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or Capital Interests of a Restricted Subsidiary otherwise permitted under the Indenture;

        (xiii)  the issuance by any of the Company's Restricted Subsidiaries to the Company or to any of its Restricted Subsidiaries of shares of preferred stock; provided, however, that:

        (a)   any subsequent issuance or transfer of Capital Interests that results in any such preferred stock being held by a Person other than the Company or a Restricted Subsidiary of the Company; and

        (b)   any sale or other transfer of any such preferred stock to a Person that is not either the Company or a Restricted Subsidiary of the Company;

shall be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this clause (xiii);

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        (xiv) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Debt is extinguished within five business days of Incurrence;

        (xv) Debt of the Company or any Restricted Subsidiary not otherwise permitted pursuant to this definition, in an aggregate principal amount not to exceed $25.0 million at any time outstanding;

        (xvi) Debt Incurred by the Company or any of its Restricted Subsidiaries to current or former officers, directors, employees and shareholders thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Capital Stock of the Company or any direct or indirect parent company of the Company to the extent described in clause (v) of the second paragraph under the caption "—Restricted Payments;" and

        (xvii)  Refinancing Debt.

        Notwithstanding anything herein to the contrary, Debt permitted under clause (i) of this definition of "Permitted Debt" shall not constitute "Refinancing Debt" under clause (xvii) of this definition of "Permitted Debt".

        "Permitted Holders" means each Detwiler Officer; any spouse or lineal descendant of a Detwiler Officer; any trust or estate the sole beneficiary or beneficiaries of which is a Detwiler Officer, any spouse or lineal descendants of a Detwiler Officer; or any entity owned or controlled by any of the foregoing.

        "Permitted Investments" means:

        (a)   Investments in existence on Issue Date;

        (b)   Investments required pursuant to any agreement or obligation of the Company or a Restricted Subsidiary, in effect on the Issue Date, to make such Investments;

        (c)   Eligible Cash Equivalents;

        (d)   Investments in property and other assets, owned or used by the Company or any Restricted Subsidiary in the normal course of business;

        (e)   Investments by the Company or any of its Restricted Subsidiaries in the Company or any Restricted Subsidiary that is a Guarantor;

        (f)    Investments by the Company or any Restricted Subsidiary in a Person, if as a result of such Investment (A) such Person becomes a Restricted Subsidiary or (B) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated or wound-up into, the Company or a Restricted Subsidiary;

        (g)   Swap Contracts, Interest Rate Protection Obligations and Currency Hedge Obligations;

        (h)   Non-cash consideration received in conjunction with an Asset Sale that is otherwise permitted under the "Limitation on Asset Sales" covenant or that is received in connection with any other disposition of assets not constituting an Asset Sale;

        (i)    Investments received in settlement of obligations owed to the Company or any Restricted Subsidiary and as a result of bankruptcy or insolvency proceedings or upon the foreclosure or enforcement of any Lien in favor of the Company or any Restricted Subsidiary;

        (j)    Investments by the Company or any Restricted Subsidiary (other than in an Affiliate that is not a joint venture or an Unrestricted Subsidiary) not otherwise permitted under this definition, in an aggregate amount which together with the net amount of all other Investments then outstanding pursuant to this clause (j) does not exceed $30.0 million;

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        (k)   Loans and advances (including for travel and relocation) to employees in an amount not to exceed $2.5 million in the aggregate at any one time outstanding;

        (l)    any Investment consisting of a Guarantee permitted by the "Limitations on Indebtedness" covenant; and

        (m)  any Investment in Rock Solid Insurance Company or another entity formed by the Company or by the Company and other Persons for the purpose of and to the extent necessary or, in the good faith determination of the Board of Directors of the Company, desirable, to fund self-insurance obligations in the ordinary course of business or consistent with past practice.

        "Permitted Liens" means:

        (a)   Liens existing at the Issue Date;

        (b)   Liens securing Indebtedness under any Credit Facility incurred pursuant to clause (i) of the definition of "Permitted Debt";

        (c)   Liens securing Swap Contracts, Interest Rate Protection Obligations and Currency Hedge Obligations;

        (d)   any Lien for taxes or assessments or other governmental charges or levies not then due and payable (or which, if due and payable, are being contested in good faith and for which adequate reserves are being maintained, to the extent required by GAAP);

        (e)   any statutory warehousemen's, materialmen's, landlord's or other similar Liens for sums not then due and payable (or which, if due and payable, are being contested in good faith and with respect to which adequate reserves are being maintained, to the extent required by GAAP);

        (f)    any title exception, easement, right-of-way, lease, sublease or other similar Lien that does not materially impair the use or value of the property subject thereto in its use in the business of the Company or a Restricted Subsidiary thereof;

        (g)   Liens on property or other assets (i) in connection with workers' compensation, unemployment insurance and other types of statutory obligations or the requirements of any official body, or (ii) to secure the performance of tenders, bids, surety or performance bonds, leases, purchase, construction, sales or servicing contracts and other similar obligations Incurred in the normal course of business consistent with industry practice; or (iii) to obtain or secure obligations with respect to letters of credit, Guarantees, bonds or other sureties or assurances given in connection with the activities described in clauses (i) and (ii) above, in each case not Incurred or made in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of property or services or imposed by ERISA or the Code in connection with a "plan" (as defined in ERISA) (other than any Lien imposed in connection with the Company's 401(k) Plan) or (iv) arising in connection with any attachment or judgment unless such Liens shall not be satisfied or discharged or stayed pending appeal within 60 days after the entry thereof or the expiration of any such stay;

        (h)   Liens on property or shares of Capital Interests of a Person existing at the time such Person is merged with or into or consolidated with the Company or a Restricted Subsidiary, or becomes a Restricted Subsidiary (and not Incurred in anticipation of such transaction), provided that such Liens are not extended to the property and assets of the Company and its Restricted Subsidiaries other than the property or assets acquired;

        (i)    Liens securing Debt of a Restricted Subsidiary owed to and held by the Company or a Restricted Subsidiary thereof;

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        (j)    other Liens incidental to the conduct of the business of the Company or any of its Restricted Subsidiaries, as the case may be, or the ownership of their assets that do not materially impair the use or value of the property subject thereto in its use in the business of the Company or such Restricted Subsidiary;

        (k)   Liens to secure Capitalized Lease Obligations;

        (m)  Liens securing Debt Incurred to finance the construction, purchase or lease of, or repairs, improvements or additions to, property, plant or equipment of such Person; provided, however, that the Lien may not extend to any other property owned by such Person or any of its Restricted Subsidiaries at the time the Lien is Incurred (other than assets and property affixed or appurtenant thereto), and the Debt (other than any interest thereon) secured by the Lien may not be Incurred more than one year after the later of the acquisition, completion of construction, repair, improvement, addition or commencement of full operation of the property subject to the Lien;

        (n)   Liens to secure any permitted extension, renewal, refinancing or refunding (or successive extensions, renewals, refinancings or refundings), in whole or in part, of any Debt secured by Liens referred to in the foregoing clauses (a) through (m); provided that such Liens do not extend to any other property or assets and the principal amount of the obligations secured by such Liens is not increased except to the extent of any discounts, commissions, premiums, fees and other costs and expenses related to such extension, renewal, refinancing or refunding;

        (o)   Liens in favor of customs or revenue authorities arising as a matter of law to secure payment of custom duties in connection with the importation of goods;

        (p)   licenses of intellectual property granted in the ordinary course of business;

        (q)   Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person's obligation in respect of banker's acceptances issued or created in the ordinary course for the account of such Person to facilitate the purchase, shipment, or storage of such inventory or other goods;

        (r)   Liens on property or assets existing at the time of acquisition of such property or assets by the Company or a Restricted Subsidiary; provided, however that such Liens were not incurred in anticipation of such acquisition;

        (s)   Liens from judgments, decrees, or attachments in circumstances not constituting an Event of Default;

        (t)    Deposits made in the ordinary course of business or Liens in the ordinary course of business to secure obligations with respect to letters of credit, in each case, to secure liability to insurance carriers;

        (u)   Leases or subleases granted to others that do not materially interfere with the ordinary course of business of the Company and its Restricted Subsidiaries;

        (v)   Liens arising from UCC financing statements regarding leases;

        (w)  Liens to secure any Refinancing Debt (or successive Refinancing Debt) as a whole, or in part, of any Debt secured by any Lien; provided, however, that:

        (A)  such new Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to, such property or proceeds or distributions thereof); and

        (B)  the Debt secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the

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Debt at the time the original Lien became a Permitted Lien and (ii) the amount of any discounts, commissions, premiums, fees and other costs and expenses related to such refinancing, refunding, extension, renewal or replacement;

        (x)   Liens in favor of the Company or any Restricted Subsidiary;

        (y)   Survey exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection with Debt and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such person; and

        (z)   any extensions, substitutions, replacements or renewals of the foregoing.

        "Person" means any individual, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization or government or any agency or political subdivision thereof.

        "Preferred Interests," as applied to the Capital Interests in any Person, means Capital Interests in such Person of any class or classes (however designated) that rank prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to shares of Common Interests in such Person.

        "Purchase Amount" has the meaning set forth in the definition of "Offer to Purchase."

        "Purchase Date" has the meaning set forth in the definition of "Offer to Purchase."

        "Purchase Money Debt" means Debt

        (i)    Incurred to finance all or any part of the purchase price or cost of construction or improvement of any assets of such Person or any Restricted Subsidiary (including Debt incurred to refinance any such purchase price or costs of construction or improvement initially funded by the Company or a Restricted Subsidiary); and

        (ii)   that is secured by a Lien on such assets where the lender's sole security is to the assets so purchased, constructed or improved and directly related assets such as proceeds (including insurance proceeds), products, replacements, substitutions and accessions thereto; and

        (iii)  that does not exceed 100% of such purchase price or costs.

        "Purchase Price" has the meaning set forth in the definition of "Offer to Purchase."

        "Qualified Capital Interests" in any Person means a class of Capital Interests other than Redeemable Capital Interests.

        "Qualified Equity Offering" means (i) an underwritten public equity offering of Qualified Capital Interests pursuant to an effective registration statement under the Securities Act yielding gross proceeds to either of the Company of at least $25.0 million or (ii) a private equity offering of Qualified Capital Interests of the Company, other than (x) any such public or private sale to an entity that is an Affiliate of the Company and (y) any public offerings registered on Form S-8.

        "Redeemable Capital Interests" in any Person means any equity security of such Person that by its terms (or by terms of any security into which it is convertible or for which it is exchangeable), or otherwise (including the passage of time or the happening of an event), is required to be redeemed, is redeemable at the option of the holder thereof in whole or in part (including by operation of a sinking fund), or is convertible or exchangeable for Debt of such Person at the option of the holder thereof, in whole or in part, at any time prior to the Stated Maturity of the Notes; provided that only the portion of such equity security which is required to be redeemed, is so convertible or exchangeable or is so redeemable at the option of the holder thereof before such date will be deemed to be Redeemable

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Capital Interests. Notwithstanding the preceding sentence, any equity security that would constitute Redeemable Capital Interests solely because the holders of the equity security have the right to require the Company to repurchase such equity security upon the occurrence of a change of control or an asset sale will not constitute Redeemable Capital Interests if the terms of such equity security provide that the Company may not repurchase or redeem any such equity security pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption "—Certain Covenants—Limitation on Restricted Payments." The amount of Redeemable Capital Interests deemed to be outstanding at any time for purposes of the Indenture will be the maximum amount that the Company and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Redeemable Capital Interests or portion thereof, exclusive of accrued dividends.

        "Redemption Price," when used with respect to any Note to be redeemed, means the price at which it is to be redeemed pursuant to the Indenture.

        "Refinancing Debt" means Debt that refunds, refinances, renews, replaces or extends any Debt permitted to be Incurred by the Company or any Restricted Subsidiary pursuant to the terms of the Indenture, whether involving the same or any other lender or creditor or group of lenders or creditors, but only to the extent that:

        (i)    the Refinancing Debt is subordinated to the Notes to at least the same extent as the Debt being refunded, refinanced or extended, if such Debt was subordinated to the Notes,

        (ii)   the Refinancing Debt has a final maturity either (a) no earlier than the Debt being refunded, refinanced or extended or (b) at least 91 days after the maturity date of the Notes,

        (iii)  the Refinancing Debt has a weighted average life to maturity at the time such Refinancing Debt is Incurred that is equal to or greater than the weighted average life to maturity of the Debt being refunded, refinanced, renewed, replaced or extended,

        (iv)  such Refinancing Debt is in an aggregate principal amount that is less than or equal to the sum of (a) the aggregate principal or accreted amount (in the case of any Debt issued with original issue discount, as such) then outstanding under the Debt being refunded, refinanced, renewed, replaced or extended, (b) the amount of accrued and unpaid interest, if any, and premiums owed, if any, not in excess of preexisting prepayment provisions on such Debt being refunded, refinanced, renewed, replaced or extended and (c) the aggregate amount of any discounts, commissions, premiums, fees and other costs and expenses related to the Incurrence of such Refinancing Debt; and

        (v)   such Refinancing Debt is Incurred by one or more of the same obligors (or their successors) that initially Incurred the Debt being refunded, refinanced, renewed, replaced or extended, except that the Company may Incur Refinancing Debt to refund, refinance, renew, replace or extend Debt of any Restricted Subsidiary of the Company; provided that the Restricted Subsidiary (or its successor) that initially Incurred such Debt remains an obligor under any such Refinancing Debt.

        "Restricted Payment" is defined to mean any of the following:

        (a)   any dividend or other distribution declared and paid on the Capital Interests in the Company or on the Capital Interests in any Restricted Subsidiary of the Company that are held by, or declared and paid to, any Person other than the Company or a Restricted Subsidiary of the Company (other than (i) dividends, distributions or payments made solely in Qualified Capital Interests in the Company and (ii) dividends or distributions payable to the Company or a Restricted Subsidiary of the Company or to other holders of Capital Interests of a Restricted Subsidiary on a pro rata basis); provided that this clause shall not include distributions made by the

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Company to its shareholders with respect to any year prior to fiscal year 2010 during which the Company was an "S Corporation" as defined in the Code, in an amount not to exceed the product of the Company's pre-tax earnings (determined in accordance with the Code and including any income or loss of any disregarded entity or Qualified Subchapter S Subsidiary) during such year, multiplied by the effective combined local, state and federal income tax rate (after giving effect to the deductibility of local and state income taxes in the determination of federal income taxes) for individuals in the highest income bracket (taking into account any lower income tax rate applicable to capital gains), as determined by the Board of Directors (including any additional amounts determined to be payable as a result or any audit or review of tax returns for such year);

        (b)   any payment made by the Company or any of its Restricted Subsidiaries (other than a payment made solely in Qualified Capital Interests) to purchase, redeem, acquire or retire any Capital Interests in the Company (including the conversion into, or exchange for, Debt, of any Capital Interests) other than any such Capital Interests owned by the Company or any Restricted Subsidiary;

        (c)   any payment made by the Company or any of its Restricted Subsidiaries (other than a payment made solely in Qualified Capital Interests in the Company) to redeem, repurchase, defease (including an in substance or legal defeasance) or otherwise acquire or retire for value (including pursuant to mandatory repurchase covenants), prior to any scheduled maturity, scheduled sinking fund or mandatory redemption payment, Debt of the Company or any Guarantor that is subordinate (whether pursuant to its terms or by operation of law) in right of payment to the Notes or Note Guarantees (excluding any Debt owed to the Company or any Restricted Subsidiary); except payments of principal and interest in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case, within one year of the due date thereof;

        (d)   any Investment by the Company or a Restricted Subsidiary in any Person, other than a Permitted Investment; and

        (e)   any designation of a Restricted Subsidiary as an Unrestricted Subsidiary.

        "Restricted Subsidiary" means any Subsidiary that has not been designated as an "Unrestricted Subsidiary" in accordance with the Indenture.

        "Sale and Leaseback Transaction" means any direct or indirect arrangement pursuant to which property is sold or transferred by the Company or a Restricted Subsidiary and is thereafter leased back by the Company or a Restricted Subsidiary.

        "Significant Subsidiary" has the meaning set forth in Rule 1-02 of Regulation S-X under the Securities Act and Exchange Act, but shall not include any Unrestricted Subsidiary.

        "Stated Maturity," when used with respect to (i) any Note or any installment of interest thereon, means the date specified in such Note as the fixed date on which the principal amount of such Note or such installment of interest is due and payable and (ii) any other Debt or any installment of interest thereon, the date specified in the instrument governing such Debt as the fixed date on which the principal of such Debt or such installment of interest is due and payable.

        "Subsidiary" means, with respect to any Person, any corporation, limited or general partnership, trust, association or other business entity of which an aggregate of at least a majority of the outstanding Capital Interests therein is, at the time, directly or indirectly, owned by such Person and/or one or more Subsidiaries of such Person.

        "Successor Entity" means a corporation or other entity that succeeds to and continues the business of New Enterprise Stone & Lime Co., Inc.

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        "Swap Contract" means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including, without limitation, any fuel price caps and fuel price collar or floor agreements and similar agreements or arrangements designed to protect against or manage fluctuations in fuel prices and any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a "Master Agreement"), including any such obligations or liabilities under any Master Agreement.

        "Treasury Rate" means, as of any Redemption Date, the yield to maturity as of such Redemption Date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to September 1, 2014; provided, however, that if the period from the Redemption Date to September 1, 2014, is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

        "Voting Interests" means, with respect to any Person, securities of any class or classes of Capital Interests in such Person entitling the holders thereof generally to vote on the election of members of the Board of Directors or comparable body of such Person.

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BOOK-ENTRY, DELIVERY AND FORM

        Except as set forth below, the exchange notes will each initially be issued in the form of one or more fully registered notes in global form without coupons. Each global note shall be deposited with the trustee, as custodian for, and registered in the name of DTC or a nominee thereof. The old notes to the extent validly tendered and accepted and directed by their holders in their letters of transmittal, will be exchanged through book-entry electronic transfer for the applicable global note.

        Except as set forth below, a global note may be transferred, in whole but not in part, solely to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in a global note may not be exchanged for notes in certificated form except in the limited circumstances described below.

The Global Notes

        We expect that pursuant to procedures established by DTC:

•

upon the issuance of the global notes, DTC or its custodian will credit, on its internal system, the principal amount of notes of the individual beneficial interests represented by such global notes to the respective accounts of persons who have accounts with such depositary, which we refer to as participants, and;

•

ownership of beneficial interests in the global notes will be shown on, and the transfer of such ownership will be effected only through:

•

records maintained by DTC or its nominee with respect to interests of persons who have accounts with DTC participants; and

•

the records of participants with respect to interests of persons other than participants.

        Holders may hold their interests in the global notes directly through DTC if they are participants in such system, or indirectly through organizations that are participants in such system. So long as DTC, or its nominee, is the registered owner or holder of the global notes, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the notes represented by such global notes for all purposes under the indenture. No beneficial owner of an interest in the global notes will be able to transfer that interest except in accordance with DTC's procedures, in addition to those provided for under the indenture with respect to the notes.

        Payments of the principal of, premium, if any, and interest on the global notes will be made to DTC or its nominee, as the case may be, as the registered owner thereof. None of us, either trustee or any paying agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the global notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interest.

        We expect that DTC or its nominee, upon receipt of any payment of principal, premium, if any, and interest on the global notes, will credit participants' accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the global notes as shown on the records of DTC or its nominee. We also expect that payments by participants to owners of beneficial interests in the global notes held through such participants will be governed by standing instructions and customary practice, as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. Such payments will be the responsibility of such participants.

        Transfers between participants in DTC will be effected in the ordinary way through DTC's same-day funds system in accordance with DTC rules and will be settled in same-day funds. If a holder requires physical delivery of a certificated exchange note for any reason, including to sell exchange notes to persons in states that require physical delivery of the exchange notes, or to pledge such securities, such holder must transfer its interest in the global notes, in accordance with the normal

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procedures of DTC and with the procedures set forth in the indenture. Consequently, the ability to transfer exchange notes or to pledge exchange notes as collateral will be limited to such extent.

        Exchange notes that are issued as described below under "—Certificated Notes," will be issued in registered definitive form without coupons (each, a "Certificated Note"). Upon the transfer of Certificated Notes, such Certificated Notes may, unless the global note has previously been exchanged for Certificated Notes, be exchanged for an interest in the applicable global note representing the principal amount of notes being transferred.

        DTC has advised us that it will take any action permitted to be taken by a holder of exchange notes (including the presentation of exchange notes for exchange as described below) only at the direction of one or more participants to whose account the DTC interests in the global notes are credited and only in respect of such portion of the aggregate principal amount of exchange notes as to which such participant or participants has or have given such direction. However, if there is an event of default under either indenture, DTC will exchange the applicable global notes for certificated exchange notes, which it will distribute to its participants.

        DTC has advised us as follows:

•

DTC is a limited-purpose trust company organized under New York banking law,

•

a "banking organization" within the meaning of the New York banking law,

•

a member of the Federal Reserve System,

•

a "clearing corporation" within the meaning of the New York Uniform Commercial Code and

•

a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act.

        DTC was created to hold securities for its participants and facilitate the clearance and settlement of securities transactions between participants through electronic bookentry changes in accounts of its participants, thereby eliminating the need for physical movement of certificates. Participants include securities brokers and dealers, banks, trust companies and clearing corporations and certain other organizations. Indirect access to the DTC system is available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly ("indirect participants").

        Although DTC has agreed to the foregoing procedures in order to facilitate transfers of interests in the global notes among participants of DTC, it is under no obligation to perform such procedures and such procedures may be discontinued at any time. None of we, or any paying agent will have any responsibility for the performance by DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Certificated Notes

        A global note is exchangeable for Certificated Notes in fully registered form without interest coupons, which we refer to as Certificated Securities, only in the following limited circumstances:

•

DTC notifies us that it is unwilling or unable to continue as depositary for the global note and we fail to appoint a successor depositary within 90 days of such notice, or

•

there shall have occurred and be continuing an event of default with respect to the Notes under the indenture and DTC shall have requested the issuance of Certificated Securities.

        Certificated Securities may not be exchanged for beneficial interests in any global note unless the transferor first delivers to the trustee a written certificate (in the form provided in the indenture) to the effect that such transfer will comply with the appropriate transfer restrictions applicable to such notes. See "Notice to Investors." In no event shall the Temporary Regulation S global note be exchanged for Certificated Securities prior to (a) the expiration of the distribution compliance period and (b) the receipt of any certificates required under the provisions of Regulation S.

        The laws of some states require that certain persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer the notes will be limited to such extent.

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CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

General

        The following is a summary of certain United States federal income tax considerations of the acquisition, ownership and disposition of the exchange notes and does not purport to be a complete analysis of all the potential tax considerations. This summary is based on provisions of the Internal Revenue Code of 1986, as amended (the "Code"), the Treasury regulations promulgated or proposed thereunder, judicial authority, published administrative positions of the Internal Revenue Service (the "IRS"), and other applicable authorities, all as in effect on the date of this document, and all of which are subject to change, possibly on a retroactive basis, which may materially and adversely affect the tax consequences described herein. We have not sought any ruling from the IRS with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS will agree with our statements and conclusions. This summary deals only with holders that exchange their old notes for exchange notes in the exchange offer, and that will hold the exchange notes as "capital assets" (within the meaning of Section 1221 of the Code). This summary does not purport to deal with all aspects of United States federal income taxation that might be relevant to particular holders in light of their personal investment circumstances or status, nor does it address tax considerations applicable to investors that may be subject to special tax rules, such as certain financial institutions, tax-exempt organizations, S corporations, partnerships or other pass-through entities (or investors in such entities), insurance companies, broker-dealers, dealers or traders in securities or currencies, expatriates subject to Code Section 877 and taxpayers subject to the alternative minimum tax. This summary also does not discuss notes held as part of a hedge, straddle, synthetic security or conversion transaction, or situations in which the "functional currency" of a United States holder (as defined below) is not the United States dollar. Moreover, the effect of other United States federal tax laws (such as estate and gift tax laws) and any applicable state, local or non-United States tax laws is not discussed.

The following summary is for informational purposes only and is not a substitute for careful tax planning and advice. investors considering the exchange of old notes for exchange notes should consult their own tax advisors with respect to the application of the united states federal income tax laws to their particular situations as well as any tax consequences arising under the estate and gift tax laws or the laws of any state, local or non-united states taxing jurisdiction or under any applicable tax treaty.

To ensure compliance with Treasury Department Circular 230, holders of notes are hereby notified that: (a) any discussion of federal tax issues in this prospectus is not intended or written to be relied upon, and cannot be relied upon, by holders for the purpose of avoiding penalties that may be imposed on holders under the code; (b) such discussion is being used in connection with the promotion or marketing (within the meaning of Circular 230) by us of the transactions or matters addressed herein; and (c) holders should seek advice based on their particular circumstances from an independent tax advisor.

        As used in this summary, the term "United States holder" means a holder of an old note or an exchange note that is, for United States federal income tax purposes:

(1)

an individual who is a citizen or resident of the United States;



(2)

an entity taxable as a corporation for United States federal income tax purposes that is created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

174

(3)

an estate, the income of which is subject to United States federal income taxation regardless of its source; or



(4)

a trust, if: (i) a court within the United States is able to exercise primary jurisdiction over its administration and one or more United States persons has the authority to control all of its substantial decisions or (ii) it was in existence before August 20, 1996 and a valid election is in place under applicable Treasury regulations to treat such trust as a domestic trust for United States federal income tax purposes.

        As used in this summary, the term "non-United States holder" means a holder of an old note or an exchange note that is, for United States federal income tax purposes, an individual, corporation, estate or trust that is not a United States holder.

        If any entity treated as a partnership for United States federal income tax purposes is a holder of old notes or exchange notes, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. Partnerships and their partners should consult their own tax advisors regarding the tax consequences of the acquisition, ownership and disposition of the exchange notes.

Exchange Offer

        The exchange of old notes for exchange notes pursuant to the exchange offer should not be treated as an "exchange" for U.S. federal income tax purposes. Each exchange note should, in general, be treated for federal income tax purposes as the same instrument as the old notes for which it was exchanged. Accordingly, the exchange of old notes for exchange notes should not be a taxable event to United States holders. The exchange notes will have the same tax attributes as the old notes and the same tax consequences to holders as the old notes have, including, without limitation, the same issue price, adjusted issue price, adjusted tax basis and holding period, and a holder will take into account income with respect to the exchange note in the same manner as for the old note. If a holder acquired an old note with market discount or bond premium, such market discount or bond premium will carry over to the exchange note and shall be taken into account in the same manner as for the old note.

Effect of Certain Additional Payments

        In certain circumstances, we may be obligated to pay amounts in excess of stated interest or principal on the exchange notes. Our obligation to pay such excess amounts may implicate the provisions of the Treasury regulations relating to "contingent payment debt instruments." Under these regulations, one or more contingencies will not cause the exchange notes to be treated as contingent payment debt instruments if, as of the issue date, each such contingency is considered to be "remote" or "incidental" or, in certain circumstances, it is significantly more likely than not that no such contingency will occur. We believe and intend to take the position that the potential for additional payments on the exchange notes should not cause the exchange notes to be treated as contingent payment debt instruments. Our determination is binding on you, unless you disclose a contrary position in the manner required by applicable Treasury Regulations. Our determination is not, however, binding on the IRS and there is no assurance that the IRS would not take a contrary position that could be sustained. A successful challenge of this position by the IRS could require a holder to accrue income on its exchange notes in excess of stated interest and could cause the gain from any taxable disposition of an exchange note to be treated as ordinary income, rather than capital gain. The remainder of this discussion assumes that the exchange notes will not be treated as contingent payment debt instruments. Holders are urged to consult their own tax advisors regarding the potential application of the contingent payment debt instrument rules to the exchange notes and the consequences thereof.

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United States Holders

Stated Interest

        Stated interest payable on an exchange note will generally be included in the income of a United States holder as ordinary income at the time such interest is accrued or received in accordance with the holder's method of accounting for United States federal income tax purposes.

Market Discount

        If a United States holder purchased old notes after their original issue date for an amount that is less than their stated redemption price at maturity, the amount of the difference will be treated as "market discount" for United States federal income tax purposes, unless that difference is less than a specified de minimis amount. Any market discount on an old note will carry over to the exchange note. Under the market discount rules, a United States holder will be required to treat any principal payment on, or any gain on the sale, exchange, retirement or other disposition of, the exchange notes as ordinary income to the extent of the market discount that has not been previously included in income and that has accrued on the exchange notes at the time of their payment or disposition. In addition, a United States holder may be required to defer, until the maturity of the exchange notes or their earlier disposition in a taxable transaction, the deduction of all or a portion of the interest expense on any indebtedness attributable to the exchange notes. A United States holder may elect, on a note-by-note basis, to deduct the deferred interest expense in a tax year prior to the year of disposition. United States holders should consult their own tax advisors before making this election.

        Any market discount will be considered to accrue ratably during the period from the date of acquisition of the old note to the maturity date of the exchange note unless the United States holder elects to accrue market discount on a constant interest method. A United States holder may elect to include market discount in income currently as it accrues, on either a ratable or constant interest method, in which case the rule described above regarding deferral of interest deductions will not apply. The election to include market discount in income currently, once made, applies to all market discount obligations acquired by the United States holder on or after the first taxable year to which the election applies and may not be revoked without the consent of the IRS. United States holders should consult their own tax advisors before making this election.

Amortizable Bond Premium

        If a United States holder purchased old notes after their original issue date for an amount in excess of the sum of all amounts payable on those debt securities after the purchase date other than qualified stated interest, the United States holder will be considered to have purchased those debt securities at a "premium." A United States holder generally may elect to amortize the premium over the remaining term of those debt securities on a constant yield method as an offset to interest when includible in income under the holder's regular accounting method. If a United States holder does not elect to amortize bond premium, that premium will decrease the gain or increase the loss the holder would otherwise recognize on disposition of the exchange notes. A United States holder's election to amortize premium on a constant yield method will also apply to all debt obligations held or subsequently acquired by such holder on or after the first day of the first taxable year to which the election applies. A United States holder may not revoke the election without the consent of the IRS. United States holders should consult their own tax advisors before making this election.

Sale, Exchange, Redemption, Retirement or Other Taxable Disposition of the Exchange Notes

        Upon the sale, exchange, redemption, retirement or other taxable disposition of an exchange note, a United States holder generally will recognize capital gain or loss equal to the difference

176

between: (i) the amount realized on such disposition (not including the amount allocable to accrued and unpaid stated interest, which will be treated as ordinary interest income for federal income tax purposes to the extent not previously included in income) and (ii) that holder's adjusted tax basis in the exchange note. The amount realized will be equal to the sum of the amount of cash and the fair market value of any property received in exchange for the exchange note. A United States holder's adjusted tax basis in an exchange note generally will equal that holder's cost for the old note as of the date of the exchange. Subject to the market discount rules described above, any capital gain or loss will be long-term capital gain or loss if the United States holder's holding period in the exchange note (which will include the holding period in the old note) is more than one year at the time of such disposition. Certain non-corporate United States holders (including individuals) may be eligible for preferential rates of United States federal income tax in respect of long-term capital gains. The deductibility of capital losses is subject to certain limitations.

Medicare Tax

        For taxable years beginning after December 31, 2012, a United States person that is an individual or estate, or a trust that does not fall into a special class of trusts that is exempt from such tax, is subject to a 3.8% tax on the lesser of (1) the United States person's "net investment income" for the relevant taxable year and (2) the excess of the United States person's modified gross income for the taxable year over a certain threshold (which in case of individuals will be between $125,000 and $250,000, depending on the individual's circumstances). A holder's net investment income will generally include its gross interest income and its net gains from the disposition of exchange notes, unless such interest or net gains are derived in the ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain passive or trading activities). If you are a United States person that is an individual, estate or trust, you are urged to consult your tax advisor regarding the applicably of the Medicare tax to your income and gains in respect of your investment in the exchange notes.

Information Reporting and Backup Withholding Tax

        In general, we must report certain information to the IRS with respect to payments of interest on an exchange note and the proceeds of the sale or other taxable disposition (including a retirement or redemption) of an exchange note by certain non-corporate United States holders.

        The payor (which may be us or an intermediate payor) will be required to withhold backup withholding tax (currently at a rate of 28.0%, which is scheduled to increase to 31% in 2013) on such amounts if: (i) the payee fails to furnish a taxpayer identification number, which we refer to as a TIN, to the payor and comply with certain certification procedures or otherwise establish an exemption from backup withholding, (ii) the IRS notifies the payor that the TIN furnished by the payee is incorrect, (iii) there has been a notified payee underreporting described in Section 3406(c) of the Code or (iv) the payee has not certified under penalties of perjury that it has furnished a correct TIN and that the IRS has not notified the payee that it is subject to backup withholding under the Code. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules from a payment to a United States holder will be allowed as a credit against that holder's United States federal income tax liability and may entitle the holder to a refund, provided that the required information is timely furnished to the IRS.

177

Non-United States Holders

Payment of Interest

        Subject to the discussion of backup withholding below, interest income paid on an exchange note that is not effectively connected with a United States trade or business will not be subject to United States federal income tax or withholding tax, if it is "portfolio interest." Interest on the exchange notes will qualify as "portfolio interest" provided that: (i) the holder does not actually or constructively own 10% or more of the combined voting power of all classes of our stock entitled to vote, (ii) the holder is not a controlled foreign corporation related to us, (iii) the holder is not a bank that acquired the exchange notes in consideration for an extension of credit made pursuant to a loan agreement entered into in the ordinary course of business and (iv) either (a) the holder provides a Form W-8 BEN (or a suitable substitute form) signed under penalties of perjury that includes its name and address and certifies as to its non-United States status in compliance with applicable law and regulations, or (b) a securities clearing organization, bank or other financial institution that holds customers' securities in the ordinary course of its trade or business holds the exchange notes and provides a statement to us or our agent under penalties of perjury in which it certifies that a Form W-8 BEN (or a suitable substitute) has been received by it from the non-United States holder or a qualifying intermediary and furnishes a copy to us or our agent.

        If a non-United States holder cannot satisfy the requirements described above, the gross amount of payments of interest to such non-United States holder that is not effectively connected with the holder's conduct of a trade or business in the United States will be subject to United States federal withholding tax at the rate of 30.0%, unless a U.S. income tax treaty applies to reduce or eliminate withholding. In order to claim the benefit provided by a tax treaty, a non-United States holder must provide a properly executed Form W-8BEN (or suitable substitute form) claiming an exemption from or reduction in withholding under the benefit of an applicable tax treaty.

        Except to the extent that an applicable treaty otherwise provides, a non-United States holder generally will be subject to a net income tax in the same manner as a United States holder with respect to interest if the interest income is effectively connected with a United States trade or business of the non-United States holder. A corporate non-United States holder may also, in some circumstances, be subject to an additional "branch profits tax" at a 30.0% rate (or lower applicable treaty rate) on its effectively connected earnings and profits attributable to such interest. Even though such effectively connected interest is generally subject to income tax, and may be subject to the branch profits tax, it is not subject to withholding tax if the holder delivers a properly executed and applicable IRS Form W-8 (or a suitable substitute form) to the payor prior to the payment of interest.

Sale, Exchange, Redemption, Retirement or Other Taxable Disposition of the Exchange Notes

        Subject to the discussion below on backup withholding, a non-United States holder of an exchange note will generally not be subject to United States federal income tax or withholding tax on any gain realized on a sale, exchange, redemption, retirement or other taxable disposition of an exchange note (other than any amount representing accrued but unpaid interest on an exchange note, which is subject to the rules discussed above in "—Payment of Interest") unless: (i) the gain is effectively connected with a United States trade or business of the non-United States holder, or (ii) in the case of a non-United States holder who is an individual, such holder is present in the United States for 183 days or more during the taxable year of the disposition and certain other requirements are met. If the non-United States holder is described in clause (i) above, such gain generally will be taxed in the same manner as interest that is United States trade or business income, as discussed above. If the non-United States holder is described in clause (ii) above, such gain will generally be subject to a 30.0% tax (unless an applicable treaty provides otherwise), although such gain may be offset by certain U.S. source capital losses.

178

Information Reporting and Backup Withholding Tax

        We must annually report to the IRS and to a non-United States holder the interest paid to a non-United States holder on its exchange notes and the tax, if any, withheld from those payments. Copies of these information returns also may be made available to the tax authorities of the country in which a non-United States holder resides pursuant to the provisions of various treaties or agreements for the exchange of information. In general, a non-United States holder will not be subject to United States backup withholding (currently at a rate of 28.0%, which is scheduled to increase to 31% in 2013) with respect to payments of interest that we make to such holder provided that we do not have actual knowledge that such holder is a United States person and we have received from such holder the statement described above in "—Payment of Interest."

        Under current Treasury Regulations, payments on the sale, redemption, retirement or other taxable disposition of an exchange note made to or through a non-United States office of a broker generally will not be subject to information reporting or backup withholding. However, if the broker is: (i) a United States person, (ii) a controlled foreign corporation for United States federal income tax purposes, (iii) a foreign person 50.0% or more of whose gross income is effectively connected with a United States trade or business for a specified three-year period or (iv) a foreign partnership with certain connections to the United States, then information reporting (but not backup withholding) will be required unless the broker has in its records documentary evidence that the beneficial owner is not a United States person and certain other conditions are met or the beneficial owner otherwise establishes an exemption. Payments to or through the United States office of a broker will be subject to backup withholding and information reporting unless the beneficial owner certifies, under penalties of perjury, that it is not a United States person or otherwise establishes an exemption. Backup withholding may apply to any payment that the broker is required to report if the broker has actual knowledge that the payee is a United States person. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or credit against a holder's United States federal income tax liability provided the required information is timely furnished to the IRS.

179

PLAN OF DISTRIBUTION

        Each broker-dealer that holds old notes and the guarantees attached thereto that are transfer restricted securities that were acquired for such broker-dealer's own account as a result of market-making activities or other trading activities (other than transfer restricted securities acquired directly from us or any of our affiliates), may exchange these old notes and the guarantees attached thereto pursuant to the exchange offer. Transfer restricted securities are old notes and the guarantees attached thereto until the earliest to occur of (a) the date on which the old notes and the guarantees attached thereto are exchanged in the exchange offer for an exchange note and guarantee attached thereto entitled to be resold to the public by the holder thereof without complying with the prospectus delivery requirements of the Securities Act, (b) the date on which the old notes and the guarantees attached thereto have been effectively registered under the Securities Act and disposed of in accordance with a shelf registration statement, (c) the date on which the old notes and the guarantees attached thereto are distributed to the public by a broker-dealer pursuant to this prospectus (including delivery of this prospectus) and (d) during an effectiveness period (the date on which a shelf registration statement is declared effective by the Commission until August 18, 2012) in which the old notes and the guarantees attached thereto were eligible to be included in the shelf registration statement, the date on which the old notes and the guarantees attached thereto are sold pursuant to Rule 144 under the Securities Act.

        In exchanging such old notes and the guarantees attached thereto, however, such broker-dealer may be deemed an "underwriter" within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the exchange notes and the guarantees attached thereto received by such broker-dealer in the exchange offer. This prospectus delivery requirement may be satisfied by the delivery by such broker-dealer of this prospectus.

        Exchange notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over the counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker dealer or the purchasers of any such exchange notes. Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes.

        In addition, until                                    , 2011, all dealers effecting a transaction in the exchange notes may be required to deliver a prospectus.

        We have agreed to provide sufficient copies of the latest version of this prospectus to broker-dealers promptly upon reasonable request at any time during the period of (a) 180 days from the date on which the registration statement of which this prospectus is a part is declared effective, (b) the date on which a broker-dealer is no longer required to deliver the prospectus in connection with market-making or other trading activities and (c) all transfer restricted securities covered by the registration statement of which this prospectus is a part have been sold pursuant hereof in order to facilitate such resales.

        We have agreed to pay all expenses incident to the exchange offer (including the expenses of one counsel for the holders of old notes) other than commissions or concessions of any broker or dealer and will indemnify the holders of old notes (including any broker-dealer) against certain liabilities, including liabilities under the Securities Act.

        We will receive no proceeds from the exchange offer or any sale of exchange notes by broker-dealers.

180

LEGAL MATTERS

        The validity of the exchange notes and the validity of the subsidiary guarantees thereof will be passed upon for us by Pepper Hamilton LLP.

EXPERTS

        The financial statements as of February 28, 2011 and February 28, 2010 and for each of the three years ended February 28, 2011 included in this prospectus have been so included in reliance on the report(s) of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

181

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets as of February 28, 2011 and 2010	F-3
Consolidated Statements of Operations for the years ended February 28, 2011, 2010 and 2009	F-4
Consolidated Statements of Cash Flows for the years ended February 28, 2011, 2010 and 2009	F-5
Consolidated Statements of Changes in Deficit and Comprehensive Income (Loss) for the years ended February 28, 2011, 2010 and 2009	F-6
Notes to Consolidated Financial Statements	F-7
Condensed Consolidated Balance Sheets (unaudited) at May 31, 2011 and February 28, 2011	F-43
Condensed Consolidated Statements of Operations (unaudited) for the three months ended May 31, 2011 and 2010	F-44
Condensed Consolidated Statements of Cash Flows (unaudited) for the three months ended May 31, 2011 and 2010	F-45
Notes to Condensed Consolidated Financial Statements (unaudited)	F-46

F-1

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of
New Enterprise Stone & Lime Co., Inc.

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, cash flows and changes in deficit and comprehensive income (loss) present fairly, in all material respects, the financial position of New Enterprise Stone & Lime Co., Inc. and its subsidiaries at February 28, 2011 and 2010, and the results of their operations and their cash flows for each of the three years in the period ended February 28, 2011 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

May 31, 2011, except for Note 20 and the effects of the Registration paragraph described in Note 1 to the consolidated financial statements, as to which the date is August 29, 2011

F-2

New Enterprise Stone & Lime Co., Inc. and Subsidiaries

Consolidated Balance Sheets

As of February 28 (in thousands, except share and per share data)			2011			2010
Assets
Current assets
	Cash and cash equivalents		$	20,029		$	10,773
	Restricted cash			1,887			1,800
	Accounts receivable (less allowance for doubtful accounts of $2,430 in 2011 and $2,119 in 2010)			67,372			60,087
	Inventories			129,422			127,214
	Deferred income taxes			13,783			12,806
	Other current assets			9,941			10,244
		Total current assets		242,434			222,924
Other assets
	Property, plant and equipment, net			382,965			390,530
	Goodwill			90,847			90,847
	Other intangible assets			28,084			28,724
	Other assets			23,748			17,209
		Total assets	$	768,078		$	750,234
Liabilities and Deficit
Current liabilities
	Current maturities of long-term debt		$	20,460		$	20,557
	Accounts payable—trade			16,154			13,430
	Accrued liabilities			52,146			45,638
		Total current liabilities		88,760			79,625
Long-term debt and other liabilities
	Long-term debt, less current maturities			480,386			464,339
	Deferred income taxes			111,921			112,781
	Other			9,840			9,043
		Total liabilities		690,907			665,788
Commitments and contingencies (Note 14)
Redeemable Common Stock
	Common stock, Class A, voting, $1 par value. Authorized 30,000 shares; issued and outstanding 20,500 shares			9,837			13,846
	Common stock, Class B, nonvoting, $1 par value. Authorized 750,000 shares; issued and outstanding 250,925 shares			120,404			169,472
Deficit
New Enterprise Stone & Lime Co., Inc. deficit
	Retained deficit			(53,535	)		(99,644	)
	Accumulated other comprehensive loss			(1,403	)		(1,576	)
	Total New Enterprise Stone & Lime Co., Inc. deficit			(54,938	)		(101,220	)
	Noncontrolling interest			1,868			2,348
	Total deficit			(53,070	)		(98,872	)
		Total liabilities and deficit	$	768,078		$	750,234

The accompanying notes are an integral part of these financial statements.

F-3

New Enterprise Stone & Lime Co., Inc. and Subsidiaries

Consolidated Statements of Operations

Years ended February 28 (in thousands)			2011			2010			2009
Revenue
	Construction materials		$	346,928		$	345,111		$	390,896
	Heavy/highway construction			300,658			315,006			310,494
	Traffic safety services and equipment			68,812			68,384			72,928
	Other revenues			9,601			8,617			11,457
		Total revenue		725,999			737,118			785,775
Cost of revenue (exclusive of items shown separately below)
	Construction materials			244,315			229,785			278,972
	Heavy/highway construction			281,077			298,082			281,006
	Traffic safety services and equipment			50,026			47,987			54,881
	Other expenses			3,193			4,758			5,286
		Total cost of revenue		578,611			580,612			620,145
	Depreciation, depletion, and amortization			45,917			43,742			42,279
	Intangible asset impairment			—			—			44,873
	Pension and profit sharing			8,907			9,690			8,895
	Selling, administrative, and general expenses			61,547			64,779			59,223
				694,982			698,823			775,415
		Operating profit		31,017			38,295			10,360
Other income (expense)
	Interest income			318			593			667
	Interest expense			(41,586	)		(29,536	)		(40,185	)
				(41,268	)		(28,943	)		(39,518	)
		Income (loss) before income taxes		(10,251	)		9,352			(29,158	)
Income tax expense (benefit)				(4,478	)		392			1,060
		Net income (loss)		(5,773	)		8,960			(30,218	)
Noncontrolling interest in net (income) loss				(1,195	)		(1,165	)		(1,214	)
		Net income (loss) attributable to New Enterprise Stone & Lime Co., Inc.	$	(6,968	)	$	7,795		$	(31,432	)

The accompanying notes are an integral part of these financial statements.

F-4

New Enterprise Stone & Lime Co., Inc. and Subsidiaries

Consolidated Statements of Cash Flows

Years ended February 28 (in thousands)				2011			2010			2009
Reconciliation of net income (loss) to net cash
provided by operating activities
Net income (loss)				$	(5,773	)	$	8,960		$	(30,218	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities
	Depreciation and cost depletion				45,277			43,102			41,639
	Loss on asset impairment				—			—			44,873
	Gain on disposal of property, plant, and equipment				(600	)		(261	)		(595	)
	Amortization of other assets and liabilities				2,470			2,187			4,129
	Noncash interest expense				6,568			3,862			3,020
	Deferred income taxes				(1,837	)		561			(854	)
	Equity earnings of affiliates				—			(254	)		(239	)
	Allowance for doubtful accounts				311			(696	)		(48	)
	Changes in current assets and liabilities
		Accounts receivable			(7,596	)		2,389			5,977
		Inventories			(2,208	)		(8,468	)		(4,329	)
		Other current assets			1,753			(95	)		(67	)
		Accounts payable			2,724			(7,017	)		(3,544	)
		Other accruals			6,414			13,808			(35,816	)
			Net cash provided by operating activities		47,503			58,078			23,928
Cash flows from investing activities
Capital expenditures					(31,777	)		(24,331	)		(28,263	)
Proceeds from sale of property, plant, and equipment					2,240			1,333			2,427
Change in cash value of life insurance					(962	)		(1,308	)		474
Other investing activities					(1,050	)		(68	)		(783	)
			Net cash used in investing activities		(31,549	)		(24,374	)		(26,145	)
Cash flows from financing activities
Proceeds from revolving credit					100,164			101,500			89,500
Repayment of revolving credit					(121,065	)		(90,415	)		(57,000	)
Repayment of long-term debt					(219,180	)		(52,288	)		(13,915	)
Payments on capital lease					(5,009	)		(4,907	)		(5,005	)
Proceeds from issuance of long-term debt					250,000			9,107			—
Debt issuance cost					(9,967	)		(1,246	)		—
Distribution to noncontrolling interest					(1,641	)		(1,189	)		(639	)
Stockholder tax distributions					—			—			(602	)
			Net cash (used in) provided by financing activities		(6,698	)		(39,438	)		12,339
			Net (decrease) increase in cash and cash equivalents		9,256			(5,734	)		10,122
Cash and cash equivalents
Beginning of year					10,773			16,507			6,385
End of year				$	20,029		$	10,773		$	16,507

The accompanying notes are an integral part of these financial statements.

F-5

New Enterprise Stone & Lime Co., Inc. and Subsidiaries

Consolidated Statements of Changes in Deficit and Comprehensive Income (Loss)

(in thousands)		Accumulated Other Comprehensive Loss			Retained Deficit			Noncontrolling Interest			Total Deficit
Balance, February 29, 2008		$	(917	)	$	(117,785	)	$	1,371		$	(117,331	)
Net income (loss)			—			(31,432	)		1,214			(30,218	)
Pension adjustment net of tax of $914			(1,301	)		—			—			(1,301	)
	Comprehensive income (loss)											(31,519	)
Change in Redeemable Common Stock						82,287						82,287
Distribution to noncontrolling interest			—			—			(639	)		(639	)
Stockholder tax distributions			—			(602	)		—			(602	)
Balance, February 28, 2009			(2,218	)		(67,532	)		1,946			(67,804	)
Net income (loss)			—			7,795			1,165			8,960
Pension adjustment net of tax of $451			642			—			—			642
	Comprehensive income (loss)											9,602
Change in Redeemable Common Stock						(39,907	)					(39,907	)
Purchase of subsidiary interest			—			—			426			426
Distribution to noncontrolling interest			—			—			(1,189	)		(1,189	)
Balance, February 28, 2010			(1,576	)		(99,644	)		2,348			(98,872	)
Net income (loss)			—			(6,968	)		1,195			(5,773	)
Pension adjustment net of tax of $122			173			—			—			173
	Comprehensive income (loss)											(5,600	)
Change in Redeemable Common Stock						53,077						53,077
Purchase of subsidiary interest			—			—			(34	)		(34	)
Distribution to noncontrolling interest			—			—			(1,641	)		(1,641	)
Balance, February 28, 2011		$	(1,403	)	$	(53,535	)	$	1,868		$	(53,070	)

The accompanying notes are an integral part of these financial statements.

F-6

New Enterprise Stone & Lime Co., Inc. and Subsidiaries

Notes to the Consolidated Financial Statements

1. Summary of Significant Accounting Policies

Company Activities

        The Company is a leading privately held, vertically integrated construction materials supplier and heavy/highway construction contractor in Pennsylvania and western New York and a national traffic safety services and equipment provider. The Company operates in three segments based upon the nature of its products and services: construction materials, heavy/highway construction and traffic safety services and equipment. The Company's construction materials operations are comprised of: aggregate production, including crushed stone and construction sand and gravel; hot mix asphalt production; ready mixed concrete production; and the production of concrete products, including precast/prestressed structural concrete components and masonry blocks. Another of the Company's core businesses, heavy/highway construction, includes heavy construction, blacktop paving and other site preparation services. The Company's heavy/highway construction operations are primarily supplied with construction materials from its construction materials operation. The Company's third core business, traffic safety services and equipment, consists primarily of sales and leasing of general and specialty traffic control and work zone safety equipment and devices to industrial construction end-users.

Principles of Consolidation

        The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary companies, and their wholly owned subsidiary companies, and entities where the Company has a controlling equity interest. During fiscal 2011, the Company consolidated various legal entities in order to simplify the legal structure. This did not change the assets, liabilities, or results of operations at the time the legal mergers took place. The Companies in the consolidated group as of February 28, 2011 include New Enterprise Stone & Lime Co., Inc.; Gateway Trade Center Inc.; EII Transport Inc.; Protection Services Inc.; Work Area Protection Corp.; SCI Products Inc.; ASTI Transportation Systems, Inc.; Precision Solar Controls Inc.; Rock Solid Insurance Company; Kettle Creek Partners GP, LLC; and Kettle Creek Partners L.P.

        The consolidated financial statements also include the accounts of South Woodbury, L.P., which is 99% owned by certain life insurance trusts, which insure the lives of the principal stockholders of the Company. The remainder, which the Company owns, has a 1% general partnership interest through a wholly-owned entity, NESL II, LLC.

        South Woodbury, L.P. owns an office building in Roaring Spring, PA and an office building that is being used as the Company's corporate headquarters in New Enterprise, PA. The Company signed two lease agreements on February 28, 2003. The original lease terms for both leases end on May 31, 2023 and have one five-year option to extend the lease. The annual base rents for the Roaring Spring, PA and New Enterprise, PA office buildings are $0.4 million and $2.0 million respectively, which may be reset to a fair market rate, as defined in the agreements.

        Significant intercompany balances and transactions have been eliminated in consolidation.

        Investments in entities in which the Company has an ownership interest of 50% or less are accounted for by the equity method. Investments in affiliated companies consist of a 12.6% membership interest in Means To Go, LLC as of February 28, 2011.

Income Taxes

        Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the

F-7

New Enterprise Stone & Lime Co., Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

1. Summary of Significant Accounting Policies (Continued)

financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. The Company establishes provisions for income taxes when, despite the belief that tax positions are fully supportable, there remain certain positions that do not meet the minimum probability threshold, as defined by the applicable accounting guidance, which is a tax position that is more likely than not to be sustained upon examination by the applicable taxing authority. In the normal course of business, the Company and its subsidiaries are examined by various federal, state and foreign tax authorities. The Company regularly assesses the potential outcomes of these examinations and any future examinations for the current or prior years in determining the adequacy of the provision for income taxes. Interest accrued related to unrecognized tax benefits and income tax related penalties are both included in as a component of the provision for taxes and adjust the income tax provision, the current tax liability and deferred taxes in the period of which the facts that give rise to a revision become known.

Cash and Cash Equivalents

        The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. Certain U.S. cash balances exceed Federal Deposit Insurance Corporation limits. Cash balances were restricted in certain consolidated subsidiaries for bond sinking fund and insurance requirements as well as collateral on outstanding letters of credit or rentals.

Trade Accounts Receivable

        Trade accounts receivable are recorded at the invoiced amount and past due accounts are subject to services charges. The allowance for doubtful accounts is the Company's best estimate of the amount of probable credit losses in the Company's existing accounts receivable, including service charges. The Company determines the allowance based on historical write-off experience, specific identification based on a review of individual past due balances, and the composition and nature of the customer. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

Concentrations of Credit Risk

        The Company's financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company places its cash and temporary investments with high-quality financial institutions. At times, such balances and investments may be in excess of federally insured limits, however the Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents. The Company conducts business with various governmental entities within the Commonwealth of Pennsylvania. These entities include the Pennsylvania Department of Transportation, the Pennsylvania Turnpike Authority, and various townships, municipalities, school districts and universities within Pennsylvania. The Company had $11.9 million and $13.3 million of accounts receivable from these governmental entities as of February 28, 2011 and 2010, respectively. The Company has not

F-8

New Enterprise Stone & Lime Co., Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

1. Summary of Significant Accounting Policies (Continued)

experienced any material losses with these governmental agencies and does not believe it is exposed to any significant credit risk on the outstanding accounts receivable.

Inventories

        Inventories are stated at the lower of cost or market. Cost is determined using either first-in, first-out ("FIFO") or weighted average method based on the applicable category of inventories. The Company also maintains an allowance for obsolete inventories, which is based on recent sales activity and usage of related items.

Rental Equipment

        Rental equipment, primarily related to the Company's safety products business, is recorded at cost and depreciated over the estimated useful lives of the equipment using the straight-line method. The range of estimated useful lives for rental equipment is two to three years.

Property, Plant, and Equipment

        Property, plant, and equipment are carried at cost. Assets under capital leases are stated at the lesser of the present value of minimum lease payments or the fair value of the leased item. Provision for depreciation is generally computed over estimated service lives by the straight-line method.

        The average depreciable life by fixed asset category is as follows:

Land improvements	20 years
Buildings and improvements	8 - 40 years
Crushing, prestressing, and manufacturing plants	5 - 33 years
Contracting equipment	3 - 12.5 years
Trucks and autos	3 - 8 years
Office equipment	5 - 10 years

        Depletable limestone deposits are reduced by cost depletion estimated on the basis of recoverable quantities of each quarry.

        Repairs and maintenance are charged to operations as incurred. Renewals or betterments, which materially add to the useful lives of property and equipment, are capitalized.

        The Company capitalizes interest cost during the period assets are being constructed. Interest capitalized on construction in progress amounted to $0.1 million, $0.2 million and $0.4 million during the years ended February 28, 2011, 2010, and 2009, respectively.

Goodwill and Goodwill Impairment

        Goodwill is tested for impairment on an annual basis or more frequently whenever events or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The impairment test for goodwill is a two-step process. Under the first step, the fair value of the reporting unit is compared with its carrying value. If the fair value of the reporting unit is less than its carrying value, an indication of impairment exists and the reporting unit must perform step two of the impairment test. Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit's goodwill over the implied fair value of that

F-9

New Enterprise Stone & Lime Co., Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

1. Summary of Significant Accounting Policies (Continued)

goodwill. The implied fair value is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation. If the fair value of the reporting unit exceeds its carrying value, step two does not need to be performed.

        The carrying value of each reporting unit is determined by assigning assets and liabilities, including goodwill, to those reporting units as of the measurement date. We use significant judgment in determining the most appropriate method to estimate the fair values of each of our reporting units. We estimate the fair values of the reporting units by considering the indicated fair values derived from both an income approach, which involves discounting estimated future cash flows, and a market approach, which involves the application of revenue and earnings multiples of comparable companies.

        We complete a discounted future cash flow model for each reporting unit based upon projected earnings before interest and taxes ("EBIT"). Under this approach, we calculate the fair value of each reporting unit based on the present value of its estimated future cash flow. In applying the discounted cash flow methodology, we rely on a number of factors, including future business plans, actual and forecasted operating results, and market data. The significant assumptions in our discounted cash flow models include our estimate of future profitability, revenue growth rates, capital requirements, and the discount rate. The profitability estimates used were derived from internal operating budgets and forecasts for long-term demand and pricing in our industry and markets. Any changes in key assumptions or management judgment with respect to a reporting unit or its prospects, which may result from a change in market conditions, market trends, interest rates or other factors outside of our control, or significant underperformance relative to historical or projected future operating results, could result in a significantly different estimate of the fair value of our reporting units, which could result in an impairment charge in the future. The discount rates utilized reflect market-based estimates of capital costs and discount rates adjusted for management's assessment of a market participant's view with respect to other risks associated with the projected cash flows and overall size of the individual reporting units. Our estimates are based upon assumptions we believe to be reasonable, but which by nature are uncertain and unpredictable.

        We then supplement this analysis by also calculating a fair value of the reporting unit utilizing EBIT market multiples applicable to our industry and peer group, the data for which we develop internally and through third-party sources. If there is sufficient depth and availability of market comparables we will take a weighted average approach of the two methods in calculating the fair value of a reporting unit. The weighting of these methods is subjective and based upon our judgment and our historical approach to calculating the fair value of a reporting unit.

        Our annual goodwill impairment analysis takes place as of fiscal year-end and for 2011 did not result in any impairment loss. In order to evaluate the sensitivity of the fair value calculations of our goodwill impairment test, we applied a hypothetical 5% decrease to the fair values of each reporting unit. The hypothetical decrease would cause one reporting unit with approximately $5.8 million of goodwill to potentially be impaired. Accordingly, small changes in future earnings, interest rates, market trends and cash flows would likely lead to a goodwill impairment charge as the fair value of this reporting unit exceeds its carrying value by approximately 1%. The fair value of the remaining reporting units exceeded their carrying value by a substantial margin.

F-10

New Enterprise Stone & Lime Co., Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

1. Summary of Significant Accounting Policies (Continued)

Other Intangible Assets

        Other intangible assets consist of technology, customer relationships, and trademarks. The technology is being amortized over a straight-line basis of 15 years. The customer relationships are being amortized on a straight-line basis over 20 years. The trademarks are considered to have an indefinite life and are not amortized, but are tested for impairment on an annual basis or whenever events or changes in circumstances indicate the carrying value may not be recoverable.

Reclamation Costs

        The Company accounts for land reclamations costs in accordance with applicable accounting rules which require the Company to record the fair value of an asset retirement obligation as a liability in the period in which it incurs a legal obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development, and/or normal use of the assets. The associated asset retirement costs are capitalized as part of the underlying asset and depreciated over the estimated useful life of the asset. The liability is accreted through charges to operating expenses. If the asset retirement obligation is settled for other than the carrying amount of the liability, the Company will recognize a gain or loss on the settlement.

        The Company is legally required to maintain a reclamation bond with the Commonwealth of Pennsylvania. The land reclamation obligation calculated by the Company is based upon the legal requirements for bond posting amounts and is adjusted for inflation and discounted using present value techniques at a credit-adjusted risk-free rate commensurate with the estimated years to settlement.

Other Assets

        Other assets consist of mine permitting costs which benefit future periods, costs incurred to relocate crushers and blacktop plants and costs incurred in securing financing agreements. Amortization of mine permitting and relocation costs is charged to operations over the future periods which receive the benefit. Financing costs are amortized to interest expense over the terms of the associated credit agreements.

Revenue Recognition

        The Company records revenue on long-term highway construction contracts on the basis of the percentage-of-completion of individual contracts under the units-of-work performed method determined using engineering estimates. Provisions for estimated losses on contracts are recorded when identified. As contracts extend over one or more years, revisions in cost and profit estimates during the course of the work are reflected in the accounting period in which revisions become known. The typical contract life cycle for these projects can be up to two to four years in duration. Costs and estimated earnings in excess of billings on uncompleted contracts represent the excess of contract revenue recognized to date on the percentage-of-completion method over billings to date. Billings in excess of costs and estimated earnings on uncompleted contracts represent the excess of billings to date over the amount of revenue recognized to date on the percentage-of-completion method. Such amount as of February 28, 2011 and February 28, 2010 are included in accounts receivable and accrued liabilities, respectively, in the consolidated balance sheet at those dates.

        The Company accounts for custom built concrete products under the units-of-production method. Under this method, the revenue is recognized as the units are produced under firm contracts.

F-11

New Enterprise Stone & Lime Co., Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

1. Summary of Significant Accounting Policies (Continued)

        The Company generally recognizes revenue on the sale of construction materials and concrete products, other than custom built concrete products, when they are shipped and the customer takes title and assumes risk of loss.

        The Company's rental contract periods are daily, weekly or monthly and are recognized on a straight-line basis. Revenues from the sale of rental equipment and new equipment are recognized at the time of delivery to, or pick-up by, the customer. Sales of contractor supplies are also recognized at the time of delivery to, or pick-up by, the customer.

        Other revenue consists of sales of miscellaneous materials, scrap, and other products that do not fall into our other primary lines of business. The Company generally recognizes revenue when the risk of ownership passes to the customer, the price is fixed or determinable, and collection is reasonably assured.

Self-Insurance

        The Company is self-insured for workers' compensation and health coverage, subject to specific retention levels. Self-insurance costs are accrued based upon the aggregate of the liability for reported claims and an estimated liability for claims incurred but not reported.

Fair Value

        The Company determines fair value in accordance with applicable accounting rules which define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value determined is based on assumptions that market participants would use, including consideration of nonperformance risk. The carrying amounts of cash, restricted cash and cash equivalents, trade receivables, accounts payable, accrued expenses, and short-term debt approximate fair value because of the short-term maturity of these financial instruments.

Impairment of Long-Lived Assets

        Long-lived assets, such as property, plant and equipment, and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset group to estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying amount of an asset group exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount exceeds the fair value of the asset group. During 2011, 2010, and 2009, the Company determined no impairment charge was necessary.

Use of Estimates

        The preparation of the consolidated financial statements requires management to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Significant items subject to such estimates and assumptions include the carrying amount of property, plant and equipment; valuation of receivables, inventories, and goodwill; recognition of revenue and loss contract reserves under the percentage-of-completion method;

F-12

New Enterprise Stone & Lime Co., Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

1. Summary of Significant Accounting Policies (Continued)

assets and obligations related to employee benefit plans; asset retirement obligations; and self-insurance reserves. Actual results could differ from those estimates.

Recently Issued Accounting Standards

        In January 2010, the FASB issued ASU 2010-06 "Fair Value Measurements and Disclosures—Improving Disclosures about Fair Value Measurements" (ASU 2010-06). This guidance requires new disclosures surrounding transfers in and out of level 1 or 2 in the fair value hierarchy and also requires that in the reconciliation of level 3 inputs, the entity should report separately information on purchases, sales, issuances or settlements. The increased disclosures should be reported for each class of assets or liabilities. ASU 2010-06 also clarifies existing disclosures for the level of disaggregating, disclosures about valuation techniques and inputs used to determine level 2 or 3 fair value measurements and include conforming amendments to the guidance on employers' disclosures about postretirement benefit plan assets. ASU 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009 except for the disclosures about purchases, sales, issuances or settlements in the roll forward activity for level 3 fair value measurements which are effective for interim and annual periods beginning after December 15, 2010. The adoption of ASU 2010-06 did not have a material effect on the Company's condensed consolidated financial statements.

Reclassifications

        Certain reclassifications have been made to conform prior year balances to current year presentation.

Registration

        These financial statements are prepared in conformity with the requirements applicable to a "Non-Accelerated Filer" as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended. The Company's previously issued financial statements were not prepared in compliance with public company reporting requirements. Significant differences from the previously issued statements include the reclassification of common stock as mezzanine or temporary equity, as reflected in Note 13, and the timing of adoption of the accounting standard related to uncertain tax positions to fiscal year ended February 28, 2009, reflected in Note 8.

2. Risks and Uncertainties

        Our business is heavily impacted by several factors which are outside the control of management, including the overall health of the economy, the level of commercial and residential construction, the level of federal, state and local publicly funded construction projects and seasonal variations generally attributable to weather conditions. These factors impact the amount and timing of our revenues.

        Our second amended and restated credit agreement (the "Credit Agreement") contains certain financial covenants that include limitations on annual capital expenditures, available credit, maximum leverage ratios and a minimum fixed charge coverage ratio, among others, as defined in the associated agreement (the "Financial Covenants"). If an event of default should occur, the lenders may, among other things, accelerate the maturity of the outstanding amounts as well as discontinue lending under the revolving line of credit.

F-13

New Enterprise Stone & Lime Co., Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

2. Risks and Uncertainties (Continued)

        While we have confidence in our ability to meet our operating plan in the future, in the past we have failed to meet certain operating performance measures as well as the Financial Covenant requirements set forth in our Credit Agreement, which resulted in the need to obtain several amendments to the Credit Agreement. In each of February 28, 2009 and 2010, we did not comply with certain Financial Covenant and obtained an associated waiver. In May 2010, we did not comply with certain Financial Covenants and obtained a waiver and an increase in the total available borrowings under the Credit Agreement. At February 28, 2011, we were in compliance with all of our Financial Covenants; however, on May 18, 2011, we entered into the ninth amendment to the Credit Agreement, to adjust certain covenant levels (see Note 7) in future periods to provide greater cushion under our financial covenants. This amendment also imposes a $25.0 million annual limit on capital expenditures.

        As a result of the May 2011 amendment to the credit agreement, we expect to be in compliance with the Financial Covenants during the next fiscal year. Operating losses incurred during our most recent fiscal year as well as reductions in our cash flow generated by operations have resulted in an increase in interest expense due to higher debt levels along with an increase in overall interest rates, which were also impacted by the issuance of Senior Notes in August 2010. A shortfall in the actual trailing twelve month earnings before interest, taxes and depreciation and certain lease expenses ("EBITDAR"), as adjusted and defined in the Credit Agreement, of between approximately 5% and 8% during a particular quarter over the next fiscal year could cause us to fail to meet our Financial Covenants during the period. Similarly, we are projecting to be above the required fixed charge coverage ratios at amounts that vary between approximately 7% and 15% of the required levels set in the Credit Agreement.

        Our earnings and debt levels, and associated covenant compliance, may be impacted by, among other things, the volume and amount of federal, state and local publicly funded construction projects, the weather, which can materially affect our business and makes us subject to seasonality on a quarter to quarter basis, changes in product mix, commodity price changes and other factors inherent in the operation of our business. We are exploring a number of options which could enhance earnings or reduce total debt while not negatively impacting our ability to continue operating in our key markets. If we do not meet our projections and the actions described above are not sufficient to maintain our compliance with the Financial Covenants, we would seek a waiver of the covenants or alternative financing. There can be no assurance that the new covenant requirements will be met or that we would be able to amend the Credit Agreement or obtain alternative financing to replace the Credit Agreement, which could result in a material adverse effect on our financial position, results of operations and cash flows.

F-14

New Enterprise Stone & Lime Co., Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

3. Accounts Receivable

        Accounts receivable at February 28 consisted of:

(in thousands)		2011			2010
Costs and estimated earnings in excess of billings		$	11,138		$	6,789
Trade			50,726			47,406
Retainages			7,938			8,011
			69,802			62,206
Allowance for doubtful accounts			(2,430	)		(2,119	)
	Accounts receivable, net	$	67,372		$	60,087

        Costs and estimated earnings in excess of billings related to uncompleted contracts and amounts not processed by governmental agencies. State and local agencies often require several approvals to process billings or payments and this may cause a lag in payment times.

4. Inventories

        Inventories at February 28 consisted of:

(in thousands)	2011		2010
Crushed stone, agricultural lime, and sand	$	82,852	$	81,557
Raw materials		7,823		6,815
Parts, tires, and supplies		11,472		11,803
Concrete blocks		4,977		4,883
Building materials		4,244		4,224
Safety equipment		16,241		16,584
Other		1,813		1,348
	$	129,422	$	127,214

5. Property, Plant & Equipment

        Property, plant & equipment at February 28 are as follows:

(in thousands)		2011			2010
Limestone and sand acreage		$	135,888		$	136,139
Land, buildings and building improvements			95,080			92,351
Crushing, prestressing, and manufacturing plants			301,052			292,269
Contracting equipment, vehicles, and other			264,814			255,295
Construction in progress			6,282			2,526
	Property, plant and equipment		803,116			778,580
Less: Accumulated depreciation and depletion			(420,151	)		(388,050	)
	Property, plant and equipment, net	$	382,965		$	390,530

        Depreciation expense was $43.2 million, $41.1, and $39.2 million for years ended February 28, 2011, 2010, and 2009. Included in the contracting equipment, vehicles, and other asset category above are capital leases with a cost basis of $22.5 million and $17.5 million as of February 28, 2011 and 2010, respectively.

F-15

New Enterprise Stone & Lime Co., Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

6. Accrued Liabilities

        Accrued liabilities at February 28 consisted of:

(in thousands)		2011		2010
Payroll and vacation		$	7,418	$	8,047
Contract expenses			1,468		5,123
Withholding taxes			2,874		3,891
Reserve for taxes			1,486		1,474
Interest			15,444		1,962
Insurance			16,250		13,102
Deferred acquisition liability			3,253		5,134
Billings in excess of costs and estimated earnings on uncompleted contracts			354		5,246
Other			3,599		1,659
	Total accrued liabilities	$	52,146	$	45,638

7. Long-Term Debt

(in thousands)		2011			2010
Land and equipment obligations		$	32,003		$	33,101
First lien term loan A & B			153,090			280,085
First lien revolving credit facility			53,177			74,085
Second lien loans			—			85,000
Senior notes due 2018			250,000			—
Obligations under capital leases			12,576			12,625
	Total debt		500,846			484,896
Less: Current portion			(20,460	)		(20,557	)
	Total long-term debt	$	480,386		$	464,339

Land, Equipment and Other Obligations

        The Company has various notes, mortgages and other financing arrangements resulting from the purchase of principally land and equipment. All loans provide for at least annual payments, which include interest ranging up to 10.0% per annum. Principally all loans are secured by the land and equipment acquired. During the year ended February 28, 2011, the Company had $6.0 million outstanding of new obligations incurred under various financing arrangements related to the purchase of $3.9 million of equipment and $2.1 million of software. As of February 28, 2010, the Company incurred additional debt of $9.1 million related to the purchase of land and equipment.

        From 1998 through 2005 the Company issued four revenue bonds to different industrial development authorities with counties in Pennsylvania in order to fund the acquisition and installation of plant and equipment. The original issuance of bonds totaled $25.3 million with dates of maturity through May, 2022. The Company maintains irrevocable, transferable letters of credit equal to the approximate carrying value of each bond, in total for $11.6 million and $13.4 million as of February 28, 2011 and 2010, respectively. The effective interest rate on these bonds ranged from 0.41% to 0.48%

F-16

New Enterprise Stone & Lime Co., Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

7. Long-Term Debt (Continued)

and 0.35% and 0.43% as of February 28, 2011 and 2010, respectively. The Company is subject to annual principal maturities each year which is funded on either a quarterly or monthly basis, depending upon the terms of the original agreement. The Company's plant and equipment provide collateral under these borrowings and for the letters of credit.

        The Company entered into a three year term loan agreement in August 2009 with Citizens Bank in the amount of $8.5 million. The purpose of the borrowing was to fund the acquisition of equipment, which serves as collateral under the agreement. Required principal maturities of $0.2 million are due monthly. The interest rate options are LIBOR plus 3.50% or the Prime Rate plus 3.50%. Additionally, the Company is subject to a 1.00% floor on the LIBOR rate for LIBOR based borrowings under this arrangement. The effective rate of interest was 3.79% and 3.73%as of February 28, 2011 and 2010 respectively. The outstanding balance of the loan was $4.5 million and $7.3 million as of February 28, 2011 and 2010, respectively. The Company is subject the existing covenants as defined in the second amended and restated credit agreement discussed below.

First Lien Term Loan A & B

        On January 11, 2008, the Company entered into a second amended and restated credit agreement that provided two term loans and a second lien facility. The term loans were used to acquire equity and assets of Stabler Companies Inc. and refinance certain existing indebtedness. The term loans A and B are secured by a first priority lien on appraised real estate, mineral rights, and fixed assets. The second lien facility was prepaid during 2011. The Company is required to meet certain financial covenants, including maintaining certain leverage and coverage ratios, minimum net worth requirements and capital expenditure and lease payment limitations under our second amended and restated credit agreement. The term loan A and term loan B mature on January 10, 2014.

        Pricing on the term loan A is tied to a performance grid based on the ratio of total debt to earnings before interest, taxes, depreciation and depletion, amortization and rent expense ("EBITDAR"), as defined in the second amended and restated credit agreement. LIBOR margins for the term loan A ranged from 2.00% to 3.50% and from 1.75% to 3.00% for fiscal years ended February 28, 2011 and 2010, respectively. Prime Rate margins ranged from 0% to 1.50% and 0% to 1.00% for fiscal years ended February 28, 2011 and 2010, respectively. Additionally, the Company was subject to a 1.00% floor on the LIBOR rate for LIBOR based borrowings under this arrangement for the fiscal year ended February 28, 2011. The term loan A had $85.1 million outstanding and the LIBOR margin was 3.50% and the Prime Rate margin was 1.50% and $158.9 million outstanding and the LIBOR margin was 3.00% and Prime Rate margin was 1.00% as of February 28, 2011 and 2010, respectively. The net effective interest rate on the term loan A was approximately 3.79% and 3.00% at February 28, 2011 and 2010, respectively.

        Pricing on the term loan B is tied to a performance grid based on the ratio of total debt to EBITDAR. LIBOR margins for the term loan B range from 3.50% to 4.00% and from 3.00% to 3.50% as of fiscal year ended February 28, 2011 and 2010, respectively. Prime Rate margins range from 1.50% to 2.00% and 1.00% to 1.50% for the fiscal year ended February 28, 2011 and 2010, respectively. Additionally, the Company was subject to a 1.00% floor on the LIBOR rate for LIBOR based borrowings under this arrangement for the fiscal year ended February 28, 2011. The term loan B had $68.0 million outstanding and the LIBOR margin was 4.00% and the Prime Rate margin was 2.00% and $121.2 million outstanding and the LIBOR margin was 3.50% and the Prime Rate margin was

F-17

New Enterprise Stone & Lime Co., Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

7. Long-Term Debt (Continued)

1.50% as of February 28, 2011 and 2010, respectively. The net effective interest rate on the term loan B was approximately 4.31% and 3.50% at February 28, 2011 and 2010, respectively.

First Lien Revolving Credit Facility

        On January 11, 2008, the Company entered into a second amended and restated credit agreement with a $110.0 million, secured revolving credit facility. On May 27, 2010 the Company amended its second amended and rested credit agreement to adjust certain leverage ratios, limitations on operating lease expense and also increased the total amount available under the revolving credit facility to $135.0 million. Availability under the revolver is restricted to a borrowing base equal to the sum of 85% of accounts receivable less accounts over 120 days and 60% of inventory. Pricing on the revolver is tied to a performance grid based on the ratio of total Leverage to EBITDAR, as defined in the agreement. LIBOR margins for the revolver range from 2.00% to 3.50%. Prime Rate margins for the revolver range from 0% to 1.50%. Additionally, the Company was subject to a 1.00% floor on the LIBOR rate for LIBOR based borrowings under this arrangement for the fiscal year ended February 28, 2011. The LIBOR margin was 3.50% and 3.00% as of February 28, 2011 and 2010, respectively. The Prime Rate was 1.50% and 1.00% as of February 28, 2011 and 2010, respectively. The effective interest rate was 3.99% and 3.00% at February 28, 2011 and 2010, respectively. The Company is required to meet certain financial covenants, including maintaining certain leverage and coverage ratios, minimum net worth requirements and capital expenditure and lease payment limitations under the second amended and restated credit agreement. The first lien revolving credit facility expires on January 11, 2013.

        At February 28, 2011 and February 28, 2010, an additional $81.8 million and $35.9 million were available under the revolving credit facility, respectively. The agreement also permits an additional seasonal availability of $10.0 million during the months of March, April, May, and June. The credit facility requires that, for 30 consecutive days during the fourth fiscal quarter of each year that the balance outstanding on the revolving loans are repaid to a specified level not to exceed $75.0 million.

Senior Notes Due 2018

        In August 2010, the Company sold $250.0 million aggregate principal amount of 11.0% senior notes ("Notes") due in 2018 at par value. Interest on the Notes is payable semi-annually in cash in arrears on March 1 and September 1 of each year. The Company used the net proceeds from the issuance to repay a portion of existing debt. In connection with the issuance of the Notes, the Company incurred costs of approximately $8.3 million which were deferred and are being amortized on the effective interest method over the term of the Notes.

        At February 28, 2011 the Company had $250.0 million aggregate principal amount of Notes outstanding. At any time prior to September 1, 2014, the Company may redeem all or part of the Notes at a redemption price equal to 100.0% of the principal amount plus accrued and unpaid interest and an applicable "make-whole" premium which is set forth in the indenture governing the Notes. On and after September 1, 2014, the Company may redeem all or a part of the Notes at the redemption

F-18

New Enterprise Stone & Lime Co., Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

7. Long-Term Debt (Continued)

prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest if redeemed during the twelve-month period beginning on September 1 of the years indicated below:

Year	Percentage
2014		105.50	%
2015		102.75	%
2016 and thereafter		100.00	%

        In addition, prior to September 1, 2013, the Company may redeem up to 35.0% of the aggregate principal Notes outstanding with the net cash proceeds from certain equity offerings at a redemption price equal to 111.0% of the principal amount thereof, together with accrued and unpaid interest. If the Company experiences a change of control, as outlined in the indenture, the Company may be required to offer to purchase the Notes at a purchase price equal to 101.0% of the principal amount, plus accrued interest.

        The Notes are guaranteed, on a joint and several basis, by all of the Company's existing and future domestic subsidiaries, with the exception of certain subsidiaries. The indenture governing the Notes contains affirmative and negative covenants that, among other things, limit the Company and its subsidiaries' ability to incur additional debt, make restricted payments, dividends or other payments from subsidiaries to the Company, create liens, engage in the sale or transfer of assets, and engage in transactions with affiliates. The Company is not required to maintain any affirmative financial ratios or covenants.

        The Company must file a registration statement with the Securities and Exchange Commission ("SEC") within 360 days of issuance with respect to a registered offer to exchange the Notes for new Notes having terms substantially identical in all material respects to the Notes. If the Company fails to file a registration statement within the time provided in the indenture the interest rate on the Notes will pay up to an additional 1% per annum until such registration is completed or the Notes are redeemed.

Refinancing

        From the proceeds of the Notes, the Company prepaid its second lien loan which had a principal balance outstanding of $85.0 million and paid down a portion of its term loan A, term loan B, and the revolving credit facility in the amounts of $64.9 million, $50.1 million and $43.5 million respectively. For the year ended February 28, 2011 the Company recognized a loss on debt retirement of approximately $2.9 million relating to the write off of unamortized debt issuance costs associated with the components of outstanding debt that were effectively extinguished. The write off of the debt issuance costs have been recorded as a component of interest expense.

Obligations Under Capital Lease

        The Company has various arrangements for the lease of machinery and equipment which qualify as capital leases. These arrangements typically provide for monthly payments, some of which include residual value guarantees if the Company were to terminate the arrangement during certain specified periods of time for each underlying asset under lease.

F-19

New Enterprise Stone & Lime Co., Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

7. Long-Term Debt (Continued)

Covenants

        The Company is subject to certain financial covenants related to its term loan A, term loan B, and revolving credit facility, including maintaining certain leverage and coverage ratios, minimum net worth requirements, and capital expenditure and lease payment limitations. The credit agreements also contain subjective acceleration clauses which allow the Bank to declare amounts outstanding under the financing arrangements due and payable if a Material Adverse Change occurs. The Company believes that it will continue to comply with its financial covenants, as amended, under the financing arrangement. If the Company's performance does not result in compliance with any of its financial covenants, or if the Bank seeks to exercise its rights under the subjective acceleration clause referred to above, the Company would seek to modify its financing arrangement. However, there can be no assurance that the Bank would not exercise their rights and remedies under the financing arrangement including accelerating payment of all outstanding debt due and payable.

        The Company has obtained multiple waivers and amendments related to covenant defaults (refer to Note 2) during fiscal years 2009, 2010 and 2011, respectively. The more significant amendments related to defaults of the net worth covenant, leverage ratios, limitations on operating lease expense and timely completion of the financial statements. In addition, the Company obtained amendments to the first lien credit facility, including the term loans and revolving credit facility which adjusted covenants for future periods and allowed for the issuance of the Notes in August 2010. Where appropriate, the Company records fees paid to obtain the waivers and amendments as deferred financing fees and amortizes the amounts over the remaining life of the associated financing arrangements. As of February 28, 2011, the Company was in compliance with all of its covenant requirements as amended through that date. On May 18, 2011, the Company obtained an additional amendment to the second amended and restated credit agreement that adjusted covenant levels in future periods during fiscal year 2012 and beyond.

Other

        Long-term debt for each fiscal period matures as follows:

(in thousands)	Amount
Period
2012	$	20,460
2013		71,357
2014		142,306
2015		3,703
2016		1,402
Remaining years		261,618
	$	500,846

        Using a combination of discounted cash flow techniques that incorporate a market interest yield curve with adjustments for duration, optionality, risk profile and other available information as well as

F-20

New Enterprise Stone & Lime Co., Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

7. Long-Term Debt (Continued)

publicly available information on the Notes, the Company has determined the fair value of long term debt as of February 28 is as follows:

(in thousands)	2011		2010
Carrying value (including current maturities)	$	500,846	$	484,896
Fair value (including current maturities)		505,855		487,693

8. Income Taxes

        The components of the U.S. federal and state income tax expense as of February 28 consist of the following:

(in thousands)		2011			2010			2009
Current
U.S. Federal		$	(3,902	)	$	331		$	300
State			292			2,258			65
	Total current		(3,610	)		2,589			365
Deferred
U.S. Federal			(940	)		(261	)		(581	)
State			72			(1,936	)		1,276
	Total deferred		(868	)		(2,197	)		695
		$	(4,478	)	$	392		$	1,060

        The detail of the (benefit from) provision for income taxes and a reconciliation of the statutory to effective tax expense (benefit) for periods ending February 28 are as follows:

(in thousands)	2011			2010			2009
Federal statutory tax	$	(3,588	)	$	3,273		$	(10,205	)
State taxes, net of federal benefit		(2,719	)		(526	)		874
Depletion		(1,761	)		(2,230	)		(2,448	)
Tax contingencies		374			243			536
Goodwill impairment		—			—			13,700
Valuation allowance, net		3,883			—			—
Other		(667	)		(368	)		(1,397	)
	$	(4,478	)	$	392		$	1,060

        Deferred income taxes arise due to certain items being includable in the determination of taxable income in periods different than for financial reporting purposes. The tax effect of significant types of

F-21

New Enterprise Stone & Lime Co., Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

8. Income Taxes (Continued)

temporary differences and carryforwards that gave rise to the Company's deferred tax assets and liabilities as of February 28 are as follows:

(in thousands)		2011			2010
Deferred tax assets
Inventory		$	4,591		$	3,031
Defined benefit plans			985			1,107
Accrued expenses			5,506			5,591
Workers compensation			6,288			2,400
Bad debt reserve			913			652
Reclamation			2,384			1,982
Leases			4,174			4,099
Other			3,194			2,384
Tax loss carryforwards			13,134			11,629
	Total deferred tax assets		41,169			32,875
Deferred tax liabilities
Depreciable and amortizable assets			(131,971	)		(130,707	)
Leases			(981	)		(1,242	)
Other			(881	)		(901	)
	Total deferred tax liabilities		(133,833	)		(132,850	)
Less: Valuation allowance			(5,474	)		—
	Net deferred tax liabilities	$	(98,138	)	$	(99,975	)

        During the year ended February 28, 2011, the Company recorded a noncash charge to establish a valuation allowance of $5.5 million against certain deferred tax assets primarily related to state net operating losses. In assessing whether the deferred tax assets may be realized, management considers whether it is more likely than not that some or all of the deferred tax assets will not be realized based upon an assessment of both positive and negative evidence as prescribed by applicable accounting guidance, for example recent operating results and permanent differences for tax purposes. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.

        The Company has a U.S. federal net operating loss that begins to expire in 2028 of approximately $14.0 million and $20.7 million as of February 28, 2011 and 2010 respectively. The Company has state net operating losses that will begin to expire in 2022 of approximately $91.0 million and $70.1 million as of February 28, 2011 and 2010 respectively, of which $73.7 million and $63.8 million relates to Pennsylvania as of February 28, 2011 and 2010 respectively.

        In June 2006, new guidance was issued which clarified the accounting for uncertainty in income taxes recognized in an entity's financial statements. The Company adopted this guidance on March 1,

F-22

New Enterprise Stone & Lime Co., Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

8. Income Taxes (Continued)

2008. A reconciliation of the beginning and ending amount of gross unrecognized tax benefits for the years ended February 28 is as follows:

(in thousands)		2011		2010		2009
Beginning balance		$	1,035	$	771	$	235
	Gross increases—current period tax positions		1,344				—
	Gross decreases—prior period tax positions		—		264		536
	Settlements with taxing authorities/lapse of statute of limitations		—		—		—
Ending balance		$	2,379	$	1,035	$	771

        The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate were $1.6 million and $1.0 million as of February 28, 2011 and 2010, respectively. In January of 2011, the IRS's Tax Exempt and Government Entities Division initiated an exam of the Company's federal income tax returns specifically related to revenue bonds issued by the Company. It is reasonably possible that this examination may be resolved within the next twelve months and therefore reasonable possible that the Company's gross unrecognized tax benefits may change within the next twelve months by a range of $0 to $0.8 million.

        The Company recognizes interest and penalties related to unrecognized tax benefits as a component of tax expense. During the years ended February 28, 2011, 2010 and 2009 interest and penalties accrued were not material.

        Each year the Company files tax returns in the various national, state and local income taxing jurisdictions in which it operates. These tax returns are subject to examination and possible challenge by the taxing authorities. Positions challenged by the taxing authorities may be settled or appealed by the Company. The Company's number of open tax years varies by jurisdiction. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non U.S. income tax examinations by tax authorities for years before 2006.

9. Retirement and Benefit Programs

        Substantially all employees are covered by either a defined contribution plan, a defined benefit plan, a collectively bargained multi-employer plan, or a noncontributory profit sharing plan.

        The Company participates in several multi-employer pension plans, which provide defined benefits to certain employees covered by labor union contracts. Contributions to these plans amounted to approximately $1.9 million, $1.9 million and $1.6 million as of February 28, 2011, 2010, and 2009 respectively. These amounts were determined by the union contracts and the Company does not administer or control the funds. However, in the event of plan terminations or Company withdrawal from the plans, the Company may be liable for a portion of the plans' unfunded vested benefits, the amount of which, if any, has not been determined. The Company presently has no plans to withdraw from these plans.

        The Company also maintains, for certain salaried and hourly employees, an investment plan under which eligible employees can invest various percentages of their earnings, matched by an employer contribution of up to 6%. Additionally, the Company may make special voluntary contributions to all

F-23

New Enterprise Stone & Lime Co., Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

9. Retirement and Benefit Programs (Continued)

employees eligible to participate in the plan, regardless of whether they contributed during the year. The Company contributions were approximately $6.8 million, $7.5 million and $6.9million for the years ended February 28, 2011, 2010, and 2009, respectively.

        Additionally, the Company has unfunded supplemental retirement agreements with individuals previously associated with the Company which had actuarial present values of future payments of $0.3 million, $0.4 million and $0.5 million at February 28, 2011, 2010, and 2009, respectively, which are included in other liabilities on the balance sheet.

        The Company has two defined benefit pension plans covering certain union employees. The benefits are based on years of service. The funded status reported on the balance sheet as of February 28, 2011 was measured as the difference between the fair value of plan assets and the benefit obligation on a plan-by-plan basis. Actuarial gains and losses are generally amortized subject to the corridor, over the average remaining service life of the Company's active employees. Net periodic pension expense of $0.3 million, $0.4 million and $0.2 million were recognized at February 28, 2011, 2010, and 2009, respectively.

        The components of net pension expense for the years ended February 28 are as follows:

(in thousands)		2011			2010			2009
Net periodic benefit cost
Service cost		$	203		$	210		$	241
Interest cost			434			437			480
Expected return on plan assets			(559	)		(549	)		(668	)
Amortization of prior service cost			85			90			93
Recognized net actuarial loss			123			221			37
	Total pension expense		286			409			183
Other changes in plan assets and benefit obligations recognized in other comprehensive loss
Net (gain) loss			(87	)		(782	)		2,345
Amortization of prior service cost			(85	)		(90	)		(93	)
Amortization of net actuarial (gain) loss			(123	)		(221	)		(37	)
	Total recognized in accumulated other comprehensive (gain) loss		(295	)		(1,093	)		2,215
	Total recognized net periodic benefit cost and accumulated other comprehensive (gain) loss	$	(9	)	$	(684	)	$	2,398

F-24

New Enterprise Stone & Lime Co., Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

9. Retirement and Benefit Programs (Continued)

        The following table sets forth the Plans' benefit obligation, fair value of plan assets, and funded status as of February 28:

(in thousands)			2011			2010
Change in benefit obligation
Benefit obligation at beginning of year			$	7,818		$	7,128
	Service cost			203			210
	Interest cost			434			437
	Actuarial (gain) or loss			347			373
	Plan amendment			—			117
	Benefits paid			(565	)		(447	)
		Benefit obligation at end of year		8,237			7,818
Change in plan assets
Fair value of plan assets at beginning of year				7,103			5,518
	Actual return on plan assets			993			1,823
	Employer contributions			418			209
	Benefits paid			(565	)		(447	)
		Fair value of plan assets at end of year		7,949			7,103
		Funded status at end of year	$	(288	)	$	(715	)
Amounts recognized in the balance sheet consist of
	Noncurrent assets		$	733		$	504
	Noncurrent liabilities			(1,021	)		(1,219	)
		Net amount recognized	$	(288	)	$	(715	)

        The accumulated benefit obligation for the plans was $8.2 million and $7.8 million as of February 28, 2011 and 2010, respectively.

        The amounts in accumulated other comprehensive income that have not yet been recognized as a component of net period benefit cost as of February 28 are as follows:

(in thousands)	2011		2010		2009
Unrecognized net actuarial loss	$	2,103	$	2,313	$	3,434
Unrecognized prior service cost		285		370		343
	$	2,388	$	2,683	$	3,777

        The estimated amount that will be amortized from accumulated other comprehensive income into net periodic benefit cost related to unrecognized net actuarial loss and prior service cost next year is approximately $0.1 million.

F-25

New Enterprise Stone & Lime Co., Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

9. Retirement and Benefit Programs (Continued)

        Weighted average assumptions used to determine benefit obligations as of February 28 were as follows:

	2011			2010			2009
Discount rate		5.50	%		5.75	%		6.25	%
Expected return on plan assets		8.00	%		8.00	%		8.00	%

        Weighted average assumptions used to determine net periodic pension expense were as follows:

	2011			2010			2009
Discount rate		5.75	%		6.25	%		6.00	%
Expected return on plan assets		8.00	%		8.00	%		8.00	%

        The following table summarizes employer contributions and benefits paid:

(in thousands)	2011		2010		2009
Employer's contributions paid	$	418	$	209	$	360
Benefits paid (including expense)		565		447		431

        The Company's overall expected long-term rate of return on assets is 8.0%. The expected long-term rate of return is based on the portfolio as a whole and not on the sum of the returns on individual asset categories. The return is based exclusively on historical returns, without adjustments.

        The asset allocations of the Company's pension plans as of February 28 were as follows:

	2011						2010
Asset class	Target			Actual			Target			Actual
Equity securities		50	%		56	%		40	%		47	%
Debt securities		50	%		44	%		60	%		53	%
		100	%		100	%		100	%		100	%

        The plans' investments measured at fair value on a recurring basis as of February 28 were as follows:

	Fair Value Measurement Using
(in thousands)	2011		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Money market funds	$	273	$	273	$	—	$	—
Fixed income mutual funds		3,531		3,531		—		—
Equity mutual funds		2,342		2,342		—		—
International equity funds		1,183		1,183		—		—
Balanced mutual funds		620		620		—		—
	$	7,949	$	7,949	$	—	$	—

F-26

New Enterprise Stone & Lime Co., Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

9. Retirement and Benefit Programs (Continued)

	Fair Value Measurement Using
(in thousands)	2010		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Money market funds	$	177	$	177	$	—	$	—
Fixed income mutual funds		3,350		3,350		—		—
Equity mutual funds		2,361		2,361		—		—
International equity funds		972		972		—		—
Balanced mutual funds		243		243		—		—
	$	7,103	$	7,103	$	—	$	—

        The Company's investment policy includes various guidelines and procedures designed to ensure assets are invested in a manner necessary to meet expected future benefits by participants. The investment guidelines consider a broad range of economic conditions. Central to the policy are target allocation ranges. The investment policy is periodically reviewed by the Company. The policy is established and administered in a manner so as to comply at all times with applicable government regulations.

        The Company expects to make contributions of $0.3 million to the plans during the next fiscal year.

        Estimated future benefit payments for the defined benefit plans are as follows:

(in thousands)
Plan year ending February 28
2012	$	498
2013		503
2014		527
2015		544
2016		556
2017-2020		2,827

        The Company also maintains postretirement life insurance and medical benefits plans for certain employees eligible to participate in the plans after meeting certain age and years of service requirements. The actuarial present value of future life insurance premium and medical benefit payments under these plans was $0.2 million at February 28, 2011 and, 2010, respectively and $0.1 million at February 28, 2009.

        Beginning in the year ended February 28, 2001, the Company offered a nonqualified benefit plan to a select group of management employees. The plan has four levels of participants and benefits vary depending on classification. The plan consists of a defined Company contribution, elective deferrals and pre-retirement split-dollar life insurance. The defined Company contribution consists of a predetermined percentage of salary up to 12.5% and a target percentage of bonus, when declared, up to 25%. Elective deferrals cannot exceed 50% of salary and 90% of bonus. The Company contributions begin vesting upon attainment of two years of service at 40%, and 20% per year thereafter. Elective

F-27

New Enterprise Stone & Lime Co., Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

9. Retirement and Benefit Programs (Continued)

deferrals are always 100% vested. The contributions are funded on a regular basis. Company contributions continue to be an asset of the Company with a corresponding unsecured general obligation of the Company. The asset is recorded as part of other assets and the corresponding obligation is recorded under other liabilities. As of February 28, 2011, 2010, and 2009 the value of the contributions was $3.8 million, $2.9 million and $1.6 million, respectively, and the obligation was $3.4 million, $2.7 million, and 1.4 million, respectively.

10. Leases

        The Company has various noncancelable operating leases with initial or remaining terms in excess of one year. In addition, certain leases contain early purchase options that if exercised would reduce the minimum payments. The future minimum payments under these operating leases at February 28 are payable as follows:

(in thousands)		Operating Leases
Period
2012		$	3,002
2013			2,725
2014			2,450
2015			2,108
2016			537
Thereafter			1,081
	Total	$	11,903

        Total operating lease expenses were $9.3 million, $9.9 million and $8.1 million as of February 28, 2011, 2010, and 2009 respectively.

        In conjunction with the Company's 12.6% membership interest in Means to Go, LLC, the Company entered into an aircraft lease agreement which expires on December 31, 2011 and is renewed from time to time. The Company is obligated to make lease payments of $0.2 million annually during this period to cover projected fixed charges of operating the aircraft, which is included in the above operating lease commitments. Additionally, the Company is billed an hourly charge for use of the aircraft which is based on the variable costs of operating such aircraft. The Company has provided a letter of credit in the amount of $1.7 million in relation to its obligation as a member of Means to Go, LLC.

11. Supplemental Disclosures of Cash Flow Information

(in thousands)		2011		2010		2009
Supplemental disclosures of cash flow information
	Capital lease and other noncash obligations incurred	$	11,038	$	2,010	$	6,031
	Cash paid, net of amounts capitalized, during the year for Interest		21,535		24,239		41,738
	Cash paid for taxes		782		2,209		165

F-28

New Enterprise Stone & Lime Co., Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

12. Asset Retirement Obligations

        The Company has asset retirement obligations arising from regulatory requirements to perform certain reclamation activities upon the closure of quarries. The liability is initially measured at estimated fair value and is subsequently adjusted for accretion expenses and changes in the amount or timing of the estimated cash flows. These asset retirement obligations relate to all underlying land parcels, including both owned properties and mineral leases. The corresponding asset retirement costs are capitalized as part of the carrying amount of the related long-lived asset and depreciated over the asset's useful life. The Company recognized depreciation expense related to its asset retirement obligations totaling $0.1 million for the years ended February 28, 2011, 2010, and 2009. The Company recognized accretion expense related to its asset retirement obligations totaling $ 0.4 million, $0.2 million, and $0.4 million for the years ended February 28, 2011, 2010, and 2009, respectively. These costs are reported in depreciation and cost of products sold, respectively.

        The following shows the changes in the asset retirement obligations for the years ended February 28:

(in thousands)	2011			2010			2009
Balance at March 1	$	4,748		$	4,745		$	8,632
Accretion expense		416			243			364
Liabilities incurred		—			32			—
Change in estimated obligations		—			708			(2,380	)
Liabilities settled		(13	)		(980	)		(1,871	)
	$	5,151		$	4,748		$	4,745

13. Put Rights

        The stockholders have put rights on all outstanding common stock which may require the Company to purchase, at any time, all or some of a stockholder's common stock. The common stock is classified as mezzanine or temporary equity at February 28, 2011 and 2010, respectively, since the shares were redeemable at the option of the holder and had conditions for redemption which are not solely within the control of the Company. The redemption price is determined based upon the terms and conditions of the underlying stockholders agreement and is based upon either a formulaic calculation, in the event of a put of less than 100% of an individual stockholders shares or a appraisal, in the event of a put of all of an individual stockholder's shares. The value of the common stock is adjusted to its maximum redemption value each reporting date through retained earnings.

        If the Company is unable to purchase the common stock by reason of a legal or contractual impediment, then a stockholder, subject to the terms and restrictions set forth in the Stock Restriction Agreement, may sell common stock to other purchasers. The Company is restricted from purchasing any of its common stock due to contractual impediments contained in certain financing arrangements as of February 28, 2011 and 2010, respectively.

14. Commitments and Contingencies

        In the normal course of business, the Company has commitments, lawsuits, claims, and contingent liabilities. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company's consolidated financial position, or liquidity.

F-29

New Enterprise Stone & Lime Co., Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

14. Commitments and Contingencies (Continued)

        The Company maintains a self-insurance program for workers' compensation (PA employees) coverage, which is administered by a third party management company. The Company's self-insurance retention is limited to $1.0 million per occurrence with the excess covered by workers' compensation excess liability insurance. The Company is required to maintain a $7.0 million surety bond with the Commonwealth of Pennsylvania. Self-insurance costs are accrued based upon the aggregate of the liability for reported claims and an estimated liability for claims incurred but not reported. The Company also maintains three self-insurance programs for health coverage with losses limited to $0.3 million per employee. Additionally, the Company is required to provide a letter of credit in the amount of $0.9 million to guarantee payment of the deductible portion of its liability coverages existing prior to January 1, 2008.

        The Company also maintains a captive insurance company, Rock Solid Insurance Company, for workers compensation (Non PA employees), general liability, auto, and property coverage. Rock Solid is required to provide a letter of credit in the amount of $7.2 million to guarantee payment of the deductible portion its liability coverages. Reserves for retained losses within this captive, which are recorded in accrued liabilities in the accompanying consolidated balance sheet, were approximately $7.4 million and $5.9 million as of February 28, 2011 and February 28, 2010, respectively. Exposures for periods prior to the inception of the captive are covered by pre-existing insurance policies.

15. Goodwill and Other Intangible Assets

Goodwill

        There were no changes to the carrying value of goodwill for the year ended February 28, 2011. Impairment testing is performed during the fourth quarter of the fiscal year and there were no impairments recognized during the year ended February 28, 2011 (see footnote 1). For segment reporting purposes goodwill of $85.0 million and $5.8 million is reported as part of the Construction Materials segment and the Traffic Safety Services and Equipment segment respectively. During 2009, the Company recognized a goodwill impairment of $39.1 million in the Construction Materials segment.

Other Intangible Assets

        The Company had the following intangible assets as of February 28:

			2011
(in thousands)			Gross Asset		Accumulated Amortization			Net Book Value
Amortizable intangible assets
	Customer relationships		$	12,000	$	(1,800	)	$	10,200
	Technology			600		(120	)		480
				12,600		(1,920	)		10,680
Nonamortizable intangible assets
	Trademarks			17,404		—			17,404
		Total other intangible assets	$	30,004	$	(1,920	)	$	28,084

F-30

New Enterprise Stone & Lime Co., Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

15. Goodwill and Other Intangible Assets (Continued)

			2010
(in thousands)			Gross Asset		Accumulated Amortization			Net Book Value
Amortizable intangible assets
	Customer relationships		$	12,000	$	(1,200	)	$	10,800
	Technology			600		(80	)		520
				12,600		(1,280	)		11,320
Nonamortizable intangible assets
	Trademarks			17,404		—			17,404
		Total other intangible assets	$	30,004	$	(1,280	)	$	28,724

        During 2009, the Company recognized an impairment loss on trademarks of $5.7 million which reduced the carrying value to $17.4 million. During 2010 and 2011 there were no impairments.

        The aggregate amortization expense related to amortizable intangible assets was $0.6 million for the years ended February 28, 2011, 2010, and 2009.

        Annual amortization expense on amortizable intangible assets is expected to be approximately $0.6 million for each of the next five years.

16. Business Segments

        The Company reports information about its operating segments using the "management approach," which is based on the way management organizes and reports the segments within the organization for making operating decisions and assessing performance. The Company has three reportable segments and has identified the segments based upon the nature of services and product offerings. The Company's three reportable segments are; (i) construction materials; (ii) heavy/highway construction; and (iii) traffic safety services and equipment. A description of the services and product offerings within each of the Company's segments is provided below.

        The construction materials segment mines and produces aggregates (crushed stone and construction sand and gravel), hot mix asphalt, ready-mixed concrete and other concrete products including precast/prestressed structural concrete components and masonry blocks for sale to third parties and internal use. During 2011, the construction materials segment served markets primarily in the Commonwealth of Pennsylvania and western New York. The high weight-to-value ratio of aggregates and concrete products and the time in which ready-mixed concrete and hot mix asphalt begin to set, limit the efficient distribution range for these products to roughly a one-hour haul time. Accordingly, the Company's markets for these products are generally local in nature.

        The heavy/highway construction segment includes heavy and highway construction, blacktop paving and other site preparation services. The Company's heavy/highway construction segment is primarily supplied with its construction materials, such as hot mix asphalt, ready-mixed concrete and aggregates from the Company's construction materials segment. During 2011, the heavy/highway construction segment served markets primarily in the Commonwealth of Pennsylvania.

        The traffic safety services and equipment segment rents and sells general and specialty traffic control and work zone safety equipment and safety services to industrial and construction end-users. Traffic safety services and equipment business sells equipment through its national sales network and provides traffic maintenance and protection services primarily throughout the eastern United States.

F-31

New Enterprise Stone & Lime Co., Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

16. Business Segments (Continued)

        The Company reviews earnings of the segments principally at the operating profit level and accounts for intersegment sales at prices that range from negotiated rates to those that approximate fair market value. Segment operating profit consists of net sales and other revenues less operating costs and expenses. Corporate and unallocated costs include those administrative and financial costs which are not allocated to segment operations and are excluded from segment operating profit. These costs include corporate administrative functions, unallocated corporate functions, and divisional administrative functions. Segment assets are those assets that are used in each segment's operations and include only assets directly identified with those operations. Corporate and unallocated assets include principally cash and cash equivalents, prepaid and other assets, deferred income taxes and cash value of life insurance. The accounting policies of the segments are the same as those described in the Summary of Significant Account Policies (see Note 1, Summary of Significant Accounting Policies). The following is a summary of certain financial data for the Company's business segments:

(in thousands)			2011			2010			2009
Net sales and other revenues
Construction materials			$	512,743		$	499,186		$	559,174
Heavy/highway construction				337,620			349,856			338,885
Traffic safety services and equipment				78,181			81,102			83,085
Other revenues				15,220			12,719			11,459
		Segment totals		943,764			942,863			992,603
Inter-segment eliminations				(217,765	)		(205,745	)		(206,828	)
		Total net sales and other revenues	$	725,999		$	737,118		$	785,775
Operating profit
Construction materials			$	36,108		$	43,354		$	31,351
Heavy/highway construction				6,454			3,845			16,496
Traffic safety services and equipment				3,377			3,670			3,858
Corporate and unallocated				(14,922	)		(12,574	)		(41,345	)
		Total operating profit	$	31,017		$	38,295		$	10,360
Product and services net sales and other revenues
Construction materials
	Aggregates		$	192,702		$	178,269		$	203,240
	Hot mix asphalt			196,209			189,562			204,842
	Ready mixed concrete			63,459			59,074			63,824
	Precast/prestressed structural concrete			27,353			40,171			44,548
	Masonry products			17,880			17,504			23,986
	Construction supply centers			15,140			14,606			18,734
Heavy/highway construction				337,620			349,856			338,885
Traffic safety services and equipment				78,181			81,102			83,085
Other revenues				15,220			12,719			11,459
Inter-product sales eliminations				(217,765	)		(205,745	)		(206,828	)
		Total net sales and other revenues	$	725,999		$	737,118		$	785,775
Product and services operating profit
Construction materials
	Aggregates		$	19,443		$	20,282		$	22,166
	Hot mix asphalt			18,508			21,711			7,995
	Ready mixed concrete			2,595			2,474			1,819
	Precast/prestressed structural concrete			(3,187	)		267			143
	Masonry products			(1,528	)		(992	)		(1,080	)
	Construction supply centers			277			(388	)		308
Heavy/highway construction				6,454			3,845			16,496
Traffic safety services and equipment				3,377			3,670			3,858
Corporate and unallocated				(14,922	)		(12,574	)		(41,345	)
		Total net sales and other revenues	$	31,017		$	38,295		$	10,360

F-32

New Enterprise Stone & Lime Co., Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

16. Business Segments (Continued)

(in thousands)		2011		2010		2009
Segment assets
Construction materials		$	549,554	$	544,927	$	558,219
Heavy/highway construction			62,271		59,116		57,506
Traffic safety services and equipment			74,431		74,241		74,426
Corporate and unallocated			81,822		71,950		74,360
	Total assets	$	768,078	$	750,234	$	764,511
Depreciation, Depletion, and Amortization
Construction materials		$	28,301	$	26,601	$	25,775
Heavy/highway construction			8,808		8,558		8,810
Traffic safety services and equipment			7,384		6,542		5,821
Corporate and unallocated			1,424		2,041		1,873
	Total depreciation, depletion, and amortization	$	45,917	$	43,742	$	42,279
Capital Expenditures
Construction materials		$	21,650	$	12,274	$	22,649
Heavy/highway construction			8,380		7,719		8,652
Traffic safety services and equipment			7,557		4,657		5,515
Corporate and unallocated			1,765		474		588
	Total capital expenditures	$	39,352	$	25,124	$	37,404

        In 2011, 2010, and 2009, sales to two customers represented more than 10% of net revenues. Sales to these customers were $218.3 million, $257.4 million, and $224.6 million for years ended February 28, 2011, 2010, and 2009 respectively.

17. Condensed Issuer, Guarantor and Non Guarantor Financial Information

        On August 18, 2010, New Enterprise Stone & Lime Co., Inc. (the parent Company) issued $250 million aggregate principal amount of its 11.00% Senior Notes due 2018. All existing consolidated subsidiaries of the parent Company are 100% owned and provide a joint and several, full and unconditional guarantee of the securities. These entities include Gateway Trade Center Inc., EII Transport Inc., Protections Services Inc., Work Area Protection Corp., SCI Products Inc., ASTI Transportation Systems, Inc., and Precision Solar Controls Inc. ("Guarantor Subsidiaries"). There are no significant restrictions on the parent Company's ability to obtain funds from any of the guarantor subsidiaries in the form of a dividend or loan. Additionally, there are no significant restrictions on a guarantor subsidiary's ability to obtain funds from the parent Company or its direct or indirect subsidiaries. Certain other wholly owned subsidiaries and consolidated partially owned partnerships do not guarantee the notes. These entities include Rock Solid Insurance Company, South Woodbury, L.P., NESL, II LLC, Kettle Creek Partners L.P., Kettle Creek Partners GP, LLC (Non Guarantors).

F-33

New Enterprise Stone & Lime Co., Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

17. Condensed Issuer, Guarantor and Non Guarantor Financial Information (Continued)

        The following condensed consolidating balance sheets, statements of operations and statements of cash flows are provided for the parent Company, all guarantor subsidiaries, and nonguarantor subsidiaries. The information has been presented as if the parent Company accounted for its ownership of the guarantor subsidiaries using the equity method of accounting.

Condensed Consolidating Balance Sheet at February 28, 2011

(in thousands)			New Enterprise Stone & Lime Co., Inc.			Guarantor Subsidiaries		Non Guarantors		Eliminations			Total
Assets
Current assets
	Cash and cash equivalents		$	5,058		$	1,472	$	13,499	$	—		$	20,029
	Restricted cash			1,777			110		—		—			1,887
	Accounts receivable (less allowance for doubtful accounts)			54,334			13,024		14		—			67,372
	Inventories			113,182			16,240		—		—			129,422
	Net investment in lease			—			—		582		(582	)		—
	Deferred income taxes			12,798			985		—		—			13,783
	Other current assets			6,969			442		2,530		—			9,941
		Total current assets		194,118			32,273		16,625		(582	)		242,434
Other assets
	Property, plant and equipment, net			353,118			29,825		9,434		(9,412	)		382,965
	Goodwill			85,002			5,845		—		—			90,847
	Other intangible assets, net of amortization			11,030			17,054		—		—			28,084
	Investment in subsidiaries			92,327			—		—		(92,327	)		—
	Intercompany receivables			—			12,002		—		(12,002	)		—
	Other assets			23,748			—		—		—			23,748
		Total assets	$	759,343		$	96,999	$	26,059	$	(114,323	)	$	768,078
Liabilities and Deficit
Current liabilities
	Current maturities of long-term debt		$	20,599		$	—	$	443	$	(582	)	$	20,460
	Accounts payable—trade			13,226			2,066		862		—			16,154
	Accrued expenses			41,104			3,025		8,017		—			52,146
		Total current liabilities		74,929			5,091		9,322		(582	)		88,760
Long-term debt and other liabilities
	Intercompany payables			12,002			—		—		(12,002	)		—
	Long-term debt, less current maturities			470,974			—		9,412		—			480,386
	Obligations under capital leases, less current installments			9,412			—		—		(9,412	)		—
	Deferred income taxes			105,015			6,906		—		—			111,921
	Other			9,840			—		—		—			9,840
		Total liabilities		682,172			11,997		18,734		(21,996	)		690,907
Redeemable common stock				130,241			—		—		—			130,241
Deficit
New Enterprise Stone & Lime Co., Inc. deficit
	Retained deficit			(53,535	)		85,002		7,325		(92,327	)		(53,535	)
	Accumulated other comprehensive loss			(1,403	)		—		—		—			(1,403	)
	Total New Enterprise Stone & Lime Co., Inc. deficit			(54,938	)		85,002		7,325		(92,327	)		(54,938	)
	Noncontrolling interest			1,868			—		—		—			1,868
	Total deficit			(53,070	)		85,002		7,325		(92,327	)		(53,070	)
		Total liabilities and deficit	$	759,343		$	96,999	$	26,059	$	(114,323	)	$	768,078

F-34

New Enterprise Stone & Lime Co., Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

17. Condensed Issuer, Guarantor and Non Guarantor Financial Information (Continued)

Condensed Consolidating Balance Sheet at February 28, 2010

(in thousands)			New Enterprise Stone & Lime Co., Inc.			Guarantor Subsidiaries		Non Guarantors		Eliminations			Total
Assets
Current assets
	Cash and cash equivalents		$	537		$	675	$	9,561	$	—		$	10,773
	Restricted cash			1,699			101		—		—			1,800
	Accounts receivable (less allowance for doubtful accounts)			48,212			11,788		87		—			60,087
	Inventories			110,308			16,906		—		—			127,214
	Net investment in lease			—			—		555		(555	)		—
	Deferred income taxes			10,150			2,656		—		—			12,806
	Other current assets			6,167			1,209		2,868		—			10,244
		Total current assets		177,073			33,335		13,071		(555	)		222,924
Other assets
	Property, plant and equipment, net			359,547			29,993		10,402		(9,412	)		390,530
	Goodwill			85,002			5,845		—		—			90,847
	Other intangible assets, net of amortization			11,030			17,694		—		—			28,724
	Investment in subsidiaries			85,596			—		—		(85,596	)		—
	Intercompany receivables			—			9,039		—		(9,039	)		—
	Other assets			17,209			—		—		—			17,209
		Total assets	$	735,457		$	95,906	$	23,473	$	(104,602	)	$	750,234
Liabilities and Deficit
Current liabilities
	Current maturities of long-term debt		$	20,696		$	—	$	416	$	(555	)	$	20,557
	Accounts payable—trade			10,299			2,743		388		—			13,430
	Accrued expenses			34,857			4,237		6,544		—			45,638
		Total current liabilities		65,852			6,980		7,348		(555	)		79,625
Long-term debt and other liabilities
	Intercompany payables			9,039			—		—		(9,039	)		—
	Long-term debt, less current maturities			454,145			—		10,194		—			464,339
	Obligations under capital leases, less current installments			9,412			—		—		(9,412	)		—
	Deferred income taxes			103,520			9,261		—		—			112,781
	Other			9,043			—		—		—			9,043
		Total liabilities		651,011			16,241		17,542		(19,006	)		665,788
Redeemable common stock				183,318			—		—		—			183,318
Deficit
New Enterprise Stone & Lime Co., Inc. deficit
	Retained deficit			(99,644	)		79,665		5,931		(85,596	)		(99,644	)
	Accumulated other comprehensive loss			(1,576	)		—		—		—			(1,576	)
	Total New Enterprise Stone & Lime Co., Inc. deficit			(101,220	)		79,665		5,931		(85,596	)		(101,220	)
	Noncontrolling interest			2,348			—		—		—			2,348
	Total deficit			(98,872	)		79,665		5,931		(85,596	)		(98,872	)
		Total liabilities and deficit	$	735,457		$	95,906	$	23,473	$	(104,602	)	$	750,234

F-35

New Enterprise Stone & Lime Co., Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

17. Condensed Issuer, Guarantor and Non Guarantor Financial Information (Continued)

Condensed Consolidating Income Statement for the year ending February 28, 2011

(in thousands)		New Enterprise Stone & Lime Co., Inc.			Guarantor Subsidiaries			Non Guarantors			Eliminations			Total
Net sales and other revenues		$	648,164		$	82,742		$	6,971		$	(11,878	)	$	725,999
Cost of revenue			527,319			61,167			2,417			(12,292	)		578,611
Depreciation, depletion, and amortization			38,111			7,806						—			45,917
Pension and profit sharing			8,691			216			—			—			8,907
Selling, administrative, and general expenses			51,579			9,628			340			—			61,547
	Operating costs and expenses		625,700			78,817			2,757			(12,292	)		694,982
	Operating profit		22,464			3,925			4,214			414			31,017
Interest income			317			(15	)		16			—			318
Interest expense			(41,277	)		—			(790	)		481			(41,586	)
	Income (loss) before income taxes		(18,496	)		3,910			3,440			895			(10,251	)
Income tax expense (benefit)			(3,049	)		(1,429	)		—			—			(4,478	)
Equity in earnings of subsidiaries			8,779			—			—			(8,779	)		—
	Net income (loss)		(6,668	)		5,339			3,440			(7,884	)		(5,773	)
Noncontrolling interest in net income			—			—			—			(1,195	)		(1,195	)
	Net income (loss) attributable to stockholders	$	(6,668	)	$	5,339		$	3,440		$	(9,079	)	$	(6,968	)

Condensed Consolidating Income Statement for the year ending February 28, 2010

(in thousands)		New Enterprise Stone & Lime Co., Inc.			Guarantor Subsidiaries			Non Guarantors			Eliminations			Total
Net sales and other revenues		$	660,589		$	79,324		$	7,477		$	(10,272	)	$	737,118
Cost of revenue			530,330			56,347			3,701			(9,766	)		580,612
Depreciation, depletion, and amortization			36,876			6,866			—			—			43,742
Pension and profit sharing			9,493			197			—			—			9,690
Selling, administrative, and general expenses			53,086			11,287			406			—			64,779
	Operating costs and expenses		629,785			74,697			4,107			(9,766	)		698,823
	Operating profit		30,804			4,627			3,370			(506	)		38,295
Interest income			487			101			5			—			593
Interest expense			(29,332	)		(6	)		(704	)		506			(29,536	)
	Income before income taxes		1,959			4,722			2,671			—			9,352
Income tax expense (benefit)			(5,103	)		(935	)		(436	)		6,866			392
	Equity in earnings of subsidiaries		8,764			—			—			(8,764	)		—
	Net income		15,826			5,657			3,107			(15,630	)		8,960
Noncontrolling interest in net income			—			—			—			(1,165	)		(1,165	)
	Net income attributable to stockholders	$	15,826		$	5,657		$	3,107		$	(16,795	)	$	7,795

F-36

New Enterprise Stone & Lime Co., Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

17. Condensed Issuer, Guarantor and Non Guarantor Financial Information (Continued)

Condensed Consolidating Income Statement for the year ending February 28, 2009

(in thousands)		New Enterprise Stone & Lime Co., Inc.			Guarantor Subsidiaries		Non Guarantors			Eliminations			Total
Net sales and other revenues		$	706,027		$	83,023	$	6,617		$	(9,892	)	$	785,775
Cost of revenue			569,235			58,590		3,238			(10,918	)		620,145
Depreciation, depletion, and amortization			35,808			6,471		—			—			42,279
Intangible asset impairment			44,873			—		—			—			44,873
Pension and profit sharing			8,547			348		—			—			8,895
Selling, administrative, and general expenses			46,349			12,646		228			—			59,223
	Operating costs and expenses		704,812			78,055		3,466			(10,918	)		775,415
	Operating profit		1,215			4,968		3,151			1,026			10,360
Interest income			645			22		—			—			667
Interest expense			(40,185	)		—		(680	)		680			(40,185	)
	Income (loss) before income taxes		(38,325	)		4,990		2,471			1,706			(29,158	)
Income tax expense (benefit)			10,951			4,511		436			(14,838	)		1,060
Equity in earnings of subsidiaries			2,514			—		—			(2,514	)		—
	Net income (loss)		(46,762	)		479		2,035			14,030			(30,218	)
Noncontrolling interest in net income			—			—		—			(1,214	)		(1,214	)
	Net income (loss) attributable to stockholders	$	(46,762	)	$	479	$	2,035		$	12,816		$	(31,432	)

F-37

New Enterprise Stone & Lime Co., Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

17. Condensed Issuer, Guarantor and Non Guarantor Financial Information (Continued)

Condensed Consolidating Cash Flow for the year ending February 28, 2011

(in thousands)		New Enterprise Stone & Lime Co., Inc.			Guarantor Subsidiaries			Non Guarantors			Eliminations		Total
Cash flows from operating activities		$	34,057		$	7,111		$	6,335		$	—	$	47,503
Cash flows from investing activities
Capital expenditures			(24,399	)		(7,378	)		—			—		(31,777	)
Proceeds from sale of property, plant and equipment			1,167			1,073			—			—		2,240
Change in cash value of life insurance			(962	)		—			—			—		(962	)
Other investing activities			(1,041	)		(9	)		—			—		(1,050	)
	Net cash used in investing activities		(25,235	)		(6,314	)		—			—		(31,549	)
Cash flows from financing activities
Proceeds from revolving credit			100,164			—			—			—		100,164
Repayment of revolving credit			(121,065	)		—			—			—		(121,065	)
Repayment of long-term debt			(218,424	)		—			(756	)		—		(219,180	)
Payments on capital leases			(5,009	)		—			—			—		(5,009	)
Proceeds from issuance of long-term debt			250,000			—			—			—		250,000
Debt issuance costs			(9,967	)		—			—			—		(9,967	)
Distribution to noncontrolling interest			—			—			(1,641	)		—		(1,641	)
	Net cash used in financing activities		(4,301	)		—			(2,397	)		—		(6,698	)
	Net increase in cash and cash equivalents		4,521			797			3,938			—		9,256
Cash and cash equivalents
Beginning of year			537			675			9,561			—		10,773
End of year		$	5,058		$	1,472		$	13,499		$	—	$	20,029

F-38

New Enterprise Stone & Lime Co., Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

17. Condensed Issuer, Guarantor and Non Guarantor Financial Information (Continued)

Condensed Consolidating Cash Flow for the year ending February 28, 2010

(in thousands)		New Enterprise Stone & Lime Co., Inc.			Guarantor Subsidiaries			Non Guarantors			Eliminations		Total
Cash flows from operating activities		$	48,415		$	3,365		$	6,298		$	—	$	58,078
Cash flows from investing activities
Capital expenditures			(19,565	)		(4,766	)		—			—		(24,331	)
Proceeds from sale of property, plant and equipment			812			521			—			—		1,333
Change in cash value of life insurance			(1,308	)		—			—			—		(1,308	)
Other investing activities			(93	)		—			25			—		(68	)
	Net cash (used in) provided by investing activities		(20,154	)		(4,245	)		25			—		(24,374	)
Cash flows from financing activities
Proceeds from revolving credit			101,500			—			—			—		101,500
Repayment of revolving credit			(90,415	)		—			—			—		(90,415	)
Repayment of long-term debt			(51,875	)		—			(413	)		—		(52,288	)
Payments on capital leases			(4,907	)		—			—			—		(4,907	)
Proceeds from issuance of long-term debt			9,107			—			—			—		9,107
Debt issuance costs			(1,246	)		—			—			—		(1,246	)
Distribution to noncontrolling interest			—			—			(1,189	)		—		(1,189	)
	Net cash used in financing activities		(37,836	)		—			(1,602	)		—		(39,438	)
	Net increase (decrease) in cash and cash equivalents		(9,575	)		(880	)		4,721			—		(5,734	)
Cash and cash equivalents
Beginning of year			10,112			1,555			4,840			—		16,507
End of year		$	537		$	675		$	9,561		$	—	$	10,773

F-39

New Enterprise Stone & Lime Co., Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

17. Condensed Issuer, Guarantor and Non Guarantor Financial Information (Continued)

Condensed Consolidating Cash Flow for the year ending February 28, 2009

(in thousands)		New Enterprise Stone & Lime Co., Inc.			Guarantor Subsidiaries			Non Guarantors			Eliminations		Total
Cash flows from operating activities		$	11,240		$	7,320		$	5,368		$	—	$	23,928
Cash flows from investing activities
Capital expenditures			(22,649	)		(5,614	)		—			—		(28,263	)
Proceeds from sale of property, plant and equipment			1,206			1,221			—			—		2,427
Change in cash value of life insurance			474			—			—			—		474
Other investing activities			(682	)		(101	)		—			—		(783	)
	Net cash used in investing activities		(21,651	)		(4,494	)		—			—		(26,145	)
Cash flows from financing activities
Proceeds from revolving credit			89,500			—			—			—		89,500
Repayment of revolving credit			(57,000	)		—			—			—		(57,000	)
Repayment of long-term debt			(13,942	)		—			27			—		(13,915	)
Payments on capital leases			(4,653	)		—			(352	)		—		(5,005	)
Proceeds from issuance of long-term debt			—			—			—			—		—
Debt issuance costs			—			—			—			—		—
Distribution to noncontrolling interest			—			—			(639	)		—		(639	)
Stockholder tax distributions			(602	)		—			—			—		(602	)
	Net cash provided by (used in) financing activities		13,303			—			(964	)		—		12,339
	Net increase in cash and cash equivalents		2,892			2,826			4,404			—		10,122
Cash and cash equivalents
Beginning of year			4,778			1,171			436			—		6,385
End of year		$	7,670			3,997		$	4,840		$	—	$	16,507

18. Unaudited Quarterly Financial Data

        The following is a summary of selected quarterly financial information (unaudited) for each of the two year periods ending February 28:

	2011
	Quarters Ended
(in thousands)	May 31			Aug 31		Nov 30*			Feb 28*
Net sales and other revenues	$	166,222		$	263,943	$	233,151		$	62,683
Operating profit		(659	)		42,295		26,086			(36,705	)
Net income (loss)		(5,373	)		26,738		(11,632	)		(15,506	)
Net income (loss) attributable to stockholders		(5,672	)		26,440		(11,931	)		(15,805	)

F-40

New Enterprise Stone & Lime Co., Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

18. Unaudited Quarterly Financial Data (Continued)

	2010
	Quarters Ended
(in thousands)	May 31			Aug 31		Nov 30		Feb 28
Net sales and other revenues	$	162,865		$	276,742	$	230,323	$	67,188
Operating profit		3,098			47,383		30,487		(42,673	)
Net income (loss)		(3,758	)		31,954		18,473		(37,709	)
Net income (loss) attributable to stockholders		(4,027	)		31,656		17,966		(37,800	)

*

The primary difference in the net loss reported during the quarter ended February 28, 2011 compared to the quarter ended February 28, 2010 is primarily related to differences in the effective tax rate of the Company for each of the fiscal years and the associated impact on the quarterly results of the applicable effective tax rate in effect.

19. Subsequent Events

        On May 18, 2011, the Company entered into the ninth amendment to its second amended and restated credit agreement. The modifications under these amendments related to certain covenant levels in future periods. This amendment also imposes a $25.0 million annual limit on capital expenditures.

        The Company's management has evaluated all activity of the Company through May 31, 2011 and concluded that subsequent events are properly reflected in the Company's consolidated financial statements and notes as required by standards for accounting disclosure of subsequent events.

20. Other

        The Company originally issued its financial statements as a private company on May 31, 2011. Subsequently, in conjunction with the preparation of the Company's financial statements in compliance with public company reporting requirements (see Note 1), the Company reissued its financial statements on August 29, 2011.

        On July 18, 2011 the Company entered into the tenth amendment to its second amended and restated credit agreement. The amendment increased the amount of allowable unsecured borrowings from $8.0 million to $20.0 million.

        On August 22, 2011, the stockholders of the Company amended the stock restriction agreement which, among other things, required the Company to purchase, at any time, all or some of a stockholder's common stock at the option of the individual stockholders. The amendment eliminated the stockholder's right to require the Company to purchase the common stock on a prospective basis.

        On August 26, 2011, the Company entered into the eleventh amendment to its second amended and restated credit agreement. The eleventh amendment allows for additional secured borrowings under a new secured credit facility of up to $20.0 million, increased the leverage covenant from 5.60 to 1.00 to 5.90 to 1.00 through maturity, increased the amount of annual capital expenditures from $25.0 million to $30.0 million and increased the aggregate principal amount of outstanding revolving credit borrowings allowable during the clean down period from $75.0 million to $85.0 million. On the same date, the Company entered into a new $20.0 million credit facility which matures on March 1, 2012, and bears an interest rate of LIBOR plus a 5.0% margin. Additionally, in conjunction with the $20.0 million borrowing, certain properties not previously encumbered were used as collateral.

        The Company's management has evaluated all activity of the Company through August 29, 2011 and concluded that subsequent events are properly reflected in the Company's consolidated financial statements and notes as required by standards for accounting disclosure of subsequent events.

F-41

New Enterprise Stone & Lime Co., Inc. and Subsidiaries
Condensed Consolidated Financial Statements (unaudited)
as of and for the periods ended May 31, 2011 and 2010

F-42

New Enterprise Stone & Lime Co., Inc. and Subsidiaries

Condensed Consolidated Balance Sheets (unaudited)

In thousands, except share and per share data			May 31, 2011			February 28, 2011
Assets
Current assets
	Cash and cash equivalents		$	11,651		$	20,029
	Restricted cash			10,247			1,887
	Accounts receivable (less allowance for doubtful accounts of $3,066 in May 2011 and $2,430 in February 2011)			124,248			67,372
	Inventories			133,113			129,422
	Deferred income taxes			21,482			13,783
	Other current assets			11,265			9,941
		Total current assets		312,006			242,434
Other assets
	Property, plant and equipment, net			383,576			382,965
	Goodwill			90,847			90,847
	Other intangible assets			27,924			28,084
	Other assets			24,503			23,748
		Total assets	$	838,856		$	768,078
Liabilities and Deficit
Current liabilities
	Current maturities of long-term debt		$	20,088		$	20,460
	Accounts payable—trade			44,151			16,154
	Accrued liabilities			47,000			52,146
		Total current liabilities		111,239			88,760
Long-term debt and other liabilities
	Long-term debt, less current maturities			533,189			480,386
	Deferred income taxes			111,854			111,921
	Other			10,383			9,840
		Total liabilities		766,665			690,907
Commitments and contingencies (Note 7)
Redeemable common stock				140,954			130,241
Deficit
New Enterprise Stone & Lime Co., Inc. deficit
	Retained deficit			(69,109	)		(53,535	)
	Accumulated other comprehensive loss			(1,371	)		(1,403	)
	Total New Enterprise Stone & Lime Co., Inc. deficit			(70,480	)		(54,938	)
	Noncontrolling interest			1,717			1,868
	Total deficit			(68,763	)		(53,070	)
		Total liabilities and deficit	$	838,856		$	768,078

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-43

New Enterprise Stone & Lime Co., Inc. and Subsidiaries

Condensed Consolidated Statements of Operations (unaudited)

Three Months Ended May 31, 2011, and May 31, 2010

Three months ended May 31, (in thousands)			2011			2010
Revenue
	Construction materials		$	76,904		$	78,879
	Heavy/highway construction			48,682			64,873
	Traffic safety services and equipment			18,471			19,356
	Other revenues			2,714			2,962
		Total revenue		146,771			166,070
Cost of revenue (exclusive of items shown separately below)
	Construction materials			58,064			61,178
	Heavy/highway construction			47,908			60,477
	Traffic safety services and equipment			14,551			14,386
	Other expenses			2,596			2,744
		Total cost of revenue		123,119			138,785
	Depreciation, depletion, and amortization			11,345			10,487
	Pension and profit sharing			1,715			2,159
	Selling, administrative, and general expenses			12,989			15,448
	Gain on sales of property and equipment			1,196			152
		Operating loss		(1,201	)		(657	)
Interest expense, net				(11,596	)		(6,953	)
		Loss before income taxes		(12,797	)		(7,610	)
Income tax benefit				(8,235	)		(2,238	)
		Net loss		(4,562	)		(5,372	)
Noncontrolling interest in net loss				(299	)		(298	)
		Net loss attributable to New Enterprise Stone &
		Lime Co., Inc.	$	(4,861	)	$	(5,670	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-44

New Enterprise Stone & Lime Co., Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows (unaudited)

Three Months Ended May 31, 2011, and May 31, 2010

Three months ended May 31, (in thousands)				2011			2010
Reconciliation of net loss to net cash used in operating activities
Net loss				$	(4,562	)	$	(5,372	)
Adjustments to reconcile net loss to net cash used in operating activities
	Depreciation and cost depletion				11,185			10,327
	Gain on disposal of property, plant, and equipment				(1,196	)		(152	)
	Amortization of other assets and liabilities				950			466
	Noncash interest expense				986			937
	Deferred income taxes				(7,733	)		1,301
	Allowance for doubtful accounts				636			(173	)
	Changes in current assets and liabilities
		Accounts receivable			(57,512	)		(63,902	)
		Inventories			(3,691	)		(372	)
		Other current assets			(1,045	)		(3,292	)
		Accounts payable			27,997			42,048
		Other accruals			(4,712	)		211
			Net cash used in operating activities		(38,697	)		(17,973	)
Cash flows from investing activities
Capital expenditures					(12,830	)		(8,951	)
Proceeds from sale of property, plant, and equipment					1,462			258
Change in cash value of life insurance					(198	)		(122	)
Other investing activities					(8,360	)		(32	)
			Net cash used in investing activities		(19,926	)		(8,847	)
Cash flows from financing activities
Proceeds from revolving credit					57,377			35,000
Repayment of revolving credit					(1,000	)		(3,320	)
Repayment of long-term debt					(7,556	)		(1,204	)
Payments on capital lease					(1,441	)		(1,272	)
Proceeds from issuance of long-term debt					4,000			5,080
Debt issuance cost					(684	)		(1,265	)
Distribution to noncontrolling interest					(451	)		(446	)
			Net cash provided by financing activities		50,245			32,573
			Net (decrease) increase in cash and cash equivalents		(8,378	)		5,753
Cash and cash equivalents
Beginning of period					20,029			10,773
End of period				$	11,651		$	16,526

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-45

New Enterprise Stone & Lime Co., Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

1. Summary of Significant Accounting Policies

Basis of Presentation

        The accompanying unaudited condensed consolidated financial statements and notes included in this report have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). In the opinion of New Enterprise Stone & Lime Co., Inc. (the "Company") all adjustments (all of which are of a normal recurring nature) that are necessary for a fair presentation are reflected in the condensed consolidated financial statements. The condensed consolidated financial statements do not include all of the information or disclosures required for a complete presentation in accordance with GAAP. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements, including the notes thereto, included in the Company's financial statements for the fiscal year ended February 28, 2011. The results of operations for the periods ended May 31, 2011 and 2010 are not necessarily indicative of the operating results for the full fiscal year.

Principles of Consolidation

        The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary companies and entities where the Company has a controlling equity interest. Intercompany balances and transactions have been eliminated in consolidation.

Cash and Cash Equivalents and Restricted Cash

        The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. Certain U.S. cash balances exceed Federal Deposit Insurance Corporation limits. Cash balances were restricted in certain consolidated subsidiaries for bond sinking fund and insurance requirements as well as collateral on outstanding letters of credit or rentals.

Trade Accounts Receivable

        Trade accounts receivable are recorded at the invoiced amount and past due accounts are subject to service charges. The Company's total accounts receivable consisted of the following:

(In thousands)		May 31, 2011			February 28, 2011
Costs and estimated earnings in excess of billings		$	25,233		$	11,138
Trade			93,713			50,726
Retainages			8,368			7,938
			127,314			69,802
Allowance for doubtful accounts			(3,066	)		(2,430	)
	Accounts receivable, net	$	124,248		$	67,372

        Costs and estimated earnings in excess of billings relate to uncompleted contracts and amounts not processed by governmental agencies. State and local agencies often require several approvals to process billings or payments and this may cause a lag in payment times.

F-46

New Enterprise Stone & Lime Co., Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

1. Summary of Significant Accounting Policies (Continued)

Concentrations of Credit Risk

        The Company's financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company places its cash and temporary investments with high-quality financial institutions. At times, such balances and investments may be in excess of federally insured limits, however the Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents. The Company conducts business with various governmental entities within the Commonwealth of Pennsylvania. These entities include the Pennsylvania Department of Transportation, the Pennsylvania Turnpike Authority, and various townships, municipalities, school districts and universities within Pennsylvania. The Company has not experienced any material losses with these governmental agencies and does not believe it is exposed to any significant credit risk on the outstanding accounts receivable.

Inventories

        Inventories are stated at the lower of cost or market. Cost is determined using either first-in, first-out ("FIFO") or weighted average method based on the applicable category of inventories.

        The Company's total inventory consists of the following:

(In thousands)	May 31, 2011		February 28, 2011
Crushed stone, agricultural lime, and sand	$	83,166	$	82,852
Raw materials		10,024		7,823
Parts, tires, and supplies		11,546		11,472
Concrete blocks		4,695		4,977
Building materials		4,334		4,244
Safety equipment		17,381		16,241
Other		1,967		1,813
	$	133,113	$	129,422

Rental Equipment

        Rental equipment, primarily related to the Company's safety products business, is recorded at cost and depreciated over the estimated useful lives of the equipment using the straight-line method. The range of estimated useful lives for rental equipment is two to three years.

Property, Plant, and Equipment

        Property, plant, and equipment are carried at cost. Assets under capital leases are stated at the lesser of the present value of minimum lease payments or the fair value of the leased item. Provision for depreciation is generally computed over estimated service lives by the straight-line method.

F-47

New Enterprise Stone & Lime Co., Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

1. Summary of Significant Accounting Policies (Continued)

        The Company's property, plant & equipment consists of the following:

(In thousands)		May 31, 2011			February 28, 2011
Limestone and sand acreage		$	136,192		$	135,888
Land, buildings and building improvements			95,531			95,080
Crushing, prestressing, and manufacturing plants			305,786			301,052
Contracting equipment, vehicles, and other			271,935			264,814
Construction in progress			4,447			6,282
	Property, plant and equipment		813,891			803,116
Less: Accumulated depreciation and depletion			(430,315	)		(420,151	)
	Property, plant and equipment, net	$	383,576		$	382,965

        Repairs and maintenance are charged to operations as incurred. Renewals or betterments, which materially add to the useful lives of property and equipment, are capitalized.

        Depreciation expense was $10.7 million and $10.0 million for three months ended May 31, 2011 and 2010, respectively. Included in the contracting equipment, vehicles, and other asset category above are capital leases with a cost basis of $23.6 million and $22.5 million as of May 31, 2011 and February 28, 2011, respectively.

Use of Estimates

        The preparation of the condensed consolidated financial statements requires management to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Significant items subject to such estimates and assumptions include the carrying amount of property, plant and equipment; valuation of receivables, inventories, and goodwill; recognition of revenue and loss contract reserves under the percentage-of-completion method; assets and obligations related to employee benefit plans; asset retirement obligations; and self-insurance reserves. Actual results could differ from those estimates.

Other Comprehensive Loss

        The Company presents current period comprehensive loss as a component of accumulated other comprehensive loss on the condensed consolidated balance sheet. The components of accumulated other comprehensive loss included unamortized pension costs of $1.4 million as of May 31, 2011 and February 28, 2011.

Recently Issued Accounting Standards

        On December 17, 2010, the FASB issued ASU 2010-28, which (1) does not prescribe a specific method of calculating the carrying value of a reporting unit in the performance of step 1 of the goodwill impairment test and (2) requires entities with a zero or negative carrying value to assess, considering qualitative factors such as those listed in ASC 350-20-35-30 (these factors are not all-inclusive), whether it is more likely than not that a goodwill impairment exists (confirming this

F-48

New Enterprise Stone & Lime Co., Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

1. Summary of Significant Accounting Policies (Continued)

aspect of the consensus-for-exposure). If an entity concludes that it is more likely than not that goodwill impairment exists, the entity must perform step 2 of the goodwill impairment test. The Company is still considering the impact of this guidance on the consolidated financial statements; however the Company does not expect this guidance to have a material impact on the consolidated financial statements.

2. Risks and Uncertainties

        Our business is heavily impacted by several factors which are outside the control of management, including the overall health of the economy, the level of commercial and residential construction, the level of federal, state and local publicly funded construction projects and seasonal variations generally attributable to weather conditions. These factors impact the amount and timing of our revenues.

        Our second amended and restated credit agreement (the "Credit Agreement") contains certain financial covenants that include limitations on annual capital expenditures, available credit, maximum leverage ratios and a minimum fixed charge coverage ratio, among others, as defined in the associated agreement (the "Financial Covenants"). If an event of default should occur, the lenders may, among other things, accelerate the maturity of the outstanding amounts as well as discontinue lending under the revolving line of credit.

        While we have confidence in our ability to meet our operating plan in the future, in the past we have failed to meet certain operating performance measures as well as the Financial Covenant requirements set forth in our Credit Agreement, which resulted in the need to obtain several amendments to the Credit Agreement. In each of February 28, 2009 and 2010, we did not comply with certain Financial Covenants and obtained an associated waiver. In May 2010, we did not comply with certain Financial Covenants and obtained a waiver and an increase in the total available borrowings under the Credit Agreement. At February 28, 2011, we were in compliance with all of our Financial Covenants. On May 18, 2011, we entered into the ninth amendment to the Credit Agreement, to adjust certain covenant levels in future periods to provide greater cushion under our financial covenants. This amendment also imposes a $25.0 million annual limit on capital expenditures.

        As a result of the May 2011 amendment to the Credit Agreement, we expect to be in compliance with the Financial Covenants for at least the next twelve months. Operating losses incurred during our most recent fiscal year as well as reductions in our cash flow generated by operations have resulted in an increase in interest expense due to higher debt levels along with an increase in overall interest rates, which were also impacted by the issuance of our senior notes in August 2010. A shortfall in the actual trailing twelve month earnings before interest, taxes and depreciation and certain lease expenses ("EBITDAR"), as adjusted and defined in the Credit Agreement, of between approximately 4% and 6%, as calculated at the end of a particular quarter over the next fiscal year could cause us to fail to meet our Financial Covenants during the period. Similarly, we are projecting to be above the required fixed charge coverage ratios at amounts that vary between approximately 10% and 16% of the required levels set in the Credit Agreement. If additional borrowings are necessary to meet short term liquidity needs associated with our peak season, we may seek to amend the Credit Agreement to increase the total amount of allowable unsecured borrowings. There is no guarantee that we will be able to successfully amend the Credit Agreement or to obtain additional loans in the event that we are able to amend our Credit Agreement to allow for this option.

F-49

New Enterprise Stone & Lime Co., Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

2. Risks and Uncertainties (Continued)

        Our earnings and debt levels, and associated covenant compliance, may be impacted by, among other things, the volume and amount of federal, state and local publicly funded construction projects, the weather, which can materially affect our business and makes us subject to seasonality on a quarter to quarter basis, changes in product mix, commodity price changes and other factors inherent in the operation of our business. We are exploring a number of options which could enhance earnings or reduce total debt while not negatively impacting our ability to continue operating in our key markets. If we do not meet our projections and the actions described above are not sufficient to maintain our compliance with the Financial Covenants, we would seek a waiver of the covenants or alternative financing. There can be no assurance that the new covenant requirements will be met or that we would be able to amend the Credit Agreement or obtain alternative financing to replace the Credit Agreement, which could result in a material adverse effect on our financial position, results of operations and cash flows.

3. Accrued Liabilities

        Accrued liabilities consisted of the following:

(In thousands)		May 31, 2011		February 28, 2011
Payroll and vacation		$	9,644	$	7,418
Contract expenses			1,317		1,468
Withholding taxes			3,291		2,874
Reserve for taxes			1,014		1,486
Interest			7,900		15,444
Insurance			16,644		16,250
Deferred acquisition liability			3,333		3,253
Billings in excess of costs and estimated earnings on uncompleted contracts			906		354
Other			2,951		3,599
	Total accrued liabilities	$	47,000	$	52,146

4. Long-Term Debt

(In thousands)		May 31, 2011			February 28, 2011
Land, equipment and other obligations		$	30,223		$	32,003
First lien term loan A & B			151,164			153,090
First lien revolving credit facility			109,547			53,177
Senior notes due 2018			250,000			250,000
Obligations under capital leases			12,343			12,576
	Total debt		553,277			500,846
Less: Current portion			(20,088	)		(20,460	)
	Total long-term debt	$	533,189		$	480,386

F-50

New Enterprise Stone & Lime Co., Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

4. Long-Term Debt (Continued)

Land, Equipment and Other Obligations

        The Company has various notes, mortgages and other financing arrangements resulting from the purchase of principally land and equipment. All loans provide for at least annual payments, which include interest ranging up to 10.0% per annum. Principally all loans are secured by the land and equipment acquired.

        Obligations include three revenue bonds to different industrial development authorities with counties in Pennsylvania with a total outstanding of $7.4 million and $11.6 million as of May 31, 2011 and February 28, 2011 respectively. The effective interest rate on the industrial development bonds ranged from 0.41% to 0.48% at both May 31, 2011 and February 28, 2011. The Company prepaid $3.8 million of industrial development bonds during the first quarter with the proceeds from an unsecured borrowing from M&T Bank on May 13, 2011. The unsecured note from M&T Bank matures in May 2014 and the interest rate is LIBOR plus a margin of 3.75%. The effective interest rate as of May 31, 2011 was 3.94%. There were no additional covenants associated with the borrowing.

        The Company has $3.8 million and $4.5 million outstanding as of May 31, 2011 and February 28, 2011, respectively on a loan from Citizens Bank that matures August 2012. The effective rate of interest was 3.71% and 3.79% as of May 31, 2011 and February 28, 2011, respectively. The Company is subject to the existing covenants as defined in the Credit Agreement discussed below.

First Lien Term Loan A & B

        The term loan A had $83.3 million outstanding and $85.1 million outstanding as of May 31, 2011 and February 28, 2011, respectively. The net effective interest rate on the term loan A was approximately 4.50% and 3.79% at May 31, 2011 and February 28, 2011, respectively.

        The term loan B had $67.8 million outstanding and $68.0 million outstanding as of May 31, 2011 and February 28, 2011, respectively. The net effective interest rate on the term loan B was approximately 5.00% and 4.31% at May 31, 2011 and February 28, 2011, respectively.

        The term loan A and term loan B mature on January 10, 2014.

First Lien Revolving Credit Facility

        On January 11, 2008, the Company entered into a second amended and restated credit agreement with a $110.0 million, secured revolving credit facility which was amended on May 27, 2010 to adjust certain leverage ratios, limitations on operating lease expense and also increased the total amount available under the revolving credit facility to $135.0 million.

        The total outstanding under the revolving credit facility was $109.5 million and $53.2 million at May 31, 2011 and February 28, 2011, respectively. At May 31, 2011 an additional $25.5 million was available under the revolving credit facility. Availability under the revolver is restricted to a borrowing base equal to the sum of 85% of accounts receivable less accounts over 120 days and 60% of inventory. The borrowing base as of May 31, 2011 was $174.4 million. The effective interest rate was 4.52% and 3.99% at May 31, 2011 and February 28, 2011, respectively.

        The Company is required to meet certain financial covenants, including maintaining certain leverage and coverage ratios, minimum net worth requirements and capital expenditure and lease payment limitations under the second amended and restated credit agreement. The first lien revolving credit facility expires on January 11, 2013.

F-51

New Enterprise Stone & Lime Co., Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

4. Long-Term Debt (Continued)

        The Credit Agreement also permits an additional seasonal availability of $10.0 million during the months of March, April, May, and June. The Credit Agreement requires that, for 30 consecutive days during the fourth fiscal quarter of each year that the balance outstanding on the revolving loans are repaid to a specified level not to exceed $75.0 million.

Senior Notes Due 2018

        In August 2010, the Company sold $250.0 million aggregate principal amount of 11.0% senior notes ("Notes") due in 2018 at par value. Interest on the Notes is payable semi-annually in cash in arrears on March 1 and September 1 of each year.

        The Company must file a registration statement with the Securities and Exchange Commission ("SEC") within 360 days of issuance with respect to a registered offer to exchange the Notes for new Notes having terms substantially identical in all material respects to the Notes. Further, this registration statement must become effective within 480 days of issuance and the Company must consummate the exchange offer within 540 days of issuance. If the Company fails to comply with these timeframes under the indenture, the interest rate on the Notes will pay up to an additional 1% per annum until such registration is completed or the Notes are redeemed.

Obligations Under Capital Lease

        The Company has various arrangements for the lease of machinery and equipment which qualify as capital leases. These arrangements typically provide for monthly payments, some of which include residual value guarantees if the Company were to terminate the arrangement during certain specified periods of time for each underlying asset under lease.

Covenants

        The Company is subject to certain financial covenants related to its term loan A, term loan B, and revolving credit facility, including maintaining certain leverage and coverage ratios, minimum net worth requirements, and capital expenditure and lease payment limitations. The credit agreements also contain subjective acceleration clauses, which allow the Bank to declare amounts outstanding under the financing arrangements due and payable if a Material Adverse Change occurs. The Company believes that it will continue to comply with its financial covenants, as amended, under the financing arrangement. If the Company's performance does not result in compliance with any of its financial covenants, or if Bank seeks to exercise its rights under the subjective acceleration clause referred to above, the Company would seek to modify its financing arrangement. However, there can be no assurance that the Bank would not exercise their rights and remedies under the financing arrangement including accelerating payment of all outstanding debt due and payable.

        The Company has obtained multiple waivers and amendments related to covenant defaults (refer to Note 2) during recent years. The more significant amendments related to defaults of the net worth covenant, leverage ratios, limitations on operating lease expense and timely completion of the financial statements. In addition, the Company obtained amendments to the first lien credit facility, including the term loans and revolving credit facility which adjusted covenants for future periods and allowed for the issuance of the Notes in August 2010. Where appropriate, the Company records fees paid to obtain the waivers and amendments as deferred financing fees and amortizes the amounts over the remaining life of the associated financing arrangements. As of May 31, 2011 and February 28, 2011, the Company was in compliance with all of its covenant requirements as amended through that date.

F-52

New Enterprise Stone & Lime Co., Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

4. Long-Term Debt (Continued)

Other

        Long-term debt for each fiscal period matures as follows:

(In thousands)	Amount
Period
2012	$	20,088
2013		16,534
2014		142,140
2015		112,197
2016		1,696
Remaining years		260,622
	$	553,277

        The Company has determined the fair value of long term debt as of May 31, 2011 and February 28, 2011 is as follows:

(in thousands)	May 31, 2011		February 28, 2011
Carrying value (including current maturities)	$	553,277	$	500,846
Fair value (including current maturities)		544,276		505,855

5. Income Taxes

        The Company's tax provision and the corresponding effective tax rate are based on expected income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which the Company operates. For interim financial reporting the Company estimates the annual tax rate based on projected taxable income for the full year and records a quarterly tax provision in accordance with the anticipated annual rate. As the year progresses, we refine the estimates of the year's taxable income as new information becomes available, including year-to-date financial results. This continual estimation process often results in a change to the Company's expected effective tax rate for the year. When this occurs, the Company adjusts the income tax provision during the quarter in which the change in estimate occurs so that the year-to-date provision reflects the expected annual tax rate. Significant judgment is required in determining the Company's effective interim tax rate and in evaluating its tax positions.

        The Company's effective income tax rate was 64.4% and 29.4% for the three months ended May 31, 2011 and May 31, 2010, respectively. The principal factor affecting the comparability of the effective income tax rate for the respective periods is a decline in the annual projected pre-tax book earnings of the Company for the year ended February 28, 2012, when compared to projected pre-tax book earnings of the Company for the year ended February 28, 2011, the impact of a valuation allowance being recorded against certain state net operating losses and federal deferred tax assets as well as the impact of permanent items, primarily percentage depletion, which increases the effective income tax rate as projected results decrease.

        The cash taxes paid were not material for the three months ended May 31, 2011 and May 31, 2010, respectively, primarily as a result of a net operating loss.

F-53

New Enterprise Stone & Lime Co., Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

6. Retirement and Benefit Programs

        Substantially all employees are covered by either a defined contribution plan, a defined benefit plan, a collectively bargained multi-employer plan, or a noncontributory profit sharing plan. The expense associated with these programs, excluding defined benefit plans, was $1.7 million and $2.1 million for the three months ended May 31, 2011 and 2010, respectively.

        The Company has two defined benefit pension plans covering certain union employees of the Company's Buffalo Crushed Stone Division in Buffalo, New York. The benefits are based on years of service. Actuarial gains and losses are generally amortized subject to the corridor, over the average remaining service life of the Company's active employees. Net periodic pension expense recognized for the three month periods ended May 31, 2011 and 2010, was as follows:

Three months ended May 31, (in thousands)		2011			2010
Net periodic benefit cost
Service cost		$	54		$	51
Interest cost			110			109
Expected return on plan assets			(154	)		(140	)
Amortization of prior service cost			15			21
Recognized net actuarial loss			29			31
	Total pension expense	$	54		$	72

7. Commitments and Contingencies

        In the normal course of business, the Company has commitments, lawsuits, claims, and contingent liabilities. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company's consolidated financial position, or liquidity.

        The Company maintains a self-insurance program for workers' compensation (Pennsylvania employees) coverage, which is administered by a third party management company. The Company's self-insurance retention is limited to $1.0 million per occurrence with the excess covered by workers' compensation excess liability insurance. The Company is required to maintain a $7.0 million surety bond with the Commonwealth of Pennsylvania. Self-insurance costs are accrued based upon the aggregate of the liability for reported claims and an estimated liability for claims incurred but not reported. The Company also maintains three self-insurance programs for health coverage with losses limited to $0.3 million per employee. Additionally, the Company is required to provide a letter of credit in the amount of $0.9 million to guarantee payment of the deductible portion of its liability coverages existing prior to January 1, 2008.

        The Company also maintains a captive insurance company, Rock Solid Insurance Company (Rock Solid), for workers compensation (Non Pennsylvania employees), general liability, auto, and property coverage. On April 8, 2011, Rock Solid entered into a Collateral Trust Agreement with an insurer to eliminate a letter of credit that was required to maintain coverage of the deductible portion of its liability coverages. The total amount of collateral provided in the arrangement was $8.8 million and is recorded as part of restricted cash as of May 31, 2011 on the Company's consolidated balance sheet. Reserves for retained losses within this captive, which are recorded in accrued liabilities in the accompanying consolidated balance sheet, were approximately $7.2 million and $7.4 million as of

F-54

New Enterprise Stone & Lime Co., Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

7. Commitments and Contingencies (Continued)

May 31, 2011 and February 28, 2011, respectively. Exposures for periods prior to the inception of the captive are covered by pre-existing insurance policies.

8. Put Rights

        The stockholders have put rights on all outstanding common stock which may require the Company to purchase, at any time, all or some of a stockholder's common stock. The common stock is classified as mezzanine or temporary equity at May 31, 2011 and February 28, 2011, respectively, since the shares were redeemable at the option of the holder and had conditions for redemption which are not solely within the control of the Company. The redemption price is determined based upon the terms and conditions of the underlying stockholders agreement and is based upon either a formulaic calculation, in the event of a put of less than 100% of an individual stockholders shares or an appraisal, in the event of a put of all of an individual stockholder's shares. The value of the common stock is adjusted to its maximum redemption value each reporting date through retained earnings.

        If the Company is unable to purchase the common stock by reason of a legal or contractual impediment, then a stockholder, subject to the terms and restrictions set forth in the Stock Restriction Agreement, may sell common stock to other purchasers. The Company is restricted from purchasing any of its common stock due to contractual impediments contained in certain financing arrangements as of May 31, 2011 and February 28, 2011, respectively.

9. Goodwill and Other Intangible Assets

        There were no changes to the carrying value of goodwill for the three months ended May 31, 2011. Our annual goodwill impairment analysis was completed as of February 28, 2011 and did not result in any impairment loss. As of February 28, 2011, the Traffic Safety Services and Equipment reporting unit with approximately $5.8 million of goodwill had an excess fair value over its carrying value of less than 1%. Accordingly, small changes in future earnings, interest rates, market trends and cash flows could lead to a goodwill impairment charge. The fair value of the remaining reporting units exceeded their carrying value by a substantial margin. As of May 31, 2011, the Company did not identify any indications of impairment for Traffic Safety Services and Equipment reporting unit that would cause the Company to perform an interim goodwill impairment analysis. The Company will continue to monitor this reporting unit for potential indicators of impairment. For segment reporting purposes goodwill of $85.0 million and $5.8 million is reported as part of the Construction Materials segment and the Traffic Safety Services and Equipment segment, respectively.

        There were no changes to the carrying value of other intangible assets other than amortization for the three months ended May 31, 2011. Annual amortization expense on amortizable intangible assets is expected to be approximately $0.6 million for each of the next five fiscal years.

10. Business Segments

        The Company reports information about its operating segments using the "management approach," which is based on the way management organizes and reports the segments within the organization for making operating decisions and assessing performance. The Company has three reportable segments and has identified the segments based upon the nature of services and product offerings. The Company's three reportable segments are: (i) construction materials; (ii) heavy/highway construction; and (iii) traffic safety services and equipment. A description of the services and product offerings within each of the Company's segments is provided below.

F-55

New Enterprise Stone & Lime Co., Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

10. Business Segments (Continued)

        The construction materials segment mines and produces aggregates (crushed stone and construction sand and gravel), hot mix asphalt, ready-mixed concrete and other concrete products including precast/prestressed structural concrete components and masonry blocks for sale to third parties and internal use. The construction materials segment serves markets primarily in the Commonwealth of Pennsylvania and western New York. The high weight-to-value ratio of aggregates and concrete products and the time in which ready-mixed concrete and hot mix asphalt begin to set, limit the efficient distribution range for these products to roughly a one-hour haul time. Accordingly, the Company's markets for these products are generally local in nature.

        The heavy/highway construction segment includes heavy and highway construction, blacktop paving and other site preparation services. The Company's heavy/highway construction segment is primarily supplied with its construction materials, such as hot mix asphalt, ready mixed concrete and aggregates from the Company's construction materials segment. The heavy/highway construction segment serves markets primarily in the Commonwealth of Pennsylvania.

        The traffic safety services and equipment segment rents and sells general and specialty traffic control and work zone safety equipment and safety services to industrial and construction end-users. Traffic safety services and equipment business sells equipment through its national sales network and provides traffic maintenance and protection services primarily throughout the eastern United States.

        The Company reviews earnings of the segments principally at the operating profit level and accounts for intersegment sales at prices that range from negotiated rates to those that approximate fair market value. Segment operating profit consists of revenue less operating costs and expenses. Corporate and unallocated costs include those administrative and financial costs which are not allocated to segment operations and are excluded from segment operating profit. These costs include corporate administrative functions, unallocated corporate functions, and divisional administrative functions.

        The following is a summary of certain financial data for the Company's business segments:

Three months ended May 31, (in thousands)		2011			2010
Revenue:
Construction materials		$	104,487		$	108,913
Heavy/highway construction			52,811			69,211
Traffic safety services and equipment			21,961			22,411
Other revenues			2,833			2,916
	Segment totals		182,092			203,451
Inter-segment eliminations			(35,321	)		(37,381	)
	Total revenue	$	146,771		$	166,070
Operating loss
Construction materials		$	2,129		$	1,759
Heavy/highway construction			(2,148	)		1,290
Traffic safety services and equipment			227			1,550
Corporate and unallocated			(1,409	)		(5,256	)
	Total operating loss	$	(1,201	)	$	(657	)

F-56

New Enterprise Stone & Lime Co., Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

10. Business Segments (Continued)

Three months ended May 31, (in thousands)			2011			2010
Product and services revenue
Construction materials
	Aggregates		$	46,387		$	45,882
	Hot mix asphalt			30,935			32,429
	Ready mixed concrete			12,966			15,419
	Precast/prestressed structural concrete			5,879			5,871
	Masonry products			4,507			5,096
	Construction supply centers			3,813			4,216
Heavy/highway construction				52,811			69,211
Traffic safety services and equipment				21,961			22,411
Other revenues				2,833			2,916
Inter-product sales eliminations				(35,321	)		(37,381	)
		Total revenue	$	146,771		$	166,070
Product and services operating loss
Construction materials
	Aggregates		$	3,034		$	958
	Hot mix asphalt			(528	)		1,197
	Ready mixed concrete			(41	)		690
	Precast/prestressed structural concrete			(439	)		(879	)
	Masonry products			(119	)		(330	)
	Construction supply centers			222			123
Heavy/highway construction				(2,148	)		1,290
Traffic safety services and equipment				227			1,550
Corporate and unallocated				(1,409	)		(5,256	)
		Total operating loss	$	(1,201	)	$	(657	)
Depreciation, Depletion, and Amortization
Construction materials			$	7,223		$	6,926
Heavy/highway construction				2,018			1,583
Traffic safety services and equipment				1,714			1,706
Corporate and unallocated				390			272
		Total depreciation, depletion, and amortization	$	11,345		$	10,487
Capital Expenditures
Construction materials			$	9,144		$	5,377
Heavy/highway construction				2,449			1,442
Traffic safety services and equipment				1,177			2,929
Corporate and unallocated				259			567
		Total capital expenditures	$	13,029		$	10,315

        For the three months ended May 31, 2011 and 2010, sales to two customers represented more than 10% of net revenues.

F-57

New Enterprise Stone & Lime Co., Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

11. Condensed Issuer, Guarantor and Non Guarantor Financial Information

        On August 18, 2010, the Company issued $250 million aggregate principal amount of its 11.00% Senior Notes due 2018. Except for Rock Solid Insurance Company, all existing consolidated subsidiaries of the Company are 100% owned and provide a joint and several, full and unconditional guarantee of the securities. These entities include Gateway Trade Center Inc., EII Transport Inc., Protections Services Inc., Work Area Protection Corp., SCI Products Inc., ASTI Transportation Systems, Inc., and Precision Solar Controls Inc. ("Guarantor Subsidiaries"). There are no significant restrictions on the parent Company's ability to obtain funds from any of the Guarantor Subsidiaries in the form of a dividend or loan. Additionally, there are no significant restrictions on a Guarantor Subsidiary's ability to obtain funds from the Company or its direct or indirect subsidiaries. Certain other wholly owned subsidiaries and consolidated partially owned partnerships do not guarantee the notes. These entities include Rock Solid Insurance Company, South Woodbury, L.P., NESL, II LLC, Kettle Creek Partners L.P., Kettle Creek Partners GP, LLC (Non Guarantors).

        The following condensed consolidating balance sheets, statements of operations and statements of cash flows are provided for the Company, all Guarantor Subsidiaries, and Non Guarantors. The information has been presented as if the parent Company accounted for its ownership of the Guarantor Subsidiaries and Non Guarantors using the equity method of accounting.

F-58

New Enterprise Stone & Lime Co., Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

11. Condensed Issuer, Guarantor and Non Guarantor Financial Information (Continued)

Condensed Consolidating Balance Sheet at May 31, 2011

(in thousands)			New Enterprise Stone & Lime Co., Inc.			Guarantor Subsidiaries		Non Guarantors		Eliminations			Total
Assets
Current assets
	Cash and cash equivalents		$	5,178		$	1,453	$	5,020	$	—		$	11,651
	Restricted cash			1,387			110		8,750		—			10,247
	Accounts receivable (less allowance for doubtful accounts)			106,764			17,469		15		—			124,248
	Inventories			115,732			17,381		—		—			133,113
	Net investment in lease			—			—		545		(545	)		—
	Deferred income taxes			19,571			1,911		—		—			21,482
	Other current assets			8,041			406		2,818		—			11,265
		Total current assets		256,673			38,730		17,148		(545	)		312,006
Other assets
	Property, plant and equipment, net			354,440			29,107		9,289		(9,260	)		383,576
	Goodwill			85,002			5,845		—		—			90,847
	Other intangible assets, net of amortization			11,030			16,894		—		—			27,924
	Investment in subsidiaries			93,993			—		—		(93,993	)		—
	Intercompany receivables			—			10,863		—		(10,863	)		—
	Other assets			24,503			—		—		—			24,503
		Total assets	$	825,641		$	101,439	$	26,437	$	(114,661	)	$	838,856
Liabilities and Deficit
Current liabilities
	Current maturities of long-term debt		$	20,184		$	—	$	449	$	(545	)	$	20,088
	Accounts payable—trade			39,207			4,303		641		—			44,151
	Accrued expenses			35,028			4,118		7,854		—			47,000
		Total current liabilities		94,419			8,421		8,944		(545	)		111,239
Long-term debt and other liabilities
	Intercompany payables			10,863			—		—		(10,863	)		—
	Long-term debt, less current maturities			523,929			—		9,260		—			533,189
	Obligations under capital leases, less current installments			9,260			—		—		(9,260	)		—
	Deferred income taxes			104,596			7,258		—		—			111,854
	Other			10,383			—		—		—			10,383
		Total liabilities		753,450			15,679		18,204		(20,668	)		766,665
Redeemable common stock				140,954			—		—		—			140,954
Deficit
New Enterprise Stone & Lime Co., Inc. deficit
	Retained deficit			(69,109	)		85,760		8,233		(93,993	)		(69,109	)
	Accumulated other comprehensive loss			(1,371	)		—		—		—			(1,371	)
	Total New Enterprise Stone & Lime Co., Inc. deficit			(70,480	)		85,760		8,233		(93,993	)		(70,480	)
	Noncontrolling interest			1,717			—		—		—			1,717
	Total deficit			(68,763	)		85,760		8,233		(93,993	)		(68,763	)
		Total liabilities and deficit	$	825,641		$	101,439	$	26,437	$	(114,661	)	$	838,856

F-59

New Enterprise Stone & Lime Co., Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

11. Condensed Issuer, Guarantor and Non Guarantor Financial Information (Continued)

Condensed Consolidating Balance Sheet at February 28, 2011

(in thousands)			New Enterprise Stone & Lime Co., Inc.			Guarantor Subsidiaries		Non Guarantors		Eliminations			Total
Assets
Current assets
	Cash and cash equivalents		$	5,058		$	1,472	$	13,499	$	—		$	20,029
	Restricted cash			1,777			110		—		—			1,887
	Accounts receivable (less allowance for doubtful accounts)			54,334			13,024		14		—			67,372
	Inventories			113,182			16,240		—		—			129,422
	Net investment in lease			—			—		582		(582	)		—
	Deferred income taxes			12,798			985		—		—			13,783
	Other current assets			6,969			442		2,530		—			9,941
		Total current assets		194,118			32,273		16,625		(582	)		242,434
Other assets
	Property, plant and equipment, net			353,118			29,825		9,434		(9,412	)		382,965
	Goodwill			85,002			5,845		—		—			90,847
	Other intangible assets, net of amortization			11,030			17,054		—		—			28,084
	Investment in subsidiaries			92,327			—		—		(92,327	)		—
	Intercompany receivables			—			12,002		—		(12,002	)		—
	Other assets			23,748			—		—		—			23,748
		Total assets	$	759,343		$	96,999	$	26,059	$	(114,323	)	$	768,078
Liabilities and Deficit
Current liabilities
	Current maturities of long-term debt		$	20,599		$	—	$	443	$	(582	)	$	20,460
	Accounts payable—trade			13,226			2,066		862		—			16,154
	Accrued expenses			41,104			3,025		8,017		—			52,146
		Total current liabilities		74,929			5,091		9,322		(582	)		88,760
Long-term debt and other liabilities
	Intercompany payables			12,002			—		—		(12,002	)		—
	Long-term debt, less current maturities			470,974			—		9,412		—			480,386
	Obligations under capital leases, less current installments			9,412			—		—		(9,412	)		—
	Deferred income taxes			105,015			6,906		—		—			111,921
	Other			9,840			—		—		—			9,840
		Total liabilities		682,172			11,997		18,734		(21,996	)		690,907
Redeemable common stock				130,241			—		—		—			130,241
Deficit
New Enterprise Stone & Lime Co., Inc. deficit
	Retained deficit			(53,535	)		85,002		7,325		(92,327	)		(53,535	)
	Accumulated other comprehensive loss			(1,403	)		—		—		—			(1,403	)
	Total New Enterprise Stone & Lime Co., Inc. deficit			(54,938	)		85,002		7,325		(92,327	)		(54,938	)
	Noncontrolling interest			1,868			—		—		—			1,868
	Total deficit			(53,070	)		85,002		7,325		(92,327	)		(53,070	)
		Total liabilities and deficit	$	759,343		$	96,999	$	26,059	$	(114,323	)	$	768,078

F-60

New Enterprise Stone & Lime Co., Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

11. Condensed Issuer, Guarantor and Non Guarantor Financial Information (Continued)

Condensed Consolidating Income Statement for the three months ending May 31, 2011

(in thousands)		New Enterprise Stone & Lime Co., Inc.			Guarantor Subsidiaries			Non Guarantors			Eliminations			Total
Revenue		$	129,570		$	20,274		$	1,875		$	(4,948	)	$	146,771
Cost of revenue (exclusive of items shown separately below)			111,988			15,921			303			(5,093	)		123,119
Depreciation, depletion, and amortization			9,443			1,902			—			—			11,345
Pension and profit sharing			1,670			45			—			—			1,715
Selling, administrative, and general expenses			10,646			2,272			71			—			12,989
Gain on sales of property and equipment			1,196			—			—			—			1,196
	Operating profit (loss)		(2,981	)		134			1,501			145			(1,201	)
Interest income			(7	)		(1	)		12			—			4
Interest expense			(11,535	)		(65	)		(154	)		154			(11,600	)
	Income (loss) before income taxes		(14,523	)		68			1,359			299			(12,797	)
Income tax benefit			(7,547	)		(688	)		—						(8,235	)
Equity in earnings of subsidiaries			2,115			—			—			(2,115	)		—
	Net income (loss)		(4,861	)		756			1,359			(1,816	)		(4,562	)
Noncontrolling interest in net income			—			—			—			(299	)		(299	)
	Net income (loss) attributable to stockholders	$	(4,861	)	$	756		$	1,359		$	(2,115	)	$	(4,861	)

F-61

New Enterprise Stone & Lime Co., Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

11. Condensed Issuer, Guarantor and Non Guarantor Financial Information (Continued)

Condensed Consolidating Income Statement for the three months ending May 31, 2010

(in thousands)		New Enterprise Stone & Lime Co., Inc.			Guarantor Subsidiaries			Non Guarantors			Eliminations			Total
Revenue		$	144,928		$	21,645		$	1,741		$	(2,244	)	$	166,070
Cost of revenue (exclusive of items shown separately below)			124,901			16,095			169			(2,380	)		138,785
Depreciation, depletion, and amortization			8,694			1,793			—			—			10,487
Pension and profit sharing			2,110			49			—			—			2,159
Selling, administrative, and general expenses			13,110			2,219			119			—			15,448
Gain on sales of property and equipment			152			—			—			—			152
	Operating profit (loss)		(3,735	)		1,489			1,453			136			(657	)
Interest income			37			10			3			—			50
Interest expense			(6,991	)		(12	)		(162	)		162			(7,003	)
	Income before income taxes		(10,689	)		1,487			1,294			298			(7,610	)
Income tax benefit			(2,054	)		(184	)		—			—			(2,238	)
Equity in earnings of subsidiaries			2,965			—			—			(2,965	)		—
	Net income (loss)		(5,670	)		1,671			1,294			(2,667	)		(5,372	)
Noncontrolling interest in net income			—			—			—			(298	)		(298	)
	Net income (loss) attributable to stockholders	$	(5,670	)	$	1,671		$	1,294		$	(2,965	)	$	(5,670	)

F-62

New Enterprise Stone & Lime Co., Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

11. Condensed Issuer, Guarantor and Non Guarantor Financial Information (Continued)

Condensed Consolidating Cash Flow for the three months ending May 31, 2011

(in thousands)		New Enterprise Stone & Lime Co., Inc.			Guarantor Subsidiaries			Non Guarantors			Eliminations		Total
Cash flows from operating activities		$	(40,756	)	$	1,191		$	868		$	—	$	(38,697	)
Cash flows from investing activities
Capital expenditures			(11,620	)		(1,210	)		—			—		(12,830	)
Proceeds from sale of property, plant and equipment			1,462			—			—			—		1,462
Change in cash value of life insurance			(198	)		—			—			—		(198	)
Other investing activities			390			—			(8,750	)		—		(8,360	)
	Net cash used in investing activities		(9,966	)		(1,210	)		(8,750	)		—		(19,926	)
Cash flows from financing activities
Proceeds from revolving credit			57,377			—			—			—		57,377
Repayment of revolving credit			(1,000	)		—			—			—		(1,000	)
Repayment of long-term debt			(7,410	)		—			(146	)		—		(7,556	)
Payments on capital leases			(1,441	)		—			—			—		(1,441	)
Proceeds from issuance of long-term debt			4,000			—			—			—		4,000
Debt issuance costs			(684	)		—			—			—		(684	)
Distribution to noncontrolling interest			—			—			(451	)		—		(451	)
	Net cash provided by financing activities		50,842			—			(597	)		—		50,245
	Net increase in cash and cash equivalents		120			(19	)		(8,479	)		—		(8,378	)
Cash and cash equivalents
Beginning of period			5,058			1,472			13,499			—		20,029
End of period		$	5,178		$	1,453		$	5,020		$	—	$	11,651

F-63

New Enterprise Stone & Lime Co., Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

11. Condensed Issuer, Guarantor and Non Guarantor Financial Information (Continued)

Condensed Consolidating Cash Flow for the three months ending May 31, 2010

(in thousands)		New Enterprise Stone & Lime Co., Inc.			Guarantor Subsidiaries			Non Guarantors			Eliminations		Total
Cash flows from operating activities		$	(21,437	)	$	2,709		$	755		$	—	$	(17,973	)
Cash flows from investing activities
Capital expenditures			(5,762	)		(3,189	)		—			—		(8,951	)
Proceeds from sale of property, plant and equipment			258			—			—			—		258
Change in cash value of life insurance			(122	)		—			—			—		(122	)
Other investing activities			(22	)		(10	)		—			—		(32	)
	Net cash used in investing activities		(5,648	)		(3,199	)		—			—		(8,847	)
Cash flows from financing activities
Proceeds from revolving credit			35,000			—			—			—		35,000
Repayment of revolving credit			(3,320	)		—			—			—		(3,320	)
Repayment of long-term debt			(1,101	)		—			(103	)		—		(1,204	)
Payments on capital leases			(1,272	)		—			—			—		(1,272	)
Proceeds from issuance of long-term debt			5,080			—			—			—		5,080
Debt issuance costs			(1,265	)		—			—			—		(1,265	)
Distribution to noncontrolling interest			—			—			(446	)		—		(446	)
	Net cash provided by (used in) financing activities		33,122			—			(549	)		—		32,573
	Net increase (decrease) in cash and cash equivalents		6,037			(490	)		206			—		5,753
Cash and cash equivalents
Beginning of period			537			675			9,561			—		10,773
End of period		$	6,574		$	185		$	9,767		$	—	$	16,526

12. Subsequent Events

        The Company's management has evaluated all activity of the Company through July 15, 2011, which is the day the financial statements were available to be issued and concluded that subsequent events are properly reflected in the Company's condensed consolidated financial statements and notes as required by standards for accounting disclosure of subsequent events.

13. Other

        The Company originally issued its financial statements as a private company on July 15, 2011. Subsequently, in conjunction with the preparation of the Company's financial statements in compliance with public company reporting requirements, the Company reissued its financial statements on August 29, 2011.

F-64

New Enterprise Stone & Lime Co., Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)

13. Other (Continued)

        On August 22, 2011, the stockholders of the Company amended the stock restriction agreement which, among other things, required the Company to purchase, at any time, all or some of a stockholder's common stock at the option of the individual stockholders. The amendment eliminated the stockholder's right to require the Company to purchase the common stock on a prospective basis.

        On August 26, 2011, the Company entered into the eleventh amendment to its second amended and restated credit agreement. The eleventh amendment allows for additional secured borrowings under a new secured credit facility of up to $20.0 million, increased the leverage covenant from 5.60 to 1.00 to 5.90 to 1.00 through maturity, increased the amount of annual capital expenditures from $25.0 million to $30.0 million and increased the aggregate principal amount of outstanding revolving credit borrowings allowable during the clean down period from $75.0 million to $85.0 million. On the same date, the Company entered into a new $20.0 million credit facility which matures on March 1, 2012, and bears an interest rate of LIBOR plus a 5.0% margin. Additionally, in conjunction with the $20.0 million borrowing, certain properties not previously encumbered were used as collateral.

        The Company's management has evaluated all activity of the Company through August 29, 2011 and concluded that subsequent events are properly reflected in the Company's consolidated financial statements and notes as required by standards for accounting disclosure of subsequent events.

F-65

PART II: INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 20.    Indemnification of Directors and Officers

The following applies to New Enterprise Stone & Lime Co., Inc. and ASTI Transportation Systems, Inc. (each a "Delaware Registrant" and collectively the "Delaware Registrants"):

        Each of the Delaware Registrants is a Delaware corporation. Section 145(a) of the Delaware General Corporation Law (the "DGCL") provides that a Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person's conduct was unlawful.

        Section 145(b) of the DGCL provides that a Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above, against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

        Further subsections of DGCL Section 145 provide that:

•

to the extent a present or former director or officer of a corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145 or in the defense of any claim, issue or matter therein, such person shall be indemnified against expenses, including attorneys' fees, actually and reasonably incurred by such person in connection therewith;

•

the indemnification and advancement of expenses provided for pursuant to Section 145 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise; and

•

the corporation shall have the power to purchase and maintain insurance of behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the corporation would have the power to indemnify such person against such liability under Section 145.

        As used in this Item 20 with respect to any Delaware Registrant, the term "proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether or not by or in the right of a Delaware Registrant, and whether civil, criminal, administrative, investigative or otherwise. Section 145 of the DGCL makes provision for the indemnification of officers and directors in terms sufficiently

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broad to indemnify officers and directors of each Delaware Registrant under certain circumstances from liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933, as amended (the "Act"). Each of the Delaware Registrants may, in its discretion, similarly indemnify its employees and agents. Under Section 102(b)(7) of the DGCL, a corporation may relieve its directors from personal liability to such corporation or its stockholders for monetary damages for any breach of their fiduciary duty as directors except (i) for a breach of the duty of loyalty, (ii) for failure to act in good faith, (iii) for intentional misconduct or knowing violation of law, (iv) for willful or negligent violations of certain provisions in the DGCL imposing certain requirements with respect to stock repurchases, redemptions and dividends, or (v) for any transactions from which the director derived an improper personal benefit.

        New Enterprise Stone & Lime Co., Inc. currently maintains two insurance policies which, within the limits and subject to the terms and conditions thereof, covers certain expenses and liabilities that may be incurred by directors and officers of New Enterprise Stone & Lime Co., Inc. in connection with proceedings that may be brought against them as a result of an act or omission committed or suffered while acting as a director or officer of New Enterprise Stone & Lime Co., Inc.

The following applies to EII Transport Inc., Protection Services Inc. and SCI Products Inc. (each a "Pennsylvania Registrant" and collectively the "Pennsylvania Registrants"):

        Each of the Pennsylvania Registrants is a Pennsylvania corporation. Section 1741 of the Pennsylvania Business Corporation Law (the "PBCL") grants Pennsylvania corporations, unless otherwise restricted by the corporation's bylaws, the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that he is or was a representative of the corporation, or is or was serving at the request of the corporation as a representative of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise, against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his conduct was unlawful.

        In the context of derivative or corporate actions, Section 1742 of the PBCL grants Pennsylvania corporations, unless otherwise restricted in the corporation's bylaws, the power to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a representative of the corporation or is or was serving at the request of the corporation as a representative of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of the action if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation. Indemnification shall not be made under this section in respect of any claim, issue or matter as to which the person has been adjudged to be liable to the corporation unless and only to the extent that the court of common pleas of the judicial district embracing the county in which the registered office of the corporation is located or the court in which the action was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for the expenses that the court of common pleas or other court deems proper.

        Section 1743 of the PBCL further provides that, to the extent that a representative of a Pennsylvania corporation has been successful on the merits or otherwise in defense of any action or proceeding referred to in Section 1741 of the PBCL (relating to third-party actions) or Section 1742 of the PBCL (relating to derivative and corporate actions) or in defense of any claim, issue or matter therein, such representative shall be indemnified against expenses (including attorney fees) actually and

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reasonably incurred by him in connection therewith. Under Section 1745 of the PBCL, expenses (including attorneys' fees) incurred in defending any action or proceeding referred to in this subchapter may be paid by a Pennsylvania corporation in advance of the final disposition of the action or proceeding upon receipt of an undertaking by or on behalf of the representative to repay the amount if it is ultimately determined that he is not entitled to be indemnified by the corporation as authorized herein or otherwise. Under Section 1746 of the PBCL, the indemnification and advancement of expenses shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding that office.

The following applies to Gateway Trade Center Inc.:

        Gateway Trade Center Inc. ("Gateway") is a New York corporation. Section 722(a) of the New York Business Corporation Law (the "NYBCL") provides that a corporation may indemnify any person made, or threatened to be made, a party to any action or proceeding (other than one by or in the right of the corporation to procure a judgment in its favor), whether civil or criminal, including an action by or in the right of any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any director or officer of the corporation served in any capacity at the request of the corporation, by reason of the fact that he, his testator or intestate, was a director or officer of the corporation, or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such director or officer acted in good faith for a purpose which he reasonably believed to be in, or, in the case of service for any other corporation or partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the corporation and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his conduct was unlawful.

        Section 722(c) of the NYBCL provides that a corporation may indemnify its directors and officers in relation to an action by or in the right of the corporation to procure a judgment in its favor in similar circumstances to those described in Section 722(a) of the NYBCL against amounts paid in settlement and reasonable expenses, including attorney's fees, actually and necessarily incurred by him or her in connection with the defense or settlement of such action, except that no indemnification shall be made in respect of a threatened action, or a pending action which is settled or otherwise disposed of, or any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the court in which the action was brought, or, if no action was brought, any court of competent jurisdiction, determines upon application that, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such portion of the settlement amount and expenses as the court deems proper.

        Section 721 of the NYBCL provides that the indemnification and advancement of expenses granted pursuant to the NYBCL shall not be deemed exclusive of any other rights to which a director or officer seeking indemnification or advancement of expenses may be entitled, whether contained in the corporation's certificate of incorporation or bylaws or, when authorized by such certificate of incorporation or bylaws, by duly authorized board or shareholder resolutions or by agreement, provided that no indemnification may be made to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that such director or officer personally gained in fact a financial profit or other advantage to which he was not legally entitled.

        Section 726 of the NYBCL permits the purchase and maintenance of insurance to indemnify (1) the corporation for any obligation which it incurs as a result of the indemnification of directors and officers under sections outlined above, (2) directors and officers in instances in which they may be

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indemnified by the corporation under such sections, and (3) directors and officers in instances in which they may not otherwise be indemnified by the corporation under such sections, provided the contract of insurance covering such directors and officers provides, in a manner acceptable to the New York superintendent of insurances, for a retention amount and for co-insurance.

        Section 402(b) of the NYBCL provides that a corporation's certificate of incorporation may include a provision eliminating or limiting the personal liability of its directors to the corporation or its shareholders for damages for any breach of duty in such capacity, except in circumstances involving acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, self-dealing, liability arising under Section 7.19 of the NYBCL or acts or omissions that occurred prior to the adoption of a provision authorized by Section 402(b) of the NYBCL.

The following applies to Precision Solar Controls Inc.:

        Precision Solar Controls Inc. ("PSC") is a Texas corporation. Section 8.051 of the Texas Business Corporations Code (the "TBCC") provides that an enterprise must indemnify a governing person, former governing person or a person serving as a representative of the enterprise at the request of the enterprise against reasonable expenses actually incurred by the person in connection with a proceeding in which the person is a respondent because the person is or was a governing person or delegate if the person is wholly successful, on the merits or otherwise, in the defense of the proceeding. Section 8.052 of the TBCC provides for court-ordered indemnification and that on application of a governing person, former governing person, or delegate and after notice is provided as required by the court, a court may order an enterprise to indemnify the person to the extent the court determines that the person is fairly and reasonably entitled to indemnification in view of all the relevant circumstances. Section 8.052 will still apply even if the person has been found liable to the corporation or because the person improperly received a personal benefit, without regard to whether the benefit resulted from an action taken in the person's official capacity. However, pursuant to Section 8.052(c), this court-ordered indemnification will be limited to reasonable expenses if the governing person, former governing person, or delegate is found liable to the enterprise or because the person improperly received a personal benefit, without regard to whether the benefit resulted from an action taken in the person's official capacity.

        Section 8.101 of the TBCC provides that a corporation may indemnify a governing person, former governing person, or delegate who was, is, or is threatened to be made a respondent in a proceeding to the extent that the person acted in good faith and reasonably believed, in the case of conduct in the person's official capacity, that the person's conduct was in the enterprise's best interests and in any other case, that the person's conduct was not opposed to the enterprise's best interests and in the case of a criminal proceeding, the person did not have a reasonable cause to believe the person's conduct was unlawful Section 8.102 of the TBCC permits an enterprise to indemnify a governing person, former governing person, or delegate against a judgment and expenses, other than a judgment, that are reasonable and actually incurred by the person in connection with a proceeding. Indemnification under Section 8.101 of a person who is found liable to the enterprise or is found liable because the person improperly received a personal benefit is limited to reasonable expenses actually incurred by the person in connection with the proceeding, does not include a judgment, a penalty, a fine, and an excise or similar tax, including an excise tax assessed against the person with respect to an employee benefit plan and may not be made in relation to a proceeding in which the person has been found liable for willful or intentional misconduct in the performance of the person's duty to the enterprise, breach of the person's duty of loyalty owed to the enterprise or an act or omission not committed in good faith that constitutes a breach of a duty owed by the person to the enterprise

        Section 8.105 of the TBCC provides that an enterprise may indemnify and advance expenses to a person who is not a governing person, including an officer, employee, or agent, as provided by the enterprise's governing documents, general or specific action of the enterprise's governing authority, resolution of the enterprise's owners or members, contract or common law. An enterprise shall indemnify an officer to the same extent that indemnification is required under this TBCC for a governing person.

II-4

        Section 8.151 of the TBCC provides that an enterprise may purchase or procure or establish and maintain insurance or another arrangement to indemnify or hold harmless an existing or former governing person, delegate, officer, employee, or agent against any liability asserted against and incurred by the person in that capacity or arising out of the person's status in that capacity. The insurance or other arrangement established under Section 8.151 may insure or indemnify against the liability described by Section 8.151 without regard to whether the enterprise otherwise would have had the power to indemnify the person against that liability under Chapter 8 of the TBCC.

The following applies to Work Area Protection Corp.:

        Work Area Protection Corp. ("Work Area") is an Illinois corporation. Section 8.75(a) of the Illinois Business Corporation Act of 1983 (the "IBCA") provides that a corporation may indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

        Section 8.75(b) of the IBCA provides that a corporation may indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, provided that no indemnification shall be made with respect to any claim, issue, or matter as to which such person has been adjudged to have been liable to the corporation, unless, and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.

        Section 8.75(g) of the IBCA provides that a corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of this Section.

        Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion o f the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore enforceable.

        Reference is made to Item 22 for our undertakings with respect to the indemnification for liabilities arising under the Securities Act.

II-5

Item 21.    Exhibits and Financial Statement Schedules

(a)

The following exhibits are attached hereto:

Exhibit Number
	3.1	Amended and Restated Certificate of Incorporation of New Enterprise Stone & Lime Co., Inc.*
	3.2	Amended and Restated Bylaws of New Enterprise Stone & Lime Co., Inc.*
	3.3	Certificate of Incorporation of ASTI Transportation Systems, Inc.*
	3.4	Amended and Restated Bylaws of ASTI Transportation Systems, Inc.*
	3.5	Articles of Incorporation of EII Transport Inc.*
	3.6	Amended and Restated Bylaws of EII Transport Inc.*
	3.7	Certificate of Incorporation of Gateway Trade Center Inc.*
	3.8	Amended and Restated Bylaws of Gateway Trade Center Inc.*
	3.9	Amended Articles of Incorporation of Precision Solar Controls Inc.*
	3.10	Amended and Restated Bylaws of Precision Solar Controls Inc.*
	3.11	Amended Articles of Incorporation of Protection Services Inc.*
	3.12	Amended and Restated Bylaws of Protection Services Inc.*
	3.13	Articles of Incorporation of SCI Products Inc.*
	3.14	Amended and Restated Bylaws of SCI Products Inc.*
	3.15	Articles of Incorporation of Work Area Protection Corp.*
	3.16	Amended and Restated Bylaws of Work Area Protection Corp.*
	4.1	Indenture, dated August 18, 2010, by and among the Company and Wells Fargo Bank, National Association*
	4.2	Certificate for the Company's 11% Senior Notes due 2018*
	4.3	Certificate for the Company's Notation of Note Guarantee*
	4.4	Registration Rights Agreement, dated August 18, 2010, by and among the Company, the Guarantors party thereto and Banc of America Securities LLC*
	4.5	Form of the Company's Exchange Notes due 2018**
	4.6	Form of Notation of Exchange Note Guarantee*
	5.1	Legal Opinion of Pepper Hamilton LLP*
	10.1	Purchase Agreement, dated August 18, 2010, by and among the Company, the Initial Purchasers and Banc of America Securities LLC*
	10.2	Second Amended and Restated Credit Agreement, dated January 11, 2008, by and among the Company, Manufacturers and Traders Trust Company, as Agent, Co-Lead Arranger, Issuing Bank, Swing Lender and a Lender, and the lenders that are parties thereto*
	10.3	Amendment No. 1 to Second Amended and Restated Credit Agreement, dated February 14, 2008, by and among the Company, Manufacturers and Traders Trust Company, as Agent, and the lenders that are parties thereto*

II-6

Exhibit Number
	10.4	Amendment No. 2 and Modification to Second Amended and Restated Credit Agreement, dated June 20, 2008, by and among the Company, the Guarantors signatory thereto, Manufacturers and Traders Trust Company, as Agent, Issuing Bank, Swing Lender and a Lender, and the lenders that are parties thereto*
	10.5	Amendment No. 3 to Second Amended and Restated Credit Agreement and Authorization, dated January 22, 2009, by and among the Company, the Guarantors signatory thereto, Manufacturers and Traders Trust Company, as Agent, Issuing Bank, Swing Lender and a Lender, and the lenders that are parties thereto*
	10.6	Amendment No. 4 and Modification and Waiver to Second Amended and Restated First Lien Credit Agreement, dated June 18, 2009, by and among the Company, the Guarantors signatory thereto, Manufacturers and Traders Trust Company, as Agent, Issuing Bank, Swing Lender and a Lender, and the lenders that are parties thereto*
	10.7	Amendment No. 5 to Second Amended and Restated Credit Agreement, dated February 23, 2010, by and among the Company, the Guarantors signatory thereto, Manufacturers and Traders Trust Company, as Agent, Issuing Bank, Swing Lender and a Lender, and the lenders that are parties thereto*
	10.8	Amendment No. 6 to and Waiver of Second Amended and Restated Credit Agreement, dated May 27, 2010, by and among the Company, the Guarantors signatory thereto, Manufacturers and Traders Trust Company, as Agent, Issuing Bank, Swing Lender and a Lender, and the lenders that are parties thereto*
	10.9	Amendment No. 7 to and Waiver of Second Amended and Restated Credit Agreement, dated June 22, 2010, by and among the Company, the Guarantors signatory thereto, Manufacturers and Traders Trust Company, as Agent, Issuing Bank, Swing Lender and a Lender, and the lenders that are parties thereto*
	10.10	Amendment No. 8 to and Waiver of Second Amended and Restated Credit Agreement, dated July 29, 2010, by and among the Company, the Guarantors signatory thereto, Manufacturers and Traders Trust Company, as Agent, Issuing Bank, Swing Lender and a Lender, and the lenders that are parties thereto
	10.11	Amendment No. 9 to Second Amended and Restated Credit Agreement, dated May 18, 2011, by and among the Company, the Guarantors signatory thereto, Manufacturers and Traders Trust Company, as Agent, Issuing Bank, Swing Lender and a Lender, and the lenders that are parties thereto*
	10.12	Amendment No. 10 to Second Amended and Restated Credit Agreement, dated July 18, 2011, by and among the Company, the Guarantors signatory thereto, Manufacturers and Traders Trust Company, as Agent, Issuing Bank, Swing Lender and a Lender, and the lenders that are parties thereto*
	10.13	Commercial Credit Facility, dated July 21, 2011, between the Company and Manufacturers and Traders Trust Company*
	10.14	Loan Agreement, dated September 30, 2009, by and between the Company and Citizens Bank of Pennsylvania*
	10.15	First Amendment to Loan Agreement, dated May 27, 2010, by and between the Company and Citizens Bank of Pennsylvania*
	10.16	Second Amendment to Loan Agreement, dated June 23, 2010, by and between the Company and Citizens Bank of Pennsylvania*
	10.17	Third Amendment to Loan Agreement, dated July 30, 2010, by and between the Company and Citizens Bank of Pennsylvania*

II-7

Exhibit Number
	10.18	Fourth Amendment to Loan Agreement, dated May 18, 2011, by and between the Company and Citizens Bank of Pennsylvania*
	10.19	Fifth Amendment to Loan Agreement, dated July 18, 2011, by and between the Company and Citizens Bank of Pennsylvania*
	10.20	$6,000,000 Berks County Industrial Development Authority variable rate demand/fixed rate revenue bonds (Stabler Companies Inc. Project) series of 1998*
	10.21	$4,500,000 Bradford County Industrial Development Authority variable rate demand/fixed rate revenue bonds (State Aggregates Inc. Project) series of 2000*
	10.22	$8,465,000 Union County Industrial Development Authority variable rate demand/fixed rate revenue bonds (Stabler Companies Inc. Project) series of 2001*
	10.23	Executive Benefit Plan of the Company, amended and restated as of January 1, 2008*
	10.24	Stock Restriction and Management Agreement, dated March 1, 1990, among the Company, Paul I. Detwiler, Jr. and Donald L. Detwiler*
	10.25	Form of Transferee Stock Restriction Agreement*
	10.26	Amended and Restated Change in Control Agreement, dated July 17, 2007, by and among Stabler Companies Inc. and Albert S. Schmidt, III*
	10.27	Amended and Restated Change in Control Agreement, dated July 17, 2007, by and among Stabler Companies Inc., Protection Services Inc. and Douglas B. Danko*
	10.28	Amended and Restated Change in Control Agreement, dated July 2, 2007, by and among Stabler Companies Inc., Eastern Industries, Inc. and Kim W. Snyder*
	10.29	Amended and Restated Lease, dated February 28, 2003, effective February 15, 2001, by and between the Company and South Woodbury LP*
	10.30	Lease Agreement, dated February 28, 2003, effective January 1, 2001, by and between the Company and South Woodbury LP*
	10.31	Industrial Space Lease, dated May 1, 2006, by and between the Company and Adlee Precast, Inc. *
	10.32	Letter Agreement, dated May 1, 2006, by and between the Company and Adlee Precast, Inc.*
	10.33	Letter of Credit, dated December 27, 2007, between the Company and Team Capital Bank*
	10.34	Amendment No. 1 to Stock Restriction and Management Agreement, dated August 22, 2011, among the Company, Paul I. Detwiler, Jr. and Donald L. Detwiler.*
	10.35	Form of Amendment No. 1 to Form of Transferee Stock Restriction Agreement*
	10.36	Amendment No. 11 to Second Amended and Restated Credit Agreement and Authorization, dated August 26, 2011, by and among the Company, the Guarantors signatory thereto, Manufacturers and Traders Trust Company, as Agent, Issuing Bank, Swing Lender and a Lender and the Lenders that are parties thereto**
	10.37	Sixth Amendment to Loan Agreement dated August 29, 2011, by and between the Company and Citizens Bank of Pennsylvania**
	10.38	$20,000,000 Secured Six-Month Term Note, dated August 29, 2011, among the Company and certain of its subsidiaries as borrowers and Manufacturers and Traders Trust Company as Lender**
	12.1	Statements re Computation of Ratios of Earnings to Fixed Charges*
	21.1	Subsidiaries of the Company as of May 31, 2011*
	23.1	Consent of PricewaterhouseCoopers LLP*
	23.2	Consent of Pepper Hamilton LLP (contained in Exhibit 5.1) *
	24.1	Power of Attorney (included on signature page hereof) *
	25.1	Statement of Eligibility of Trustee on Form T-1*

II-8

Exhibit Number
	99.1	Form of Letter of Transmittal*
	99.2	Form of Notice of Guaranteed Delivery*
	99.3	Form of Letter to Depository Trust Company Participants*
	99.4	Form of Client Letter*

*

Filed herewith

**

To be filed by amendment

(b)

Financial Statement Schedules

        All financial statement schedules are omitted because they are inapplicable, not required or the information has been disclosed elsewhere in the consolidated financial statements.

Item 22.    Undertakings

        The undersigned registrants hereby undertake:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:



(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;



(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the registration statement; and



(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.



(2)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.



(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.



(4)

That, for purposes of determining liability under the Securities Act of 1933 to any purchaser:



(i)

Each prospectus filed pursuant to Rule 424(b) as part of the registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed

II-9

incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5)

That, for the purpose of determining liability of each of the registrants under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

        The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;



(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;



(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and



(iv)

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser

        The undersigned registrants hereby undertake to respond to requests for information that is included in the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

        The undersigned registrants hereby undertake to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

        Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit, or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-10

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New Enterprise, Commonwealth of Pennsylvania on the 29^th day of August, 2011.

NEW ENTERPRISE STONE & LIME CO., INC.
By:	/s/ PAUL I. DETWILER, III Paul I. Detwiler, III Director and President, Chief Financial Officer and Secretary

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Paul I. Detwiler, III and James W. Van Buren, and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and his name place and stead, in any and all capacities, to execute any and all amendments (including post-effective amendments) to this registration statement, to sign any registration statement filed pursuant to Rule 424(b) of the Securities Act of 1933, and to cause the same to be filed with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and desirable to be done in and about the premises as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ PAUL I. DETWILER, JR. Paul I. Detwiler, Jr.	Director and Chairman of the Board and Executive Committee Member	August 29, 2011
/s/ DONALD L. DETWILER Donald L. Detwiler	Chief Executive Officer, Director, Vice Chairman of the Board and Executive Committee Member (Principal Executive Officer)	August 29, 2011
/s/ PAUL I. DETWILER, III Paul I. Detwiler, III	President, Chief Financial Officer, and Secretary, Director, Executive Committee Member (Principal Financial Officer)	August 29, 2011
/s/ G. DENNIS WISEMAN G. Dennis Wiseman	Chief Accounting Officer, Assistant Secretary (Principal Accounting Officer)	August 29, 2011

Signature	Title	Date
/s/ JAMES W. VAN BUREN James W. Van Buren	Executive Vice President, Chief Operating Officer, Director, Executive Committee Member	August 29, 2011
/s/ STEVEN B. DETWILER Steven B. Detwiler	Senior Vice President-Construction Materials, Executive Committee Member, Director	August 29, 2011
/s/ DONALD DEVORRIS Donald Devorris	Director	August 29, 2011
/s/ WILLIAM A. GETTIG William A. Gettig	Director	August 29, 2011
/s/ F. JAMES MCCARL F. James McCarl	Director	August 29, 2011
/s/ LARRY R. WEBBER Larry R. Webber	Director	August 29, 2011

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New Enterprise, Commonwealth of Pennsylvania on the 29^th day of August, 2011.

ASTI TRANSPORTATION SYSTEMS, INC.
By:	/s/ PAUL I. DETWILER, III Paul I. Detwiler, III Director, Chief Executive Officer, Vice President, Treasurer, Secretary

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Paul I. Detwiler, III and James W. Van Buren, and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and his name place and stead, in any and all capacities, to execute any and all amendments (including post-effective amendments) to this registration statement, to sign any registration statement filed pursuant to Rule 424(b) of the Securities Act of 1933, and to cause the same to be filed with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and desirable to be done in and about the premises as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ PAUL I. DETWILER, III Paul I. Detwiler, III	Director, Chief Executive Officer, Vice President, Treasurer, Secretary (Principal Executive, Financial and Accounting Officer)	August 29, 2011
/s/ PAUL I. DETWILER, JR. Paul I. Detwiler, Jr.	Director, Vice President	August 29, 2011
/s/ DONALD L. DETWILER Donald L. Detwiler	Director, Vice President	August 29, 2011
/s/ JAMES W. VAN BUREN James W. Van Buren	Director, Vice President	August 29, 2011
/s/ STEVEN B. DETWILER Steven B. Detwiler	Director, Vice President	August 29, 2011

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New Enterprise, Commonwealth of Pennsylvania on the 29^th day of August, 2011.

EII TRANSPORT INC.
By:	/s/ PAUL I. DETWILER, III Paul I. Detwiler, III Director, Chief Executive Officer Vice President, Treasurer, Secretary

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Paul I. Detwiler, III and James W. Van Buren, and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and his name place and stead, in any and all capacities, to execute any and all amendments (including post-effective amendments) to this registration statement, to sign any registration statement filed pursuant to Rule 424(b) of the Securities Act of 1933, and to cause the same to be filed with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and desirable to be done in and about the premises as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ PAUL I. DETWILER, III Paul I. Detwiler, III	Director, Chief Executive Officer Vice President, Treasurer, Secretary (Principal Executive, Financial and Accounting Officer)	August 29, 2011
/s/ PAUL I. DETWILER, JR. Paul I. Detwiler, Jr.	Director, Vice President	August 29, 2011
/s/ DONALD L. DETWILER Donald L. Detwiler	Director, Vice President	August 29, 2011
/s/ JAMES W. VAN BUREN James W. Van Buren	Director, Vice President	August 29, 2011
/s/ STEVEN B. DETWILER Steven B. Detwiler	Director, Vice President	August 29, 2011

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New Enterprise, Commonwealth of Pennsylvania on the 29^th day of August, 2011.

GATEWAY TRADE CENTER INC.
By:	/s/ PAUL I. DETWILER, III Paul I. Detwiler, III Director, Vice President, Chief Financial Officer

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Paul I. Detwiler, III and James W. Van Buren, and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and his name place and stead, in any and all capacities, to execute any and all amendments (including post-effective amendments) to this registration statement, to sign any registration statement filed pursuant to Rule 424(b) of the Securities Act of 1933, and to cause the same to be filed with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and desirable to be done in and about the premises as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ STEVEN B. DETWILER Steven B. Detwiler	Director, President (Principal Executive Officer)	August 29, 2011
/s/ PAUL I. DETWILER, JR. Paul I. Detwiler, Jr.	Director, Vice President	August 29, 2011
/s/ DONALD L. DETWILER Donald L. Detwiler	Director, Vice President	August 29, 2011
/s/ PAUL I. DETWILER, III Paul I. Detwiler, III	Director, Vice President, Chief Financial Officer (Principal Financial and Accounting Officer)	August 29, 2011
/s/ JAMES W. VAN BUREN James W. Van Buren	Director, Vice President	August 29, 2011

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New Enterprise, Commonwealth of Pennsylvania on the 29^th day of August, 2011.

PRECISION SOLAR CONTROLS INC.
By:	/s/ PAUL I. DETWILER, III Paul I. Detwiler, III Director, Vice President, Treasurer, Secretary

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Paul I. Detwiler, III and James W. Van Buren, and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and his name place and stead, in any and all capacities, to execute any and all amendments (including post-effective amendments) to this registration statement, to sign any registration statement filed pursuant to Rule 424(b) of the Securities Act of 1933, and to cause the same to be filed with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and desirable to be done in and about the premises as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ JAMES W. VAN BUREN James W. Van Buren	Director, President (Principal Executive Officer)	August 29, 2011
/s/ PAUL I. DETWILER, JR. Paul I. Detwiler, Jr.	Director, Vice President	August 29, 2011
/s/ DONALD L. DETWILER Donald L. Detwiler	Director, Vice President	August 29, 2011
/s/ PAUL I. DETWILER, III Paul I. Detwiler, III	Director, Vice President, Treasurer, Secretary (Principal Financial and Accounting Officer)	August 29, 2011
/s/ STEVEN B. DETWILER Steven B. Detwiler	Director, Vice President	August 29, 2011

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New Enterprise, Commonwealth of Pennsylvania on the 29^th day of August, 2011.

PROTECTION SERVICES INC.
By:	/s/ PAUL I. DETWILER, III Paul I. Detwiler, III Director, Chief Executive Officer, Vice President, Treasurer, Secretary

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Paul I. Detwiler, III and James W. Van Buren, and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and his name place and stead, in any and all capacities, to execute any and all amendments (including post-effective amendments) to this registration statement, to sign any registration statement filed pursuant to Rule 424(b) of the Securities Act of 1933, and to cause the same to be filed with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and desirable to be done in and about the premises as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ PAUL I. DETWILER, III Paul I. Detwiler, III	Director, Chief Executive Officer, Vice President, Treasurer, Secretary (Principal Executive, Financial and Accounting Officer)	August 29, 2011
/s/ PAUL I. DETWILER, JR. Paul I. Detwiler, Jr.	Director, Vice President	August 29, 2011
/s/ DONALD L. DETWILER Donald L. Detwiler	Director, Vice President	August 29, 2011
/s/ JAMES W. VAN BUREN James W. Van Buren	Director, Vice President	August 29, 2011
/s/ STEVEN B. DETWILER Steven B. Detwiler	Director, Vice President	August 29, 2011

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New Enterprise, Commonwealth of Pennsylvania on the 29^th day of August, 2011.

SCI PRODUCTS INC.
By:	/s/ PAUL I. DETWILER, III Paul I. Detwiler, III Director, Vice President, Treasurer, Secretary

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Paul I. Detwiler, III and James W. Van Buren, and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and his name place and stead, in any and all capacities, to execute any and all amendments (including post-effective amendments) to this registration statement, to sign any registration statement filed pursuant to Rule 424(b) of the Securities Act of 1933, and to cause the same to be filed with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and desirable to be done in and about the premises as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ JAMES W. VAN BUREN James W. Van Buren	Director, President (Principal Executive Officer)	August 29, 2011
/s/ PAUL I. DETWILER, JR. Paul I. Detwiler, Jr.	Director, Vice President	August 29, 2011
/s/ DONALD L. DETWILER Donald L. Detwiler	Director, Vice President	August 29, 2011
/s/ PAUL I. DETWILER, III Paul I. Detwiler, III	Director, Vice President, Treasurer, Secretary (Principal Financial and Accounting Officer)	August 29, 2011
/s/ STEVEN B. DETWILER Steven B. Detwiler	Director, Vice President	August 29, 2011

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New Enterprise, Commonwealth of Pennsylvania on the 29^th day of August, 2011.

WORK AREA PROTECTION CORP.
By:	/s/ PAUL I. DETWILER, III Paul I. Detwiler, III Director, Vice President, Treasurer, Secretary

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Paul I. Detwiler, III and James W. Van Buren, and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and his name place and stead, in any and all capacities, to execute any and all amendments (including post-effective amendments) to this registration statement, to sign any registration statement filed pursuant to Rule 424(b) of the Securities Act of 1933, and to cause the same to be filed with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and desirable to be done in and about the premises as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ JAMES W. VAN BUREN James W. Van Buren	Director, President (Principal Executive Officer)	August 29, 2011
/s/ PAUL I. DETWILER, JR. Paul I. Detwiler, Jr.	Director, Vice President	August 29, 2011
/s/ DONALD L. DETWILER Donald L. Detwiler	Director, Vice President	August 29, 2011
/s/ PAUL I. DETWILER, III Paul I. Detwiler, III	Director, Vice President, Treasurer, Secretary (Principal Financial and Accounting Officer)	August 29, 2011
/s/ STEVEN B. DETWILER Steven B. Detwiler	Director, Vice President	August 29, 2011

EXHIBIT INDEX

Exhibit Number
	3.1	Amended and Restated Certificate of Incorporation of New Enterprise Stone & Lime Co., Inc.*
	3.2	Amended and Restated Bylaws of New Enterprise Stone & Lime Co., Inc.*
	3.3	Certificate of Incorporation of ASTI Transportation Systems, Inc.*
	3.4	Amended and Restated Bylaws of ASTI Transportation Systems, Inc.*
	3.5	Articles of Incorporation of EII Transport Inc.*
	3.6	Amended and Restated Bylaws of EII Transport Inc.*
	3.7	Certificate of Incorporation of Gateway Trade Center Inc.*
	3.8	Amended and Restated Bylaws of Gateway Trade Center Inc.*
	3.9	Amended Articles of Incorporation of Precision Solar Controls Inc.*
	3.10	Amended and Restated Bylaws of Precision Solar Controls Inc.*
	3.11	Amended Articles of Incorporation of Protection Services Inc.*
	3.12	Amended and Restated Bylaws of Protection Services Inc.*
	3.13	Articles of Incorporation of SCI Products Inc.*
	3.14	Amended and Restated Bylaws of SCI Products Inc.*
	3.15	Articles of Incorporation of Work Area Protection Corp.*
	3.16	Amended and Restated Bylaws of Work Area Protection Corp.*
	4.1	Indenture, dated August 18, 2010, by and among the Company and Wells Fargo Bank, National Association*
	4.2	Certificate for the Company's 11% Senior Notes due 2018*
	4.3	Certificate for the Company's Notation of Note Guarantee*
	4.4	Registration Rights Agreement, dated August 18, 2010, by and among the Company, the Guarantors party thereto and Banc of America Securities LLC*
	4.5	Form of the Company's Exchange Notes due 2018**
	4.6	Form of Notation of Exchange Note Guarantee*
	5.1	Legal Opinion of Pepper Hamilton LLP*
	10.1	Purchase Agreement, dated August 18, 2010, by and among the Company, the Initial Purchasers and Banc of America Securities LLC*
	10.2	Second Amended and Restated Credit Agreement, dated January 11, 2008, by and among the Company, Manufacturers and Traders Trust Company, as Agent, Co-Lead Arranger, Issuing Bank, Swing Lender and a Lender, and the lenders that are parties thereto*
	10.3	Amendment No. 1 to Second Amended and Restated Credit Agreement, dated February 14, 2008, by and among the Company, Manufacturers and Traders Trust Company, as Agent, and the lenders that are parties thereto*
	10.4	Amendment No. 2 and Modification to Second Amended and Restated Credit Agreement, dated June 20, 2008, by and among the Company, the Guarantors signatory thereto, Manufacturers and Traders Trust Company, as Agent, Issuing Bank, Swing Lender and a Lender, and the lenders that are parties thereto*

Exhibit Number
	10.5	Amendment No. 3 to Second Amended and Restated Credit Agreement and Authorization, dated January 22, 2009, by and among the Company, the Guarantors signatory thereto, Manufacturers and Traders Trust Company, as Agent, Issuing Bank, Swing Lender and a Lender, and the lenders that are parties thereto*
	10.6	Amendment No. 4 and Modification and Waiver to Second Amended and Restated First Lien Credit Agreement, dated June 18, 2009, by and among the Company, the Guarantors signatory thereto, Manufacturers and Traders Trust Company, as Agent, Issuing Bank, Swing Lender and a Lender, and the lenders that are parties thereto*
	10.7	Amendment No. 5 to Second Amended and Restated Credit Agreement, dated February 23, 2010, by and among the Company, the Guarantors signatory thereto, Manufacturers and Traders Trust Company, as Agent, Issuing Bank, Swing Lender and a Lender, and the lenders that are parties thereto*
	10.8	Amendment No. 6 to and Waiver of Second Amended and Restated Credit Agreement, dated May 27, 2010, by and among the Company, the Guarantors signatory thereto, Manufacturers and Traders Trust Company, as Agent, Issuing Bank, Swing Lender and a Lender, and the lenders that are parties thereto*
	10.9	Amendment No. 7 to and Waiver of Second Amended and Restated Credit Agreement, dated June 22, 2010, by and among the Company, the Guarantors signatory thereto, Manufacturers and Traders Trust Company, as Agent, Issuing Bank, Swing Lender and a Lender, and the lenders that are parties thereto*
	10.10	Amendment No. 8 to and Waiver of Second Amended and Restated Credit Agreement, dated July 29, 2010, by and among the Company, the Guarantors signatory thereto, Manufacturers and Traders Trust Company, as Agent, Issuing Bank, Swing Lender and a Lender, and the lenders that are parties thereto
	10.11	Amendment No. 9 to Second Amended and Restated Credit Agreement, dated May 18, 2011, by and among the Company, the Guarantors signatory thereto, Manufacturers and Traders Trust Company, as Agent, Issuing Bank, Swing Lender and a Lender, and the lenders that are parties thereto*
	10.12	Amendment No. 10 to Second Amended and Restated Credit Agreement, dated July 18, 2011, by and among the Company, the Guarantors signatory thereto, Manufacturers and Traders Trust Company, as Agent, Issuing Bank, Swing Lender and a Lender, and the lenders that are parties thereto*
	10.13	Commercial Credit Facility, dated July 21, 2011, between the Company and Manufacturers and Traders Trust Company*
	10.14	Loan Agreement, dated September 30, 2009, by and between the Company and Citizens Bank of Pennsylvania*
	10.15	First Amendment to Loan Agreement, dated May 27, 2010, by and between the Company and Citizens Bank of Pennsylvania*
	10.16	Second Amendment to Loan Agreement, dated June 23, 2010, by and between the Company and Citizens Bank of Pennsylvania*
	10.17	Third Amendment to Loan Agreement, dated July 30, 2010, by and between the Company and Citizens Bank of Pennsylvania*
	10.18	Fourth Amendment to Loan Agreement, dated May 18, 2011, by and between the Company and Citizens Bank of Pennsylvania*
	10.19	Fifth Amendment to Loan Agreement, dated July 18, 2011, by and between the Company and Citizens Bank of Pennsylvania*
	10.20	$6,000,000 Berks County Industrial Development Authority variable rate demand/fixed rate revenue bonds (Stabler Companies Inc. Project) series of 1998*

Exhibit Number
	10.21	$4,500,000 Bradford County Industrial Development Authority variable rate demand/fixed rate revenue bonds (State Aggregates Inc. Project) series of 2000*
	10.22	$8,465,000 Union County Industrial Development Authority variable rate demand/fixed rate revenue bonds (Stabler Companies Inc. Project) series of 2001*
	10.23	Executive Benefit Plan of the Company, amended and restated as of January 1, 2008*
	10.24	Stock Restriction and Management Agreement, dated March 1, 1990, among the Company, Paul I. Detwiler, Jr. and Donald L. Detwiler*
	10.25	Form of Transferee Stock Restriction Agreement*
	10.26	Amended and Restated Change in Control Agreement, dated July 17, 2007, by and among Stabler Companies Inc. and Albert S. Schmidt, III*
	10.27	Amended and Restated Change in Control Agreement, dated July 17, 2007, by and among Stabler Companies Inc., Protection Services Inc. and Douglas B. Danko*
	10.28	Amended and Restated Change in Control Agreement, dated July 2, 2007, by and among Stabler Companies Inc., Eastern Industries, Inc. and Kim W. Snyder*
	10.29	Amended and Restated Lease, dated February 28, 2003, effective February 15, 2001, by and between the Company and South Woodbury LP*
	10.30	Lease Agreement, dated February 28, 2003, effective January 1, 2001, by and between the Company and South Woodbury LP*
	10.31	Industrial Space Lease, dated May 1, 2006, by and between the Company and Adlee Precast, Inc.*
	10.32	Letter Agreement, dated May 1, 2006, by and between the Company and Adlee Precast, Inc.*
	10.33	Letter of Credit, dated December 27, 2007, between the Company and Team Capital Bank*
	10.34	Amendment No. 1 to Stock Restriction and Management Agreement, dated August 22, 2011, among the Company, Paul I. Detwiler, Jr. and Donald L. Detwiler.*
	10.35	Form of Amendment No. 1 to Form of Transferee Stock Restriction Agreement*
	10.36	Amendment No. 11 to Second Amended and Restated Credit Agreement and Authorization, dated August 26, 2011, by and among the Company, the Guarantors signatory thereto, Manufacturers and Traders Trust Company, as Agent, Issuing Bank, Swing Lender and a Lender and the Lenders that are parties thereto**
	10.37	Sixth Amendment to Loan Agreement dated August 29, 2011, by and between the Company and Citizens Bank of Pennsylvania**
	10.38	$20,000,000 Secured Six-Month Term Note, dated August 29, 2011, among the Company and certain of its subsidiaries as borrowers and Manufacturers and Traders Trust Company as Lender**
	12.1	Statements re Computation of Ratios of Earnings to Fixed Charges*
	21.1	Subsidiaries of the Company as of May 31, 2011*
	23.1	Consent of PricewaterhouseCoopers LLP*
	23.2	Consent of Pepper Hamilton LLP (contained in Exhibit 5.1)*
	24.1	Power of Attorney (included on signature page hereof)*
	25.1	Statement of Eligibility of Trustee on Form T-1*
	99.1	Form of Letter of Transmittal*
	99.2	Form of Notice of Guaranteed Delivery*
	99.3	Form of Letter to Depository Trust Company Participants*
	99.4	Form of Client Letter*

*

Filed herewith

**

To be filed by amendment

EX-3.1

Exhibit 3.1

EX-3.2

Exhibit 3.2

AMENDED AND RESTATED
B Y L A W S

NEW ENTERPRISE STONE & LIME CO., INC.
(the “corporation”)

TABLE OF CONTENTS

ARTICLE I OFFICES			4
	Section 1.1.	Registered Office	4
	Section 1.2.	Other Offices	4
ARTICLE II MEETING OF STOCKHOLDERS			4
	Section 2.1.	Time and Place of Meetings	4
	Section 2.2.	Annual Meetings	4
	Section 2.3.	Special Meetings	4
	Section 2.4.	List of Stockholders Entitled to Vote at Annual Meeting	5
	Section 2.5.	Notice	5
	Section 2.6.	Adjournments	6
	Section 2.7.	Quorum at Meetings	6
	Section 2.8.	Voting	7
	Section 2.9.	Proxies	7
	Section 2.10.	Consent in Writing in Lieu of Meeting	8
	Section 2.11.	Record Date.	9
	Section 2.12.	Conduct of Meetings	10
ARTICLE III DIRECTORS			10
	Section 3.1.	Election and Number of Directors	10
	Section 3.2.	Vacancies	11
	Section 3.3.	Removal of Directors	11
	Section 3.4.	Powers of Directors	11
	Section 3.5.	Chairman of the Board	11
	Section 3.6.	Board Meetings	12
	Section 3.7.	First Meeting of the Board	12
	Section 3.8.	Quorum at Board Meetings	12
	Section 3.9.	Written Consent in Lieu of Board Meeting	13
	Section 3.10.	Participation in Meeting by Telephone	13
	Section 3.11.	Committees of the Board	13
	Section 3.12.	Compensation of Directors	14
	Section 3.13.	Interested Directors	14
ARTICLE IV NOTICES			15
	Section 4.1.	Notice Requirements	15
	Section 4.2.	Waiver of Notice	16
ARTICLE V OFFICERS			17
	Section 5.1.	Officers	17
	Section 5.2.	Election of Officers at First Meeting of Board	17
	Section 5.3.	Other Officers and Agents	17
	Section 5.4.	Salaries of Officers and Agents	18
	Section 5.5.	Removal and Vacancies of Officers	18
	Section 5.6.	Chief Executive Officer	18

	Section 5.7.	Duties of the Chief Executive Officer
	Section 5.8.	President	19
	Section 5.9.	Duties of the President
	Section 5.10.	Vice-Presidents	19
	Section 5.11.	Secretary	19
	Section 5.12.	Assistant Secretary	20
	Section 5.13.	Treasurer	20
	Section 5.14.	Duties of Treasurer	20
	Section 5.15.	Additional Duties of Treasurer	20
	Section 5.16.	Assistant Treasurer	21
ARTICLE VI CERTIFICATE OF STOCK			21
	Section 6.1.	Stock Certificates	21
	Section 6.2.	Signature on Stock Certificates	21
	Section 6.3.	Stock Certificates	21
	Section 6.4.	Transfers of Stock	22
	Section 6.5.	Discharge of Duty Regarding Transfer of Stock	22
	Section 6.6.	Registered stockholders	23
ARTICLE VII GENERAL PROVISIONS			23
	Section 7.1.	Declaration of Dividends	23
	Section 7.2.	Reservation of Funds Prior to Payment of Dividends	23
	Section 7.3.	Disbursements	24
	Section 7.4.	Fiscal Year	24
	Section 7.5.	Corporate Seal	24
ARTICLE VIII AMENDMENTS			24
	Section 8.1.	Amendments	24
ARTICLE IX INDEMNIFICATION			25
	Section 9.1.	Power to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the corporation	25
	Section 9.2.	Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the corporation	25
	Section 9.3.	Authorization of Indemnification	26
	Section 9.4.	Good Faith Defined	27
	Section 9.5.	Indemnification by a Court	27
	Section 9.6.	Expenses Payable in Advance	28
	Section 9.7.	Nonexclusivity of Indemnification and Advancement of Expenses	29
	Section 9.8.	Insurance	29
	Section 9.9.	Certain Definitions	29
	Section 9.10.	Survival of Indemnification and Advancement of Expenses	30
	Section 9.11.	Limitation on Indemnification	31
	Section 9.12.	Indemnification of Employees and Agents	31

3

ARTICLE I
OFFICES

Section 1.1.Registered Office.  The registered office of the corporation shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 1.2.Other Offices.  The corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors (“Board”) may from time to time determine or the business of the corporation may require.

ARTICLE II
MEETING OF STOCKHOLDERS

Section 2.1.Time and Place of Meetings.  All meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, either within or without the State of Delaware, as shall be designated from time to time by the Board.  The Board may, in its sole discretion, determine that a meeting of the stockholders shall not be held at any place, but may instead be held solely by means of remote communication in the manner authorized by the General Corporation Law of the State of Delaware (the “DGCL”).

Section 2.2.Annual Meetings.  The annual meeting of stockholders for the election of directors shall be held on such date and at such time as shall be designated from time to time by the Board.  Any other proper business may be transacted at the annual meeting of stockholders.

Section 2.3.Special Meetings.  Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by law or by the certificate of incorporation, as amended and restated from time to time (“Certificate of Incorporation”), shall be called by the Chief Executive Officer, President or Secretary at the request in writing of stockholders entitled to cast at least fifty percent (50%) of the votes entitled to be cast.  Such request shall state the

purpose or purposes of the proposed meeting.  Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 2.4.List of Stockholders Entitled to Vote at Annual Meeting.  The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten (10) days before every election of directors, a complete list of the stockholders entitled to vote at said election, arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the election, (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the corporation.  In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation.  If the meeting is to be in person, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.  If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting

Section 2.5.Notice.  Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which

5

stockholders or proxyholders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.  Unless otherwise required by law, written notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to notice of and to vote at such meeting.

Section 2.6.Adjournments.  Any meeting of the stockholders may be adjourned from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place, if any, thereof and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken.  At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting.  If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting in accordance with the requirements of Section 2.5 of these bylaws shall be given to each stockholder of record entitled to notice of and to vote at the meeting.

Section 2.7.Quorum at Meetings.  The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by law or by the certificate of incorporation.  A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum.   If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote at such meeting, present in person or represented by proxy, shall

6

have power to adjourn the meeting from time to time, in the manner provided in Section 2.6 of these bylaws, until a quorum shall be present or represented.

Section 2.8.Voting.  Unless otherwise required by law, the Certificate of Incorporation or these bylaws, any question brought before any meeting of the stockholders (other than the election of directors, the election of whom is set forth in Section 3.1 of these bylaws) shall be decided by the vote of the holders of a majority of stock having voting power present in person or represented by proxy.  Unless otherwise provided in the Certificate of Incorporation, and subject to Section 2.11 of these bylaws, each stockholder present in person or represented at a meeting of the stockholders shall be entitled to cast one (1) vote for each share of the capital stock entitled to vote thereat held by such stockholder.  Such votes may be cast in person or by proxy as provided in Section 2.9 of these bylaws.  The Board, in its discretion, or the officer of the corporation presiding at a meeting of the stockholders, in such officer’s discretion, may require that any votes cast at such meeting shall be cast by written ballot.

Section 2.9.Proxies.  Each stockholder entitled to vote at a meeting of the stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder as proxy, but no such proxy shall be voted upon after three (3) years from its date, unless such proxy provides for a longer period.  Without limiting the manner in which a stockholder may authorize another person or persons to act for such stockholder as proxy, the following shall constitute a valid means by which a stockholder may grant such authority:

(a)A stockholder may execute a writing authorizing another person or persons to act for such stockholder as proxy.  Execution may be accomplished by the stockholder or such stockholder’s authorized officer, director, employee or agent signing such

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writing or causing such person’s signature to be affixed to such writing by any reasonable means, including, but not limited to, by facsimile signature.

(b)A stockholder may authorize another person or persons to act for such stockholder as proxy by transmitting or authorizing the transmission of a telegram, cablegram or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such telegram, cablegram or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telegram, cablegram or other electronic transmission was authorized by the stockholder.  If it is determined that such telegrams, cablegrams or other electronic transmissions are valid such persons making that determination shall specify the information on which they relied.

Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission authorizing another person or persons to act as proxy for a stockholder may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used; provided, however, that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

Section 2.10.Consent in Writing in Lieu of Meeting.  Any action required to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that

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would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

Section 2.11.Record Date.

(a)In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting.  If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of the stockholders shall be at the close of business on the day immediately preceding the day on which notice is given, or, if notice is waived, at the close of business on the day immediately preceding the day on which the meeting is held.  A determination of stockholders of record entitled to notice of or to vote at a meeting of the stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

(b)In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board.  If no record date has been fixed by the Board, the record date for determining stockholders entitled to consent to

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corporate action in writing without a meeting, when no prior action by the Board is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of the stockholders are recorded.  Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.  If no record date has been fixed by the Board and prior action by the Board is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board adopts the resolution taking such prior action.

Section 2.12.Conduct of Meetings.  The Board may adopt by resolution such rules and regulations for the conduct of any meeting of the stockholders as it shall deem appropriate.  Except to the extent inconsistent with such rules and regulations as adopted by the Board, the chairman of any meeting of the stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting.

ARTICLE III
DIRECTORS

Section 3.1.Election and Number of Directors.  The Board shall consist of an even number of directors not less than two (2) and not more than fourteen (14) members, the precise number of directors constituting the entire Board shall be determined from time to time by resolution adopted by the stockholders at any annual or special meeting.  Except as provided in Section 3.2 of these bylaws, directors shall be elected by a plurality of the votes cast at each

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annual meeting of stockholders and each director so elected shall hold office until the next annual meeting of stockholders and until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation or removal.  Directors need not be stockholders.

Section 3.2.Vacancies.  Subject to Section 3.3 of these bylaws, vacancies in the position of director (occurring otherwise than from an increase in the authorized number of directors) may be filled by the holder of capital stock issued and outstanding who first nominated the director who created the vacancy.  Vacancies in the position of director occurring by reason of an increase in the authorized number of directors may be filled in the same manner as provided in Section 3.1 of these bylaws with respect to the election of directors.

Section 3.3.Removal of Directors.  Unless the Certificate of Incorporation provides otherwise, any director, or the entire Board, may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.  In case the entire Board or any one (1) or more directors is so removed, vacancies shall be filled in the manner set forth in Section 3.2 of these bylaws.  Remaining directors shall have no power to fill a vacancy on the Board created by the removal of a director.

Section 3.4.Powers of Directors.  The business of the corporation shall be managed by the Board which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these bylaws directed or required to be exercised or done by the stockholders.

Section 3.5.Chairman of the Board. The Board shall annually elect one of its members to be Chairman of the Board (“Chairman”) and shall fill any vacancy in the position of Chairman at such time and in such manner as the Board shall determine.  The Chairman shall preside at all meetings of the Board and of the stockholders.  The Chairman shall perform such

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other duties and services as shall be assigned to the Chairman, or otherwise required, by the Board.  To the extent that the Chairman is an employee of the corporation, the Chairman shall also be an officer pursuant to Section 5.1 of these bylaws.

Section 3.6.Board Meetings.  The Board and any committee thereof may hold meetings, both regular and special, either within or without the State of Delaware.  Regular meetings of the Board or any committee thereof may be held without notice at such time and at such place as may from time to time be determined by the Board or such committee, respectively.   Special meetings of the Board may be called by the Chairman, if there be one, the Chief Executive Officer, the President, or by any director.  Special meetings of any committee of the Board may be called by the chairman of such committee, if there be one, the Chief Executive Officer, the President, or any director serving on such committee.  Notice thereof stating the place, date and hour of the meeting shall be given to each director (or, in the case of a committee, to each member of such committee) either by mail, not less than forty-eight (48) hours before the date of the meeting, by telephone, telegram or electronic means, on twenty-four (24) hours’ notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances.

Section 3.7.First Meeting of the Board.  The first meeting of each newly elected Board shall be held immediately after and at the same place as the meeting of the stockholders at which the Board was elected and no notice of such meeting shall be required to be delivered, or otherwise given, to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present.

Section 3.8.Quorum at Board Meetings.  Except as otherwise required by law, or the Certificate of Incorporation, at all meetings of the Board or any committee thereof, a

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majority of the entire Board or a majority of the directors constituting such committee, as the case may be, shall constitute a quorum for the transaction of business, and the act of a majority of the directors or committee members present at any meeting at which there is a quorum shall be the act of the Board or such committee, as applicable.  If a quorum shall not be present at any meeting of the Board or any committee thereof, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting of the time and place of the adjourned meeting, until a quorum shall be present.

Section 3.9.Written Consent in Lieu of Board Meeting.  Unless otherwise restricted by the Certificate of Incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting, if all members of the Board or of such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.  Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 3.10.Participation in Meeting by Telephone.  Unless otherwise provided in the Certificate of Incorporation or these bylaws, members of the Board or any committee designated by such Board may participate in a meeting of the Board or of a committee of the Board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 3.10 of these bylaws shall constitute presence in person at such meeting.

Section 3.11.Committees of the Board.  The Board may designate one (1) or more committees, each committee to consist of one (1) or more of the directors of the corporation.  Each member of a committee must meet the requirements for membership, if any,

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imposed by applicable law.  The Board may designate one (1) or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee.  In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another qualified member of the Board to act at the meeting in the place of any absent or disqualified member.  Any committee, to the extent permitted by law and provided in the resolution establishing such committee, or in the governing committee charter documents, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it.  Each committee shall keep regular minutes and report to the Board when required.  Notwithstanding anything to the contrary contained in this Section 3.11 of these bylaws, the resolution of the Board establishing any committee of the Board and/or the charter of any such committee may establish requirements or procedures relating to the governance and/or operation of such committee that are different from, or in addition to, those set forth in these bylaws and, to the extent that there is any inconsistency between these bylaws and any such resolution or charter, the terms of such resolution or charter shall be controlling.

Section 3.12.Compensation of Directors.  The Board shall have the authority to fix the compensation of directors.

Section 3.13.Interested Directors.  No contract or transaction between the corporation and one (1) or more of its directors or officers, or between the corporation and any other corporation, partnership, association or other organization in which one or more of its

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directors or officers are directors or officers or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board or committee thereof which authorizes the contract or transaction, or solely because any such director’s or officer’s vote is counted for such purpose if: (i) the material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the Board or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (ii) the material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (iii) the contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified by the Board, a committee thereof or the stockholders.  Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board or of a committee which authorizes the contract or transaction.

ARTICLE IV
NOTICES

Section 4.1.Notice Requirements.  Whenever written notice is required by law, the Certificate of Incorporation or these bylaws, to be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at such person’s address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail.  Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders

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given by the corporation under applicable law, the Certificate of Incorporation or these bylaws shall be effective if given by a form of electronic transmission if consented to by the stockholder to whom the notice is given.  Any such consent shall be revocable by the stockholder by written notice to the corporation.  Any such consent shall be deemed to be revoked if: (i) the corporation is unable to deliver by electronic transmission two (2) consecutive notices by the corporation in accordance with such consent, and (ii) such inability becomes known to the Secretary or Assistant Secretary of the corporation or to the transfer agent, or other person responsible for the giving of notice; provided, however, that the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.  Notice given by electronic transmission, as described above, shall be deemed given: (i) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (ii) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (iii) if by a posting on an electronic network, together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and (iv) if by any other form of electronic transmission, when directed to the stockholder.  Notice to directors or committee members may be given personally or by telegram, telex, cable or by means of electronic transmission.

Section 4.2.Waiver of Notice.  Whenever any notice is required by applicable law, the Certificate of Incorporation or by these bylaws, to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed by the person or persons entitled to said notice, or a waiver by electronic transmission by the person or persons entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice.  Attendance of a person at a meeting, present in person or represented by proxy, shall constitute a waiver of

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notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular, annual or special meeting of the stockholders, directors, or members of a committee or directors need be specified in any written waiver of notice unless so required by law, the Certificate of Incorporation or these bylaws.

ARTICLE V
OFFICERS

Section 5.1.Officers.  The officers of the corporation shall be chosen by the Board and shall be a Chief Executive Officer, President, Vice-President, Secretary, Treasurer and, to the extent applicable pursuant to Section 3.5 of these bylaws, a Chairman and such other officers as the Board may designate pursuant to Section 5.3 of these bylaws.  Any number of offices may be held by the same person, unless the Certificate of Incorporation otherwise provides.  For so long as the corporation consists of separate operating divisions there may be divisional officers for each division appointed by the Board or the Chief Executive Officer.  Divisional officers are not officers of the corporation.  Rather, the authority of a divisional officer will be limited to the authority contained in the notice of appointment of such divisional officers.  The officers of each division shall report to such officer as is set forth in the notice of appointment.

Section 5.2.Election of Officers at First Meeting of Board.  The Board, at its first meeting after each annual meeting of stockholders, shall choose such officers of the corporation as it deems necessary or appropriate.

Section 5.3.Other Officers and Agents.  The Board may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and

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shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

Section 5.4.Salaries of Officers and Agents.  The salaries of all officers and agents of the corporation shall be fixed by the Board.

Section 5.5.Removal and Vacancies of Officers.  The officers of the corporation shall hold office until their successors are chosen and qualified.  Any officer elected or appointed by the Board may be removed at any time by the affirmative vote of a majority of the directors.  Any vacancy occurring in any office of the corporation shall be filled by the directors.

Section 5.6.Chief Executive Officer.  The Chief Executive Officer of the corporation, subject to the provisions of these bylaws and the control of the Board, shall have general and active management, direction and supervision over the business of the corporation and over its officers. He shall perform all duties incident to the office of chief executive and such other duties as from time to time may be assigned to him by the Board. The Chief Executive Officer shall have the authority to appoint divisional officers of the corporation with such responsibilities as are determined by the Chief Executive Officer or the Board.  The Chief Executive Officer shall report directly to the Board and shall have the right to delegate any of his powers to any other officer or employee.  The Chief Executive Officer shall execute, bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board to some other officer or agent of the corporation.

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Section 5.7.President.  The President shall report and be responsible to the Chief Executive Officer with such duties as may be assigned to him by the Board or the Chief Executive Officer.  If the Board fails to appoint a Chief Executive Officer, or there is otherwise a vacancy in such position, the President shall assume the duties, responsibilities and other powers of the Chief Executive Officer until such position is filled by the Board.  The President shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board to some other officer or agent of the corporation.

Section 5.8.Vice-Presidents.  The Vice-President, or if there shall be more than one (1), the Vice-Presidents shall perform such duties and have such powers as the Chief Executive Officer or Board may from time to time prescribe.

Section 5.9.Secretary.  The Secretary of the corporation shall attend all meetings of the Board and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the Board in a book to be kept for that purpose and shall perform like duties for the standing committees when required.  The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board and shall perform such other duties as may be prescribed by the Board, the Chief Executive Officer or the President under whose supervision he shall be.  The Assistant Secretary shall have custody of the corporate seal of the corporation and he, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such Assistant Secretary.  The Board may give general

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authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

Section 5.10.Assistant Secretary.  The Assistant Secretary, or if there be more than one (1), the Assistant Secretaries, in the order determined by the Board, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board may from time to time prescribe.

Section 5.11.Treasurer.  The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board.

Section 5.12.Duties of Treasurer.  The Treasurer shall disburse the funds of the corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the Chief Executive Officer and to the Board at its regular meetings or when the Board so requires, an account of all his transactions as Treasurer and of the financial condition of the corporation.

Section 5.13.Additional Duties of Treasurer.  If required by the Board, the Treasurer shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the Board for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belong to the corporation.

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Section 5.14.Assistant Treasurer.  The Assistant Treasurer, or if there shall be more than one (1), the assistant Treasurers, in the order determined by the Board, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board may from time to time prescribe.

ARTICLE VI
CERTIFICATE OF STOCK

Section 6.1.Stock Certificates.  Every holder of stock in the corporation shall be entitled to have a certificate signed by, or in the name of the corporation by, the Chairman, the Chief Executive Officer, the President or a Vice-President and the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the corporation, certifying the number or shares owned by him in the corporation.

Section 6.2.Signature on Stock Certificates.  Any or all of the signatures on a certificate may be a facsimile.  In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if such person were such officer at the date of issue.

Section 6.3.Stock Certificates.  The Board may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed.  When authorizing such issue of a new certificate or certificates, the Board may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as the

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Board shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation on account of the alleged loss, theft or destruction of such certificate or the issuance of such new certificate.

Section 6.4.Transfers of Stock.  Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transactions upon its books, unless the corporation has a duty to inquire as to adverse claims with respect to such transfer which has not been discharged.  The corporation shall have no duty to inquire into adverse claims with respect to such transfer unless: (a) the corporation has received a written notification of an adverse claim at a time and in a manner which affords the corporation a reasonable opportunity to act on it prior to the issuance of a new, reissued or reregistered share certificate, and the notification identifies the claimant, the registered owner and the issue of which the share or shares is a part and provides an address for communications directed to the claimant; and (b) the corporation has required and obtained, with respect to a fiduciary, a copy of a will, trust, indenture, articles of co-partnership, bylaws or other controlling instruments, for a purpose other than to obtain appropriate evidence of the appointment or incumbency of the fiduciary, and such documents indicate, upon reasonable inspection, the existence of an adverse claim.

Section 6.5.Discharge of Duty Regarding Transfer of Stock.  The corporation may discharge any duty of inquiry by any reasonable means, including notifying an adverse claimant by registered or certified mail at the address furnished by him or, if there be no such address, at his residence or regular place of business that the security has been presented for

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registration of transfer by a named person, and that the transfer will be registered unless, within thirty (30) days from the date of mailing the notification, either: (a) an appropriate restraining order, injunction or other process issues from a court of competent jurisdiction; or (b) an indemnity bond, sufficient in the corporation’s judgment to protect the corporation and any transfer agent, registrar or other agent of the corporation involved from any loss which it or they may suffer by complying with the adverse claim, is filed with the corporation.

Section 6.6.Registered stockholders.  Prior to due presentment for transfer of any share or shares, the corporation shall treat the registered owner thereof as the person exclusively entitled to vote, to receive notifications and to all other benefits of ownership with respect to such share or shares, and shall not be found to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the law of Delaware.

ARTICLE VII
GENERAL PROVISIONS

Section 7.1.Declaration of Dividends.  Dividends in respect of the capital stock of the corporation, subject to the provisions of the DGCL and the provisions of the Certificate of Incorporation, if any, may be declared by the Board at any regular or special meeting (or any action by written consent in lieu thereof in accordance with Section 3.9 of these bylaws).  Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation.

Section 7.2.Reservation of Funds Prior to Payment of Dividends.  Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, deem proper as a reserve or reserves to meet contingencies, or for purchasing any of the shares of

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capital stock, warrants, rights, options, bonds, debentures, notes, scrip or other securities or evidences of indebtedness of the corporation or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

Section 7.3.Disbursements.  All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other persons as the Board may from time to time designate.

Section 7.4.Fiscal Year.  The fiscal year of the corporation shall commence on March 1st of each year or at such other date as determined by the Board.

Section 7.5.Corporate Seal.  The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware”.  The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

ARTICLE VIII
AMENDMENTS

Section 8.1.Amendments.  These bylaws may be altered, amended or repealed, in whole or in part, or new bylaws may be adopted by the stockholders or by the Board; provided, however, that notice of such alteration, amendment, repeal or adoption of new bylaws be contained in the notice of such meeting of the stockholders or Board, as the case may be.  All such amendments must be approved by either the holders of a majority of the stock entitled to vote or by a majority of the entire Board then in office.

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ARTICLE IX
INDEMNIFICATION

Section 9.1.Power to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the corporation.  Subject to Section 9.3 of these bylaws, the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that such person is or was a director or officer of the corporation, or is or was a director or officer of the corporation serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

Section 9.2.Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the corporation.  Subject to Section 9.3 of these bylaws, the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor

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by reason of the fact that such person is or was a director or officer of the corporation, or is or was a director or officer of the corporation serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 9.3.Authorization of Indemnification.  Any indemnification under this Article IX (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 9.1 or Section 9.2 of these bylaws, as the case may be.  Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written

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opinion or (iv) by the stockholders.  Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the corporation.  To the extent, however, that a present or former director or officer of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

Section 9.4.Good Faith Defined.  For purposes of any determination under Section 9.3 of these bylaws, a person shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe such person’s conduct was unlawful, if such person’s action is based on the records or books of account of the corporation or another enterprise, or on information supplied to such person by the officers of the corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the corporation or another enterprise or on information or records given or reports made to the corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the corporation or another enterprise.  The provisions of this Section 9.4 of these bylaws, shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Section 9.2 or Section 9.3 of these bylaws, as the case may be.

Section 9.5.Indemnification by a Court.  Notwithstanding any contrary determination in the specific case under Section 9.3 of these bylaws, and notwithstanding the

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absence of any determination thereunder, any director or officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 9.1 or Section 9.2 of these bylaws.  The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 9.1 or Section 9.2 of these bylaws, as the case may be.  Neither a contrary determination in the specific case under Section 9.3 of these bylaws nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct.  Notice of any application for indemnification pursuant to this Section 9.5 of these bylaws shall be given to the corporation promptly upon the filing of such application.  If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Section 9.6.Expenses Payable in Advance.  Expenses (including attorneys’ fees) incurred, by a director or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this Article IX.  Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

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Section 9.7.Nonexclusivity of Indemnification and Advancement of Expenses.  The indemnification and advancement of expenses provided by, or granted pursuant to, this Article IX shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Certificate of Incorporation, these bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, it being the policy of the corporation that indemnification of the persons specified in Section 9.1 or Section 9.2 of these bylaws shall be made to the fullest extent permitted by law.  The provisions of this Article IX shall not be deemed to preclude the indemnification of any person who is not specified in Section 9.1 or Section 9.2 of these bylaws but whom the corporation has the power or obligation to indemnify under the provisions of the DGCL, or otherwise.

Section 9.8.Insurance.  The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was a director or officer of the corporation serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power or the obligation to indemnify such person against such liability under the provisions of this Article IX.

Section 9.9.Certain Definitions.  For purposes of this Article IX, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger

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which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article IX with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.  The term “another enterprise” as used in this Article IX shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the corporation as a director, officer, employee or agent.  For purposes of this Article IX, references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this Article IX.

Section 9.10.Survival of Indemnification and Advancement of Expenses.  The indemnification and advancement of expenses provided by, or granted pursuant to, this Article IX shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

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Section 9.11.Limitation on Indemnification.  Notwithstanding anything contained in this Article IX to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 9.5 of these bylaws), the corporation shall not be obligated to indemnify any director or officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with a proceeding (or part thereof) initiated by such person, unless such proceeding (or part thereof) was authorized or consented to by the corporation.

Section 9.12.Indemnification of Employees and Agents.  The corporation may, to the extent authorized from time to time by the Board, provide rights to indemnification and to the advancement of expenses to employees and agents of the corporation similar to those conferred in this Article IX to directors and officers of the corporation.

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EX-3.3

Exhibit 3.3

EX-3.4

Exhibit 3.4

AMENDED AND RESTATED BY-LAWS

OF

ASTI TRANSPORTATION SYSTEMS, INC.

(hereinafter called the “Corporation”)

ARTICLE I

OFFICES

Section 1.Registered Office.  The registered office of the Corporation shall be in the City of New Castler, County of New Castle, State of Delaware.

Section 2.Other Offices.  The Corporation may also have offices at such other places, both within and without the State of Delaware, as the Board of Directors may from time to time determine.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1.Place of Meetings.  Meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors.  The Board of Directors may, in its sole discretion, determine that a meeting of the stockholders shall not be held at any place, but may instead be held solely by means of remote communication in the manner authorized by the General Corporation Law of the State of Delaware (the “DGCL”).

Section 2.Annual Meetings.  The Annual Meeting of Stockholders for the election of directors shall be held on such date and at such time as shall be designated from time

to time by the Board of Directors.  Any other proper business may be transacted at the Annual Meeting of Stockholders.

Section 3.Special Meetings.  Unless otherwise required by law or by the certificate of incorporation of the Corporation, as amended and restated from time to time (the “Certificate of Incorporation”), Special Meetings of Stockholders, for any purpose or purposes, may be called by either (i) the Chairman, if there be one, or (ii) the President, (iii) any Vice President, if there be one, (iv) the Secretary or (v) any Assistant Secretary, if there be one, and shall be called by any such officer at the request in writing of (i) the Board of Directors, (ii) a committee of the Board of Directors that has been duly designated by the Board of Directors and whose powers and authority include the power to call such meetings or (iii) stockholders owning a majority of the capital stock of the Corporation issued and outstanding and entitled to vote.  Such request shall state the purpose or purposes of the proposed meeting.  At a Special Meeting of Stockholders, only such business shall be conducted as shall be specified in the notice of meeting (or any supplement thereto).

Section 4.Notice.  Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, and, in the case of a Special Meeting, the purpose or purposes for which the meeting is called.  Unless otherwise required by law, written notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to notice of and to vote at such meeting.

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Section 5.Adjournments.  Any meeting of the stockholders may be adjourned from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place, if any, thereof and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken.  At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting.  If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting in accordance with the requirements of Section 4 hereof shall be given to each stockholder of record entitled to notice of and to vote at the meeting.

Section 6.Quorum.  Unless otherwise required by applicable law or the Certificate of Incorporation, the holders of a majority of the Corporation’s capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business.  A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum.  If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, in the manner provided in Section 5 hereof, until a quorum shall be present or represented.

Section 7.Voting.  Unless otherwise required by law, the Certificate of Incorporation or these By-Laws, or permitted by the rules of any stock exchange on which the Corporation’s shares are listed and traded, any question brought before any meeting of the stockholders, other than the election of directors, shall be decided by the vote of the holders of a

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majority of the total number of votes of the Corporation’s capital stock represented at the meeting and entitled to vote on such question, voting as a single class.  Unless otherwise provided in the Certificate of Incorporation, and subject to Section 11(a) of this Article II, each stockholder represented at a meeting of the stockholders shall be entitled to cast one (1) vote for each share of the capital stock entitled to vote thereat held by such stockholder.  Such votes may be cast in person or by proxy as provided in Section 8 of this Article II.  The Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of the stockholders, in such officer’s discretion, may require that any votes cast at such meeting shall be cast by written ballot.

Section 8.Proxies.  Each stockholder entitled to vote at a meeting of the stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder as proxy, but no such proxy shall be voted upon after three years from its date, unless such proxy provides for a longer period.  Without limiting the manner in which a stockholder may authorize another person or persons to act for such stockholder as proxy, the following shall constitute a valid means by which a stockholder may grant such authority:

(i)A stockholder may execute a writing authorizing another person or persons to act for such stockholder as proxy.  Execution may be accomplished by the stockholder or such stockholder’s authorized officer, director, employee or agent signing such writing or causing such person’s signature to be affixed to such writing by any reasonable means, including, but not limited to, by facsimile signature.

(ii)A stockholder may authorize another person or persons to act for such stockholder as proxy by transmitting or authorizing the

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transmission of a telegram, cablegram or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such telegram, cablegram or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telegram, cablegram or other electronic transmission was authorized by the stockholder.  If it is determined that such telegrams, cablegrams or other electronic transmissions are valid, the inspectors or, if there are no inspectors, such other persons making that determination shall specify the information on which they relied.

Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission authorizing another person or persons to act as proxy for a stockholder may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used; provided, however, that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

Section 9.Consent of Stockholders in Lieu of Meeting.  Unless otherwise provided in the Certificate of Incorporation, any action required or permitted to be taken at any Annual or Special Meeting of Stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting

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at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of the stockholders are recorded.  Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.  Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered in the manner required by this Section 9 to the Corporation, written consents signed by a sufficient number of holders to take action are delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of the stockholders are recorded.  A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this Section 9, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the Corporation can determine (i) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act for the stockholder or proxyholder and (ii) the date on which such stockholder or proxyholder or authorized person or persons transmitted such telegram, cablegram or electronic transmission.  The date on which such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed.  No consent given by telegram, cablegram or other electronic transmission

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shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of the stockholders are recorded.  Delivery made to the Corporation’s registered office shall be made by hand or by certified or registered mail, return receipt requested.  Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation as provided above in this Section 9.

Section 10.List of Stockholders Entitled to Vote.  The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at

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the principal place of business of the Corporation.  In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation.  If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.  If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

Section 11.Record Date.

(a)In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting.  If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of the stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.  A determination of stockholders of record entitled to notice of or to vote at a meeting of the stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

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(b)In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors.  If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of the stockholders are recorded.  Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.  If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

Section 12.Stock Ledger.  The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 10 of this Article II or the books of the Corporation, or to vote in person or by proxy at any meeting of the stockholders.

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Section 13.Conduct of Meetings.  The Board of Directors of the Corporation may adopt by resolution such rules and regulations for the conduct of any meeting of the stockholders as it shall deem appropriate.  Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of any meeting of the stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting.  Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following:  (i) the establishment of an agenda or order of business for the meeting; (ii) the determination of when the polls shall open and close for any given matter to be voted on at the meeting; (iii) rules and procedures for maintaining order at the meeting and the safety of those present; (iv) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (v) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (vi) limitations on the time allotted to questions or comments by participants.

Section 14.Inspectors of Election.  In advance of any meeting of the stockholders, the Board of Directors, by resolution, the Chairman or the President shall appoint one or more inspectors to act at the meeting and make a written report thereof.  One or more other persons may be designated as alternate inspectors to replace any inspector who fails to act.  If no inspector or alternate is able to act at a meeting of the stockholders, the chairman of the meeting shall appoint one or more inspectors to act at the meeting.  Unless otherwise required by applicable law, inspectors may be officers, employees or agents of the Corporation.  Each

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inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability.  The inspector shall have the duties prescribed by law and shall take charge of the polls and, when the vote is completed, shall make a certificate of the result of the vote taken and of such other facts as may be required by applicable law.

ARTICLE III

DIRECTORS

Section 1.Number and Election of Directors.  The Board shall, upon adoption of these bylaws, consist of five directors, which number may be modified by decision of the Board from time to time by resolution of a majority of the full Board.  Except as provided in Section 2 of this Article III, directors shall be elected by a plurality of the votes cast at each Annual Meeting of Stockholders and each director so elected shall hold office until the next Annual Meeting of Stockholders and until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation or removal.  Directors need not be stockholders.

Section 2.Vacancies.  Unless otherwise required by law or the Certificate of Incorporation, vacancies on the Board of Directors or any committee thereof arising through death, resignation, removal, an increase in the number of directors constituting the Board of Directors or such committee or otherwise may be filled only by a majority of the directors then in office, though less than a quorum, or by a sole remaining director.  The directors so chosen shall, in the case of the Board of Directors, hold office until the next annual election and until their successors are duly elected and qualified, or until their earlier death, resignation or removal and, in the case of any committee of the Board of Directors, shall hold office until their

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successors are duly appointed by the Board of Directors or until their earlier death, resignation or removal.

Section 3.Duties and Powers.  The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws required to be exercised or done by the stockholders.

Section 4.Meetings.  The Board of Directors and any committee thereof may hold meetings, both regular and special, either within or without the State of Delaware.  Regular meetings of the Board of Directors or any committee thereof may be held without notice at such time and at such place as may from time to time be determined by the Board of Directors or such committee, respectively.   Special meetings of the Board of Directors may be called by the Chairman, if there be one, the President, or by any director.  Special meetings of any committee of the Board of Directors may be called by the chairman of such committee, if there be one, the President, or any director serving on such committee.  Notice thereof stating the place, date and hour of the meeting shall be given to each director (or, in the case of a committee, to each member of such committee) either by mail not less than forty-eight (48) hours before the date of the meeting, by telephone, telegram or electronic means on twenty-four (24) hours’ notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances.

Section 5.Organization.  At each meeting of the Board of Directors or any committee thereof, the Chairman of the Board of Directors or the chairman of such committee, as the case may be, or, in his or her absence or if there be none, a director chosen by a majority

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of the directors present, shall act as chairman.  Except as provided below, the Secretary of the Corporation shall act as secretary at each meeting of the Board of Directors and of each committee thereof.   In case the Secretary shall be absent from any meeting of the Board of Directors or of any committee thereof, an Assistant Secretary shall perform the duties of secretary at such meeting; and in the absence from any such meeting of the Secretary and all the Assistant Secretaries, the chairman of the meeting may appoint any person to act as secretary of the meeting.  Notwithstanding the foregoing, the members of each committee of the Board of Directors may appoint any person to act as secretary of any meeting of such committee and the Secretary or any Assistant Secretary of the Corporation may, but need not if such committee so elects, serve in such capacity.

Section 6.Resignations and Removals of Directors.  Any director of the Corporation may resign from the Board of Directors or any committee thereof at any time, by giving notice in writing or by electronic transmission to the Chairman of the Board of Directors, if there be one, the President or the Secretary of the Corporation and, in the case of a committee, to the chairman of such committee, if there be one.  Such resignation shall take effect at the time therein specified or, if no time is specified, immediately; and, unless otherwise specified in such notice, the acceptance of such resignation shall not be necessary to make it effective.  Except as otherwise required by applicable law and subject to the rights, if any, of the holders of shares of preferred stock then outstanding, any director or the entire Board of Directors may be removed from office at any time by the affirmative vote of the holders of at least a majority in voting power of the issued and outstanding capital stock of the Corporation entitled to vote in the election of directors.  Any director serving on a committee of the Board of Directors may be removed from such committee at any time by the Board of Directors.

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Section 7.Quorum.  Except as otherwise required by law, or the Certificate of Incorporation or the rules and regulations of any securities exchange or quotation system on which the Corporation’s securities are listed or quoted for trading, at all meetings of the Board of Directors or any committee thereof, a majority of the entire Board of Directors or a majority of the directors constituting such committee, as the case may be, shall constitute a quorum for the transaction of business and the act of a majority of the directors or committee members present at any meeting at which there is a quorum shall be the act of the Board of Directors or such committee, as applicable.  If a quorum shall not be present at any meeting of the Board of Directors or any committee thereof, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting of the time and place of the adjourned meeting, until a quorum shall be present.

Section 8.Actions of the Board by Written Consent.  Unless otherwise provided in the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all the members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or such committee.  Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 9.Meetings by Means of Conference Telephone.  Unless otherwise provided in the Certificate of Incorporation or these By-Laws, members of the Board of Directors of the Corporation, or any committee thereof, may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or other

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communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 9 shall constitute presence in person at such meeting.

Section 10.Committees.  The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation.  Each member of a committee must meet the requirements for membership, if any, imposed by applicable law and the rules and regulations of any securities exchange or quotation system on which the securities of the Corporation are listed or quoted for trading.  The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee.  Subject to the rules and regulations of any securities exchange or quotation system on which the securities of the Corporation are listed or quoted for trading, in the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another qualified member of the Board of Directors to act at the meeting in the place of any absent or disqualified member.  Any committee, to the extent permitted by law and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it.  Each committee shall keep regular minutes and report to the Board of Directors when required.  Notwithstanding anything to the contrary contained in this Article III, the resolution of the Board of Directors establishing any committee of the Board

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of Directors and/or the charter of any such committee may establish requirements or procedures relating to the governance and/or operation of such committee that are different from, or in addition to, those set forth in these By-Laws and, to the extent that there is any inconsistency between these By-Laws and any such resolution or charter, the terms of such resolution or charter shall be controlling.

Section 11.Compensation.  The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary for service as director, payable in cash or securities.  No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.  Members of special or standing committees may be allowed like compensation for service as committee members.

Section 12.Interested Directors.  No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because any such director’s or officer’s vote is counted for such purpose if: (i) the material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (ii) the material facts as to the director’s or officer’s

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relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board of Directors, a committee thereof or the stockholders.  Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

ARTICLE IV

OFFICERS

Section 1.General.  The officers of the Corporation shall be chosen by the Board of Directors and shall be a President, a Secretary and a Treasurer.  The Board of Directors, in its discretion, also may choose a Chairman of the Board of Directors (who must be a director) and one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers.  Any number of offices may be held by the same person, unless otherwise prohibited by law, the Certificate of Incorporation or these By-Laws.  The officers of the Corporation need not be stockholders of the Corporation nor, except in the case of the Chairman of the Board of Directors, need such officers be directors of the Corporation.

Section 2.Election.  The Board of Directors, at its first meeting held after each Annual Meeting of Stockholders (or action by written consent of stockholders in lieu of the Annual Meeting of Stockholders), shall elect the officers of the Corporation who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors; and each officer of the Corporation shall hold office until such officer’s successor is elected and qualified, or until such officer’s earlier

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death, resignation or removal.  Any officer elected by the Board of Directors may be removed at any time by the Board of Directors.  Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors.  The salaries of all officers of the Corporation shall be fixed by the Board of Directors.

Section 3.Voting Securities Owned by the Corporation.  Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the President or any Vice President or any other officer authorized to do so by the Board of Directors and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present.  The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

Section 4.Chairman of the Board of Directors.  The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the stockholders and of the Board of Directors.  The Chairman of the Board of Directors shall be the Chief Executive Officer of the Corporation, unless the Board of Directors designates the President as the Chief Executive Officer, and, except where by law the signature of the President is required, the Chairman of the Board of Directors shall possess the same power as the President to sign all contracts, certificates and other instruments of the Corporation which may be authorized by the Board of Directors.  During the absence or disability of the President, the Chairman of the Board of Directors shall

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exercise all the powers and discharge all the duties of the President.  The Chairman of the Board of Directors shall also perform such other duties and may exercise such other powers as may from time to time be assigned by these By-Laws or by the Board of Directors.

Section 5.President.  The President shall, subject to the control of the Board of Directors and, if there be one, the Chairman of the Board of Directors, have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect.  The President shall execute all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these By-Laws, the Board of Directors or the President.  In the absence or disability of the Chairman of the Board of Directors, or if there be none, the President shall preside at all meetings of the stockholders and, provided the President is also a director, the Board of Directors.  If there be no Chairman of the Board of Directors, or if the Board of Directors shall otherwise designate, the President shall be the Chief Executive Officer of the Corporation.  The President shall also perform such other duties and may exercise such other powers as may from time to time be assigned to such officer by these By-Laws or by the Board of Directors.

Section 6.Vice Presidents.  At the request of the President or in the President’s absence or in the event of the President’s inability or refusal to act (and if there be no Chairman of the Board of Directors), the Vice President, or the Vice Presidents if there are more than one (in the order designated by the Board of Directors), shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions

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upon the President.  Each Vice President shall perform such other duties and have such other powers as the Board of Directors from time to time may prescribe.  If there be no Chairman of the Board of Directors and no Vice President, the Board of Directors shall designate the officer of the Corporation who, in the absence of the President or in the event of the inability or refusal of the President to act, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.

Section 7.Secretary.  The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for committees of the Board of Directors when required.  The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors, the Chairman of the Board of Directors or the President, under whose supervision the Secretary shall be.  If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the stockholders and special meetings of the Board of Directors, and if there be no Assistant Secretary, then either the Board of Directors or the President may choose another officer to cause such notice to be given.  The Secretary shall have custody of the seal of the Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary.  The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest to the affixing by such officer’s signature.  The Secretary shall see that all books, reports, statements, certificates

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and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

Section 8.Treasurer.  The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.  The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all transactions as Treasurer and of the financial condition of the Corporation.  If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office of the Treasurer and for the restoration to the Corporation, in case of the Treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the Treasurer’s possession or under the Treasurer’s control belonging to the Corporation.

Section 9.Assistant Secretaries.  Assistant Secretaries, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice President, if there be one, or the Secretary, and in the absence of the Secretary or in the event of the Secretary’s inability or refusal to act, shall perform the duties of the Secretary, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Secretary.

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Section 10.Assistant Treasurers.  Assistant Treasurers, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice President, if there be one, or the Treasurer, and in the absence of the Treasurer or in the event of the Treasurer’s inability or refusal to act, shall perform the duties of the Treasurer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Treasurer.  If required by the Board of Directors, an Assistant Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office of Assistant Treasurer and for the restoration to the Corporation, in case of the Assistant Treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the Assistant Treasurer’s possession or under the Assistant Treasurer’s control belonging to the Corporation.

Section 11.Other Officers.  Such other officers as the Board of Directors may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors.  The Board of Directors may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

ARTICLE V

STOCK

Section 1.Form of Certificates.  Every holder of stock in the Corporation shall be entitled to have a certificate signed by, or in the name of the Corporation (i) by the Chairman of the Board of Directors, or the President or a Vice President and (ii) by the Treasurer

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or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by such stockholder in the Corporation.

Section 2.Signatures.  Any or all of the signatures on a certificate may be a facsimile.  In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

Section 3.Lost Certificates.  The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed.  When authorizing such issue of a new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or such owner’s legal representative, to advertise the same in such manner as the Board of Directors shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate or the issuance of such new certificate.

Section 4.Transfers.  Stock of the Corporation shall be transferable in the manner prescribed by applicable law and in these By-Laws.  Transfers of stock shall be made on the books of the Corporation only by the person named in the certificate or by such person’s attorney lawfully constituted in writing and upon the surrender of the certificate therefor, properly endorsed for transfer and payment of all necessary transfer taxes; provided, however, that such surrender and endorsement or payment of taxes shall not be required in any case in

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which the officers of the Corporation shall determine to waive such requirement.  Every certificate exchanged, returned or surrendered to the Corporation shall be marked “Cancelled,” with the date of cancellation, by the Secretary or Assistant Secretary of the Corporation or the transfer agent thereof.  No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred.

Section 5.Dividend Record Date.  In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action.  If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 6.Record Owners.  The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by law.

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Section 7.Transfer and Registry Agents.  The Corporation may from time to time maintain one or more transfer offices or agencies and registry offices or agencies at such place or places as may be determined from time to time by the Board of Directors.

ARTICLE VI

NOTICES

Section 1.Notices.  Whenever written notice is required by law, the Certificate of Incorporation or these By-Laws, to be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at such person’s address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail.  Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Corporation under applicable law, the Certificate of Incorporation or these By-Laws shall be effective if given by a form of electronic transmission if consented to by the stockholder to whom the notice is given.  Any such consent shall be revocable by the stockholder by written notice to the Corporation.  Any such consent shall be deemed to be revoked if (i) the Corporation is unable to deliver by electronic transmission two (2) consecutive notices by the Corporation in accordance with such consent and (ii) such inability becomes known to the Secretary or Assistant Secretary of the Corporation or to the transfer agent, or other person responsible for the giving of notice; provided, however, that the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.  Notice given by electronic transmission, as described above, shall be deemed given: (i) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (ii) if by electronic mail, when directed

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to an electronic mail address at which the stockholder has consented to receive notice; (iii) if by a posting on an electronic network, together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and (iv) if by any other form of electronic transmission, when directed to the stockholder.  Notice to directors or committee members may be given personally or by telegram, telex, cable or by means of electronic transmission.

Section 2.Waivers of Notice.  Whenever any notice is required by applicable law, the Certificate of Incorporation or these By-Laws, to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed by the person or persons entitled to notice, or a waiver by electronic transmission by the person or persons entitled to notice, whether before or after the time stated therein, shall be deemed equivalent thereto.  Attendance of a person at a meeting, present in person or represented by proxy, shall constitute a waiver of notice of such meeting, except where the person attends the meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any Annual or Special Meeting of Stockholders or any regular or special meeting of the directors or members of a committee of directors need be specified in any written waiver of notice unless so required by law, the Certificate of Incorporation or these By-Laws.

ARTICLE VII

GENERAL PROVISIONS

Section 1.Dividends.  Dividends upon the capital stock of the Corporation, subject to the requirements of the DGCL and the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting of the Board of

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Directors (or any action by written consent in lieu thereof in accordance with Section 8 of Article III hereof), and may be paid in cash, in property, or in shares of the Corporation’s capital stock.  Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for purchasing any of the shares of capital stock, warrants, rights, options, bonds, debentures, notes, scrip or other securities or evidences of indebtedness of the Corporation, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.

Section 2.Disbursements.  All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 3.Fiscal Year.  The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 4.Corporate Seal.  The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”.  The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE VIII

INDEMNIFICATION

Section 1.Power to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Corporation.  Subject to Section 3 of this Article VIII, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party

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to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation), by reason of the fact that such person is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

Section 2.Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation.  Subject to Section 3 of this Article VIII, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by

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such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 3.Authorization of Indemnification.  Any indemnification under this Article VIII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be.  Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders.  Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation.  To the extent, however, that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or

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proceeding described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

Section 4.Good Faith Defined.  For purposes of any determination under Section 3 of this Article VIII, a person shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe such person’s conduct was unlawful, if such person’s action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to such person by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise.  The provisions of this Section 4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be.

Section 5.Indemnification by a Court.  Notwithstanding any contrary determination in the specific case under Section 3 of this Article VIII, and notwithstanding the absence of any determination thereunder, any director or officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 1 or Section 2 of this Article VIII.  The basis of such indemnification by a court shall be a determination by such

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court that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be.  Neither a contrary determination in the specific case under Section 3 of this Article VIII nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct.  Notice of any application for indemnification pursuant to this Section 5 shall be given to the Corporation promptly upon the filing of such application.  If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Section 6.Expenses Payable in Advance.  Expenses (including attorneys’ fees) incurred by a director or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in this Article VIII.  Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate.

Section 7.Nonexclusivity of Indemnification and Advancement of Expenses.  The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Certificate of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested directors or

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otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Section 1 and Section 2 of this Article VIII shall be made to the fullest extent permitted by law.  The provisions of this Article VIII shall not be deemed to preclude the indemnification of any person who is not specified in Section 1 or Section 2 of this Article VIII but whom the Corporation has the power or obligation to indemnify under the provisions of the DGCL, or otherwise.

Section 8.Insurance.  The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power or the obligation to indemnify such person against such liability under the provisions of this Article VIII.

Section 9.Certain Definitions.  For purposes of this Article VIII, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position

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under the provisions of this Article VIII with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.  The term “another enterprise” as used in this Article VIII shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent.  For purposes of this Article VIII, references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VIII.

Section 10.Survival of Indemnification and Advancement of Expenses.  The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 11.Limitation on Indemnification.  Notwithstanding anything contained in this Article VIII to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 5 of this Article VIII), the Corporation shall not be obligated to indemnify any director or officer (or his or her heirs, executors or personal or

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legal representatives) or advance expenses in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.

Section 12.Indemnification of Employees and Agents.  The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article VIII to directors and officers of the Corporation.

ARTICLE IX

AMENDMENTS

Section 1.Amendments.  These By-Laws may be altered, amended or repealed, in whole or in part, or new By-Laws may be adopted by the stockholders or by the Board of Directors; provided, however, that notice of such alteration, amendment, repeal or adoption of new By-Laws be contained in the notice of such meeting of the stockholders or Board of Directors, as the case may be.  All such amendments must be approved by either the holders of a majority of the outstanding capital stock entitled to vote thereon or by a majority of the entire Board of Directors then in office.

Section 2.Entire Board of Directors.  As used in this Article IX and in these By-Laws generally, the term “entire Board of Directors” means the total number of directors which the Corporation would have if there were no vacancies.

* * *

Adopted as of: August 6, 2010

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EX-3.5

Exhibit 3.5

EX-3.6

Exhibit 3.6

AMENDED AND RESTATED BYLAWS OF

EII TRANSPORT INC.

ARTICLE I

OFFICES

Section 1.1.  Registered Office.  The registered office of EII Transport Inc. (the “Corporation”) in the Commonwealth of Pennsylvania (the “Commonwealth”) shall be as specified in the Articles of Incorporation of the Corporation as they may from time to time be amended (the “Articles”) or at such other place as the Board of Directors of the Corporation (the “Board”) may specify in a statement of change of registered office filed with the Department of State of the Commonwealth.

Section 1.2.  Other Offices.  The Corporation may also have an office or offices at such other place or places either within or without the Commonwealth as the Board may from time to time determine or the business of the Corporation requires.

ARTICLE II

MEETINGS OF THE SHAREHOLDERS

Section 2.1.  Place.  All meetings of shareholders shall be held at such places, within or without the Commonwealth, as the Board may from time to time determine.

Section 2.2.  Annual Meeting.  A meeting of the shareholders for the election of members of the Board and the transaction of such other business as may properly be brought before the meeting shall be held once each calendar year on such date and at such time as may be fixed by the Board.

Section 2.3.  Written Ballot.  Unless required by a vote of the shareholders before the voting begins, elections of directors need not be by written ballot.

Section 2.4.  Special Meetings.  Special meetings of the shareholders, for any purpose or purposes, may be called at any time by: (a) the Board, (b) unless otherwise provided in the Articles, by shareholders entitled to cast at least twenty percent (20%) of the votes that all shareholders are entitled to cast at the particular meeting, or (c) by the President of the Corporation.  Any request for a special meeting of shareholders shall state the purpose or purposes of the proposed meeting.  Upon receipt of any such request, it shall be the duty of the Secretary of the Corporation to fix the time of the meeting which, if the meeting is called pursuant to a statutory right, shall be held not more than sixty (60) days after receipt of the request.  If the Secretary of the Corporation shall neglect or refuse to fix the date of the meeting and give notice thereof, the person or persons calling the meeting may do so.

Section 2.5.  Scope of Special Meetings.  Business transacted at any special meeting shall be confined to the business stated in the notice.

Section 2.6.  Notice.  Written notice of every meeting of the shareholders, stating the place, the date and hour thereof and, in the case of a special meeting of the shareholders, the general nature of the business to be transacted thereat, shall be given in a manner consistent with applicable law.

Any notice of any meeting of shareholders may state that, for purposes of any meeting that has been previously adjourned for one or more periods aggregating at least fifteen (15) days because of an absence of a quorum, the shareholders entitled to vote who attend such a meeting, although less than a quorum pursuant to Section 2.7 of these Bylaws, shall nevertheless constitute a quorum for the purpose of acting upon any matter set forth in the original notice of the meeting that was so adjourned.

Section 2.7.  Quorum.  The shareholders present in person or by proxy, entitled to cast at least a majority of the votes that all shareholders are entitled to cast on any particular matter to be acted upon at the meeting, shall constitute a quorum for the purposes of consideration of, and action on, such matter.

The shareholders present in person or by proxy at a duly organized meeting can continue to do business until the adjournment thereof notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

If a meeting cannot be organized because a quorum has not attended, the shareholders present in person or by proxy may, except as otherwise provided by the Pennsylvania Business Corporation Law of 1988, as amended from time to time (the “1988 BCL”) and subject to the provisions of Section 2.8 of these Bylaws, adjourn the meeting to such time and place as they may determine.

Section 2.8.  Adjournment.  Adjournments of any regular or special meeting may be taken, but any meeting at which directors are to be elected shall be adjourned only from day to day, or for such longer periods not exceeding fifteen days each as the shareholders present and entitled to vote shall direct, until the directors have been elected.  Other than as provided in the last sentence of Section 2.6 of these Bylaws, notice of the adjourned meeting or the business to be transacted thereat need not be given, other than announcement at the meeting at which adjournment is taken, unless the Board fixes a new record date for the adjourned meeting or the 1988 BCL requires notice of the business to be transacted and such notice has not previously been given.  At any adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted at the meeting as originally noticed.

Those shareholders entitled to vote, present in person or by proxy, although less than a quorum, shall nevertheless constitute a quorum for the purpose of (a) electing directors at a meeting called for the election of directors that has been previously adjourned for lack of a quorum, and (b) acting, at a meeting that has been adjourned for one or more periods aggregating fifteen (15) days because of an absence of a quorum, upon any matter set forth in the original notice of such adjourned meeting.

Section 2.9.  Majority Voting.  Any matter brought before a duly organized meeting for a vote of the shareholders shall be decided by a majority of the votes cast at such

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meeting by the shareholders present in person or by proxy and entitled to vote thereon, unless the matter is one for which a different vote is required by these Bylaws or applicable law, in any of which case(s) such express provision shall govern and control the decision on such matter.

Section 2.10.  Voting Rights.  Except as otherwise provided in the Articles, at every meeting of the shareholders, every shareholder entitled to vote shall have the right to one vote for each share having voting power standing in his or her name on the books of the Corporation.  Shares of the Corporation owned by it, directly or indirectly, and controlled by the Board, directly or indirectly, shall not be voted.

Section 2.11.Election of Directors.  Shareholders shall not have the right to cumulate votes in the election of directors.  In the election of directors, each shareholder shall have the right to cast a number of votes equal to the number shares standing in such shareholder’s name on the books of the corporation, and shall have the right to cast such number of votes (without cumulation) for a number of candidates equal to the number of directors to be elected.  (For example, if 40 shares stand in a shareholder’s name on the books of the corporation and three directors are to be elected, then such shareholder shall have the right to cast 40 votes for each of three candidates.)   The candidates for election as directors receiving the highest numbers of votes cast, even though not a majority of the votes cast, shall be elected.  If a class or group of classes of shares is entitled to elect directors separately, then voting in the election of directors shall proceed by class but otherwise as set forth in the preceding sentences.

Section 2.12.  Proxies.  Every shareholder entitled to vote at a meeting of the shareholders or to express consent or dissent to corporate action in writing may authorize another person to act for him or her by proxy.  The presence of, or vote or other action at a meeting of shareholders, or the expression of consent or dissent to corporate action in writing, by a proxy of a shareholder, shall constitute the presence of, or vote or action by, or written consent or dissent of the shareholder.  Every proxy shall be executed in writing by the shareholder or by the shareholder’s duly authorized attorney-in-fact and filed with the Secretary of the Corporation.  A proxy, unless coupled with an interest, shall be revocable at will, notwithstanding any other agreement or any provision in the proxy to the contrary, but the revocation of a proxy shall not be effective until written notice of revocation has been given to the Secretary of the Corporation.  No unrevoked proxy shall be valid after three years from the date of its execution, unless a longer time is expressly provided therein.  A proxy shall not be revoked by the death or incapacity of the maker unless, before the vote is counted or the authority is exercised, written notice of such death or incapacity is given to the Secretary of the Corporation or its designated agent.

Section 2.13.  Voting Lists.  The officer or agent having charge of the transfer books for securities of the Corporation shall make a complete list of the shareholders entitled to vote at a meeting of the shareholders, arranged in alphabetical order, with the address of and the number of shares held by each shareholder.  This list shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting.

Section 2.14.  Judges of Election.  In advance of any meeting of the shareholders, the Board may appoint judges of election, who need not be shareholders, to act at such meeting

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or any adjournment thereof.  If judges of election are not so appointed, the presiding officer of any such meeting may, and on the request of any shareholder shall, appoint judges of election at the meeting.  The number of judges shall be one or three, as determined by the Board to be appropriate under the circumstances.  No person who is a candidate for office to be filled at the meeting shall act as a judge at the meeting.

The judges of election shall do all such acts as may be proper to conduct the election or vote with fairness to all shareholders, and shall make a written report of any matter determined by them and execute a certificate of any fact found by them, if requested by the presiding officer of the meeting or any shareholder or the proxy of any shareholder.  If there are three judges of election, the decision, act or certificate of a majority shall be effective in all respects as the decision, act or certificate of all.

Section 2.15.  Participation by Conference Call.  The right of any shareholder to participate in any shareholders’ meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting may hear each other, in which event all shareholders so participating shall be deemed present at such meeting, shall be granted solely in the discretion of the Board.

ARTICLE III

SHAREHOLDER ACTION BY WRITTEN CONSENT

Section 3.1.  Unanimous Written Consent.  Any action required or permitted to be taken at a meeting of the shareholders or of a class of shareholders may be taken without a meeting if, prior or subsequent to the action, a consent or consents thereto in writing, setting forth the action so taken, shall be signed by all of the shareholders who would be entitled to vote at a meeting for such purpose and filed with the Secretary of the Corporation.

Section 3.2.  Partial Written Consent.  Any action required or permitted to be taken at a meeting of the shareholders or of a class of shareholders may be taken without a meeting upon the written consent of shareholders who would have been entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote thereon were present and voting.  The consents shall be filed with the Secretary of the Corporation.  An action taken pursuant to this section shall not become effective until after at least ten (10) days written notice has been given to each shareholder entitled to vote thereon who has not consented thereto.

Section 3.3.  Record Date - Consents.  Except as otherwise provided in Section 8.1 of these Bylaws, the record date for determining shareholders entitled to (a) express consent or dissent to action in writing without a meeting, when prior action by the Board is not necessary, (b) call a special meeting of the shareholders or (c) propose an amendment of the Articles, shall be at the close of business on the day on which the first written consent or dissent, request for a special meeting or petition proposing an amendment of the Articles is filed with the Secretary of the Corporation.  If prior action by the Board is necessary, the record date for determining such shareholders shall be at the close of business on the day on which the Board adopts the resolution relating to such action.

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ARTICLE IV

DIRECTORS

Section 4.1.  Number and Qualifications.  The Board shall, upon adoption of these bylaws, consist of five directors.  Except as provided in Section 4.4 of these Bylaws in the case of vacancies, directors shall be elected by the shareholders.  Directors shall be natural persons of full age and need not be residents of the Commonwealth or security holders of the Corporation.

Section 4.2.  Term.  Each director shall be elected for a one year term and until his successor has been selected and qualified or until his earlier death, resignation or removal.  Any director may resign at any time upon written notice to the Corporation.  The resignation shall be effective upon receipt thereof by the corporation or at such subsequent time as shall be specified in the notice of resignation.

Section 4.3.  Nominations of Directors.  Nominees for election to the Board shall be selected by the Board or a committee of the Board to which the Board has delegated the authority to make such selections.  The Board or such committee, as the case may be, may consider written recommendations from shareholders for nominees for election to the Board provided any such recommendation, together with (a) a written description of the proposed nominee’s qualifications and other relevant biographical information, (b) a description of any arrangements or understandings among the recommending shareholder and each nominee and any other person with respect to such nomination, and (c) the consent of each nominee to serve as a director of the Corporation if so elected, is received by the Secretary of the Corporation not later than the tenth (10th) day after the giving of notice of the meeting at which directors are to be elected.  Only persons duly nominated for election to the Board in accordance with this Section 4.3 shall be eligible for election to the Board.

Section 4.4.  Vacancies.  Vacancies in the Board, including vacancies resulting from an increase in the number of directors, may be filled by a majority vote of the remaining members of the Board, even though less than a quorum, or by a sole remaining director, and each person so elected shall serve as a director for the balance of the unexpired term.  If one or more directors resign from the Board effective at a future date, the directors then in office, including those who have resigned, shall have the power to fill the vacancies by a majority vote, the vote thereon to take effect when the resignations become effective.

Section 4.5.  Removal.  The entire Board or any one or more directors may be removed from office without assigning any cause by the vote of the shareholders.

Section 4.6.  Powers.  The business and affairs of the Corporation shall be managed under the direction of its Board, which may exercise all powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles or these Bylaws directed or required to be exercised and done by the shareholders.

Section 4.7.  Place of Board Meetings.  Meetings of the Board may be held at such place within or without the Commonwealth as the Board may from time to time appoint or as may be designated in the notice of the meeting.

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Section 4.8.  First Meeting of Newly Elected Board.  The first meeting of each newly elected Board may be held at the same place and immediately after the meeting at which such directors were elected and no notice shall be required other than announcement at such meeting.  If such first meeting of the newly elected Board is not so held, notice of such meeting shall be given in the same manner as set forth in Section 4.9 of these Bylaws with respect to notice of regular meetings of the Board.

Section 4.9.  Regular Board Meetings; Notice.  Regular meetings of the Board may be held at such times and places as shall be determined from time to time by resolution of at least a majority of the whole Board at a duly convened meeting, or by unanimous written consent.  The Secretary may, but need not, provide notice of each regular meeting of the Board, specifying the date, place and hour of the meeting.

Section 4.10.  Special Board Meetings; Notice.  Special meetings of the Board may be called by the President of the Corporation on notice to each director, specifying the date, place and hour of the meeting and given not less than five days before the day named for the meeting.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board need be specified in the notice of the meeting.

Section 4.11.  Quorum of the Board.  At all meetings of the Board, the presence of a majority of the directors in office shall constitute a quorum for the transaction of business, and the acts of a majority of the directors present and voting at a meeting at which a quorum is present shall be the acts of the Board.  If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting.  It shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted thereat other than by announcement at the meeting at which such adjournment is taken.

Section 4.12.  Committees of Directors.  The Board may, by resolution adopted by a majority of the directors in office, establish one or more committees, each committee to consist of one or more of the directors, and may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee or for the purposes of any written action by the committee.  Any such committee, to the extent provided in such resolution of the Board, shall have and may exercise all of the powers and authority of the Board; except those powers and authority prohibited by applicable law.  In the absence or disqualification of a member or alternate member or members of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not a quorum is present, may unanimously appoint another director to act at the meeting in the place of any absent or disqualified member.  Minutes of all meetings of any committee of the Board shall be kept by the person designated by such committee to keep such minutes.  Copies of such minutes and any writing setting forth an action taken by written consent without a meeting shall be distributed to each member of the Board promptly after such meeting is held or such action is taken.  Each committee of the Board shall serve at the pleasure of the Board.

Section 4.13.  Participation in Board Meetings by Telephone.  One or more directors may participate in a meeting of the Board or of a committee of the Board by means of conference telephone or similar communications equipment by means of which all persons

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participating in the meeting can hear each other, and all directors so participating shall be deemed present at the meeting.

Section 4.14.  Action by Consent of Directors.  Any action required or permitted to be taken at a meeting of the Board or of a committee of the Board may be taken without a meeting if, prior or subsequent to the action, a consent or consents in writing setting forth the action so taken shall be signed by all of the directors in office or the members of the committee, as the case may be, and filed with the Secretary of the Corporation.

Compensation of Directors.  The Board may, by resolution, fix the compensation of directors for their services as directors.  A director may also serve the Corporation in any other capacity and receive compensation therefore.

Section 4.15.  Directors’ Liability.  No person who is or was a director of the Corporation shall be personally liable for monetary damages for any action taken, or any failure to take any action, unless (a) such director has breached or failed to perform the duties of his or her office under the 1988 BCL and (b) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness, or unless such liability is imposed pursuant to a criminal statute or for the payment of taxes pursuant to local, state or federal law.

ARTICLE V

OFFICERS

Section 5.1.  Principal Officers.  The officers of the Corporation shall be chosen by the Board, and shall include a President, a Vice President, a Secretary and a Treasurer (each a “Principal Officer”)  Each officer shall be natural persons of full age.  The Treasurer may be a corporation, but if a natural person, shall be of full age.  Any number of offices may be held by the same person.

Section 5.2.  Electing Principal Officers.  The Board, immediately after each annual meeting of the shareholders, shall elect the Principal Officers of the Corporation, none of whom need be members of the Board.

Section 5.3.  Other Officers.  The Corporation may have such other officers, assistant officers, agents and employees as the Board may deem necessary, each of whom shall hold office for such period, have such authority and perform such duties as the Board or the President may from time to time determine.  The Board may delegate to any Principal Officer the power to appoint or remove, and set the compensation of, any such other officers and any such agents or employees.

Section 5.4.  Compensation.  Except as provided in Section 5.3 of these Bylaws, the salaries of all officers of the Corporation shall be fixed by the Board.

Section 5.5.  Term of Office; Removal.  Each officer of the Corporation shall hold office until his or her successor has been chosen and qualified or until his or her earlier death, resignation or removal.  Vacancies of any office shall be filled by the Board.  Any officer or agent may be removed by the Board with or without cause, but such removal shall be without

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prejudice to the contract rights, if any, of the person so removed.  The election or appointment of an officer or agent shall not of itself create any contract rights.

Section 5.5.  The President.  The President shall preside at all meetings of the shareholders and directors, shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board are carried into effect.

Section 5.6.  The Vice-President.  The Vice-President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President, and shall perform such other duties as the Board may prescribe or the President may delegate to him or her.

Section 5.7.  The Secretary.  The Secretary shall attend all sessions of the Board and all meetings of the shareholders and record all the votes of the Corporation and the minutes of all the transactions in a book to be kept for that purpose, and shall perform like duties for the committees of the Board when required.  The Secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the Board, and shall perform such other duties as may be prescribed by the Board or the President, under whose supervision the Secretary shall be.  He or she shall keep in safe custody the corporate seal, if any, of the Corporation.

Section 5.8.  The Treasurer.

(a)The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as shall be designated by the Board.

(b)The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and directors, at the regular meetings of the Board, or whenever they may require it, an account of all his or her transactions as Treasurer.

Section 5.9.  Bonds.  If required by the Board, any officer shall give the Corporation a bond in such sum, and with such surety or sureties as may be satisfactory to the Board, for the faithful discharge of the duties of his or her office and for the restoration to the Corporation, in the case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Corporation.

ARTICLE VI

CERTIFICATES FOR SHARES

Section 6.1.  Share Certificates.  The shares of the Corporation shall be represented by certificates or shall be uncertificated shares.  Except as provided by law, the rights and obligations of the holders of shares represented by certificates and the rights and obligations of the holders of uncertificated shares of the same class and series shall be identical.

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The certificates representing shares of the Corporation shall be numbered and registered in a share register as they are issued.  The share register shall exhibit the names and addresses of all registered holders and the number and class of shares and the series, if any, held by each.  The Certificate shall state that the Corporation is incorporated under the laws of the Commonwealth, the name of the registered holder and the number and class of shares and the series, if any, represented thereby.

Section 6.2.  Execution of Certificates.  Every share certificate shall be executed, by facsimile or otherwise, by or on behalf of the Corporation issuing the shares in such manner as it may determine.

ARTICLE VII

TRANSFER OF SHARES

Section 7.1.  Transfer; Duty of Inquiry.  Upon presentment to the Corporation or its transfer agent of a share certificate endorsed by the appropriate person or accompanied by proper evidence of succession, assignment or authority to transfer in conformity with the transfer restrictions indicated on the share certificate and in the Stock Restriction Agreement, a new certificate shall be issued to the person entitled thereto and the old certificate cancelled and the transfer registered upon the books of the Corporation, unless the Corporation or its transfer agent has a duty to inquire as to adverse claims with respect to such transfer which has not been discharged.  The Corporation shall have no duty to inquire into adverse claims with respect to transfers of its securities or the rightfulness thereof unless (a) the Corporation has received written notification of an adverse claim at a time and in a manner which affords the Corporation a reasonable opportunity to act on it before the issuance of a new, reissued or re-registered share certificate and the notification identifies the claimant, the registered owner and the issue of which the share or shares are a part and provides an address for communications directed to the claimant; or (b) the Corporation has required and obtained, with respect to a fiduciary, a copy of a will, trust, indenture, articles of co-partnership, bylaws or other controlling instruments, for a purpose other than to obtain appropriate evidence of the appointment or incumbency of the fiduciary, and such documents indicate, upon reasonable inspection, the existence of an adverse claim.

Section 7.2.  Discharging Duty of Inquiry.  The Corporation may discharge any duty of inquiry by any reasonable means, including notifying an adverse claimant by registered or certified mail at the address furnished by the claimant or, if there is no such address, at the claimant’s residence or regular place of business, that the security has been presented for registration of transfer by a named person, and that the transfer will be registered unless within thirty (30) days from the date of mailing the notification, either (a) an appropriate restraining order, injunction or other process issues from a court of competent jurisdiction or (b) an indemnity bond, sufficient in the Corporation’s judgment to protect the Corporation and any transfer agent, registrar or other agent of the Corporation involved from any loss which it or they may suffer by complying with the adverse claim, is filed with the Corporation.

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ARTICLE VIII

RECORD DATE; IDENTITY OF SHAREHOLDERS

Section 8.1.  Record Date.  The Board may fix a time, prior to the date of any meeting of the shareholders, as a record date for the determination of the shareholders entitled to notice of, or to vote at, the meeting, which time, except in the case of an adjourned meeting, shall not be more than ninety (90) days prior to the date of the meeting.  Only the shareholders of record at the close of business on the date so fixed shall be entitled to notice of, or to vote at, such meeting, notwithstanding any transfer of securities on the books of the Corporation after any record date so fixed.  The Board may similarly fix a record date for the determination of shareholders for any other purpose.  When a determination of shareholders of record has been made as herein provided for purposes of a meeting, the determination shall apply to any adjournment thereof unless the Board fixes a new record date for the adjourned meeting.

Section 8.2.  Certification of Nominee.  The Board may adopt a procedure whereby a shareholder may certify in writing to the Secretary of the Corporation that all or a portion of the shares registered in the name of the shareholder are held for the account of a specified person or persons.  The Board, in adopting such procedure, may specify (a) the classification of shareholder who may certify, (b) the purpose or purposes for which the certification may be made, (c) the form of certification and the information to be contained therein, (d) as to certifications with respect to a record date, the date after the record date by which the certification must be received by the Secretary of the Corporation, and (e) such other provisions with respect to the procedure as the Board deems necessary or desirable.  Upon receipt by the Secretary of the Corporation of a certification complying with this procedure, the persons specified in the certification shall be deemed, for the purpose or purposes set forth in the certification, to be the holders of record of the number of shares specified instead of the persons making the certification.

ARTICLE IX

REGISTERED SHAREHOLDERS

Section 9.1.  Before due presentment for transfer of any shares, the Corporation shall treat the registered owner thereof as the person exclusively entitled to vote, to receive notifications and otherwise to exercise all the rights and powers of an owner, and shall not be bound to recognize any equitable or other claim or interest in such securities, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the Commonwealth or these Bylaws.

ARTICLE X

LOST CERTIFICATES

Section 10.1.  If the owner of a share certificate claims that it has been lost, destroyed, or wrongfully taken, the Corporation shall issue a new certificate in place of the original certificate if the owner so requests before the Corporation has notice that the certificate

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has been acquired by a bona fide purchaser, and if the owner has filed with the Corporation an indemnity bond and an affidavit of the facts satisfactory to the Board or its designated agent, and has complied with such other reasonable requirements, if any, as the Board may deem appropriate.

ARTICLE XI

DISTRIBUTIONS

Section 11.1.  Distributions.  Distributions upon the shares of the Corporation, whether by dividend, purchase or redemption or other acquisition of its shares subject to any provisions of the Articles related thereto, may be authorized by the Board at any regular or special meeting of the Board and may be paid directly or indirectly in cash, in property or by the incurrence of indebtedness by the Corporation.

Section 11.2.  Reserves.  Before the making of any distributions, there may be set aside out of any funds of the Corporation available for distributions such sum or sums as the Board from time to time, in its absolute discretion, deems proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Board shall deem conducive to the interests of the Corporation, and the Board may abolish any such reserve in the manner in which it was created.

Section 11.3.  Stock Dividends/Splits.  Stock dividends or splits upon the shares of the Corporation, subject to any provisions of the Articles related thereto, may be authorized by the Board at any regular or special meeting of the Board.

ARTICLE XII

GENERAL PROVISIONS

Section 12.1.  Checks and Notes.  All checks or demands for money and notes of the Corporation shall be signed by such officer or officers as the Board may from time to time designate.

Section 12.3.  Fiscal Year.  The fiscal year of the Corporation shall be as determined by the Board.

Section 12.4.  Seal.  The corporate seal, if any, shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Pennsylvania.”  Such seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.  The affixation of the corporate seal shall not be necessary to the valid execution, assignment or endorsement of any instrument or other document by the Corporation.

Section 12.5.  Notices.  Whenever, under the provisions of the 1988 BCL or of the Articles or of these Bylaws or otherwise, written notice is required to be given to any person, it may be given to such person either personally or by sending a copy thereof by first class or

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express mail, postage prepaid, courier service (with charges prepaid), facsimile transmission, electronic mail or other electronic communication to his or her address, (his or her facsimile number or electronic mail address), appearing on the books of the Corporation or, in the case of directors, supplied by the director to the Corporation for the purpose of notice.  If the notice is sent by mail or courier service, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with a courier service for delivery to that person.  A notice given by facsimile transmission, electronic mail or other electronic communication shall be deemed to have been given when sent.

Section 12.6.  Waiver of Notice.  Whenever any notice is required to be given by the 1988 BCL or by the Articles or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.  Neither the business to be transacted at nor the purpose of a meeting need be specified in the waiver of notice of the meeting.  Attendance of a person at any meeting shall constitute a waiver of notice of the meeting, except where any person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened, and the person so objects at the beginning of the meeting.

ARTICLE XIII

AMENDMENTS

Section 13.1.  Amendments.  The Bylaws may be adopted, amended or repealed by a majority vote of the shareholders entitled to vote thereon at any regular or special meeting duly convened or, except for a bylaw on a subject expressly committed to the shareholders by the 1988 BCL, by a majority vote of the members of the Board at any regular or special meeting duly convened, subject always to the power of the shareholders to change such action by the directors; however, whenever the Bylaws require for the taking of any action by the shareholders or a class of shareholders a specific number or percentage of votes, the provision of the Bylaws setting forth that requirement shall not be amended or repealed by any lesser number or percentage of votes of the shareholders or of the class of shareholders.  In the case of a meeting of shareholders, written notice shall be given to each shareholder that the purpose, or one of the purposes, of the meeting is to consider the adoption, amendment or repeal of the Bylaws.  There shall be included in, or enclosed with the notice, a copy of the proposed amendment or a summary of the changes to be effected thereby.  Any change in the Bylaws shall take effect when adopted unless otherwise provided in the resolution effecting the change.

ARTICLE XIV

INDEMNIFICATION

Section 14.1.  Officers and Directors - Direct Actions.  The Corporation shall indemnify any director or officer of the Corporation (as used herein, the phrase “director or officer of the Corporation” shall mean any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture,

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trust or other enterprise), any person who was or is a party (other than a party plaintiff suing on his or her own behalf), or who is threatened to be made such a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a representative of another domestic or foreign corporation for profit or no-for-profit, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she met the standard of conduct of (a) acting in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation and (b) with respect to any criminal proceeding, having no reasonable cause to believe his or her conduct was unlawful.  The termination of any action or proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that the person (a) did not act in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation and (b) with respect to any criminal proceeding, had reasonable cause to believe that his or her conduct was unlawful.

Section 14.2.  Officers and Directors - Derivative Actions.  The Corporation shall indemnify any director or officer of the Corporation who was or is a party (other than a party suing in the right of the Corporation), or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding by or in the right of the Corporation to procure a judgment in the Corporation’s favor by reason of the fact that he or she is or was a director or officer of the Corporation, against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of the action, suit or proceeding if he or she met the standard of conduct of acting in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation.  Indemnification shall not be made under this Section in respect of any claim, issue or matter as to which the person has been adjudged to be liable to the Corporation unless and only to the extent that the Court of Common Pleas of the judicial district embracing the county in which the registered office of the Corporation is located or the court in which the action, suit or proceeding was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for the expenses that the Court of Common Pleas or other court deems proper.

Section 14.3.  Employees and Agents.  The Corporation may, to the extent permitted by the 1988 BCL, indemnify any employee or agent of the Corporation (as used in this Article XIV, the phrase “employee or agent of the Corporation shall mean any person who is or was an employee or agent of the Corporation, other than an officer, or is or was serving at the request of the Corporation as an employee or agent of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise) who was or is a party, or who is threatened to be made such a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding by reason of the fact that he or she is or was an employee or agent of the Corporation, provided he or she has met the standard of conduct set forth in Sections 14.1 and 14.2, subject to the

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limitations set forth in Section 14.2 in the case of an action, suit or proceeding by or in the right of the Corporation to procure a judgment in the Corporation’s favor.

Section 14.4.  Mandatory Indemnification.  To the extent that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action or proceeding referred to in Sections 14.1, 14.2 or 14.3 of this Article XIV, or in defense of any claim, issue or matter therein, he or she shall be indemnified by the Corporation against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

Section 14.5.  Advancing Expenses.  Expenses (including attorneys’ fees) incurred by a director or officer of the Corporation or an employee or agent of the Corporation in defending any action or proceeding referred to in this Article XIV may be paid by the Corporation in advance of the final disposition of the action or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it is ultimately determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article XIV.

Section 14.6.  Procedure.

(a)Unless ordered by a court, any indemnification under Section 14.1, 14.2 or 14.3 or advancement of expenses under Section 14.5 of this Article XIV shall be made by the Corporation only as authorized in a specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 14.1, 14.2 or 14.3.

(b)All determinations under this Section 14.6 shall be made:

(1)With respect to indemnification under Section 14.3 and advancement of expenses to an employee or agent of the Corporation, other than an officer, by the Board by a majority vote.

(2)With respect to indemnification under Section 14.1 or 14.2 and advancement of expenses to a director or officer of the Corporation,

(B)By the Board by a majority vote of a quorum consisting of directors who were not parties to such action or proceeding, or

(C)If such a quorum is not obtainable, or, if obtainable and if a majority vote of a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or

(D)By the shareholders.

Section 14.7.  Nonexclusivity of Indemnification.

(a)The indemnification and advancement of expenses provided by, or granted pursuant to, this Article XIV shall not be deemed exclusive of any other rights to which a

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person seeking indemnification or advancement of expenses may be entitled under any Bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to actions in his or her official capacity and as to actions in another capacity while holding that office.  Section 1728 (relating to interested directors; quorum) of the 1988 BCL, or any successor section, shall be applicable to any Bylaw, contract or transaction authorized by the directors under this Section 14.7.  The Corporation may create a fund of any nature, which may, but need not be, under the control of a trustee, or otherwise secure or insure in any manner its indemnification obligations, whether arising under or pursuant to this Article XIV or otherwise.

(b)Indemnification pursuant to Section 14.7(a) hereof shall not be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.

(c)Indemnification pursuant to Section 14.7(a) under any Bylaw, agreement, vote of shareholders or directors or otherwise, may be granted for any action taken or any failure to take any action and may be made whether or not the Corporation would have the power to indemnify the person under any other provision of law except as provided in this Section 14.7 and whether or not the indemnified liability arises or arose from any threatened or pending or completed action by or in the right of the Corporation.

Section 14.8.  Insurance.  The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation or an employee or agent of the Corporation, against any liability asserted against such person and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against that liability under the provisions of this Article XIV or otherwise.

Section 14.9.  Past Officers and Directors.  The indemnification and advancement of expenses provided by, or granted pursuant to, this Article XIV shall continue as to a person who has ceased to be a director, officer, employee or agent of the Corporation and shall inure to the benefit of the heirs and personal representatives of that person.

Section 14.10.  Surviving or New Corporations.  References to “the Corporation” in this Article XIV include all constituent corporations absorbed in a consolidation, merger or division, as well as the surviving or new corporation resulting therefrom, so that any director, officer, employee or agent of the constituent, surviving or new corporation shall stand in the same position under the provisions of this Article XIV with respect to the surviving or new corporation as he or she would if he or she had served the surviving or new corporation in the same capacity.

Section 14.11.  Employee Benefit Plans.

(a)References in this Article XIV to “other enterprises” shall include employee benefit plans and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation that imposes duties on, or involves services by, the person with respect to an employee benefit plan, its participants or beneficiaries.

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(b)Excise taxes assessed on a person with respect to an employee benefit plan pursuant to applicable law shall be deemed “fines.”

(c)Action with respect to an employee benefit plan taken or omitted in good faith by a director, officer, employee or agent of the Corporation in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of the plan shall be deemed to be action in a manner that is not opposed to the best interests of the Corporation.

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EX-3.7

Exhibit 3.7

EX-3.8

Exhibit 3.8

AMENDED AND RESTATED BY-LAWS

OF

GATEWAY TRADE CENTER INC.

ARTICLE I - OFFICES

The office of the corporation in New York shall be that set forth in the certificate of incorporation or in the most recent amendment of the certificate of incorporation of Gateway Trade Center Inc. (the “Corporation”) or resolution of the Board of Directors of the Corporation (the “Board”) filed with the Secretary of State of New York changing the Corporation’s office.

The Corporation may also have offices at such other places within or without the State of New York as the Board may from time to time determine or the business of the Corporation may require.

ARTICLE II - SHAREHOLDERS

1.PLACE OF MEETINGS.

Meetings of shareholders may be held at any place, within or without the State of New York, designated by the Board and, in the absence of such designation, shall be held at the principal office of the Corporation.

2.ANNUAL MEETING.

Unless otherwise designated by the Board, the annual meeting of the shareholders shall be held once each year on such date and at such time as may be determined by the Board; provided that such date shall not be more than thirteen months from the last annual meeting of shareholders of the Corporation.

At the annual meeting, the shareholders, voting as provided in the certificate of incorporation, shall elect directors to the Board, and shall transact such other business as may properly come before them.

3.SPECIAL MEETINGS.

Special meetings of the shareholders may be called from time to time by the Board or by the President and shall be called by the President or Secretary at the request in writing of a majority of the Board or at the request in writing by shareholders owning a majority in amount of the shares issued and outstanding or as otherwise required under applicable law.  Business transacted at a special meeting shall be confined to the purposes stated in the notice.

4.FIXING RECORD DATE.

For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to or dissent from any

proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the Board shall fix, in advance, a date as the record date for any such determination of shareholders.  Such date shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action.  If no record date is fixed, the record date for the determination of shareholders entitled to vote at a meeting shall be the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day on which the meeting is held, and the record date for the determination of shareholders for any other purpose shall be at the close of business on the day on which the resolution of the Board relating thereto is adopted or as otherwise required by applicable law.  When a record date has been fixed as provided above, such record date shall apply to any adjournment of the meeting unless the Board determines a new record date.

Only shareholders of record on the record date shall be entitled to notice, vote consent, receive a dividend, receive an allotment of rights or otherwise notwithstanding any transfer of shares on the books for the Corporation after such record date.  The Board may close the books for the Corporation against the transfer of shares during the whole or any part of such period.

5.NOTICE OF MEETINGS OF SHAREHOLDERS.

Written notice of each meeting of shareholders shall be sent to shareholders of record on the record date for such meeting and shall state the purpose or purposes for which the meeting is called, the place, date and hour of the meeting and unless it is the annual meeting, shall indicate that it is being issued by or at the direction of the person or persons calling the meeting.  Notice may be written or electronic and shall be given either personally, by fax, by electronic mail, by express delivery or by mail to each shareholder entitled to vote at such meeting, not less than ten nor more than sixty days before the date of the meeting.  If action is proposed to be taken that might entitle shareholders to payment for their shares, the notice shall include a statement of that purpose and to that effect.  If mailed, the notice is given when deposited in the United States mail, with postage thereon prepaid, directed to the shareholder at his or her address as it appears on the record of shareholders, or, if such shareholder shall have filed with the Secretary a written request that notices be mailed to some other address, then directed to such shareholder at such other address.  If transmitted electronically, such notice is given when directed to the shareholder’s electronic email address as supplied by the shareholder to the Secretary of the Corporation or as otherwise directed pursuant to the shareholder’s authorization or instructions.

Notice of any adjourned meeting of shareholders shall be given to all shareholders who were absent at the time of the adjournment and, unless such time and place are announced at the meeting, to the other shareholders.

6.WAIVER OF NOTICE.

Any shareholder, or the representative entitled to vote any shares so represented, may waive notice of any shareholder meeting by executing a written waiver of such notice either before, at or after such meeting; provided, however, that the attendance of any shareholder at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by such shareholder.

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7.QUORUM OF SHAREHOLDERS.

Unless the certificate of incorporation provides otherwise, the holders of a majority of the shares entitled to vote thereat shall constitute a quorum at a meeting of shareholders for the transaction of any business, provided that when a specified item of business is required to be voted on by a particular class or series of shares, voting as a class, the holders of a majority of the shares of such class or series shall constitute a quorum for the transaction of such specified item of business.

When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.

The shareholders present may adjourn the meeting despite the absence of a quorum.  At adjourned meetings at which a quorum is present any business may be transacted which might have been transacted at the original meeting so adjourned.

8.PROXIES.

Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting may authorize another person or persons to act for him by proxy.

Every proxy must be signed by the shareholder or his or her attorney-in-fact.  No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy.  Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise provided by law.

9.QUALIFICATION OF VOTERS.

Every shareholder of record shall be entitled at every meeting of shareholders to one vote for every share standing in his or her name on the record of shareholders, unless otherwise provided in the certificate of incorporation.

10.VOTE OF SHAREHOLDERS.

Except as otherwise required by statute or by the certificate of incorporation, all elections for directors shall be decided by plurality vote and all other corporate action to be taken by vote of shareholders shall be authorized by a majority of votes cast at the meeting of shareholders by the holders of shares present or represented at the meeting entitled to vote thereon.  Shareholders shall not have the right to cumulate votes in the election of directors.  Abstentions shall not constitute a vote cast.

11.WRITTEN CONSENT OF SHAREHOLDERS.

Any action which might be taken at a meeting of the shareholders may be taken without a meeting if done in accordance with Section 615 of the New York Business Corporation Law, as the same may be amended from time to time, or in accordance with such other statutory provision as may be substituted therefore.

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ARTICLE III - DIRECTORS

1.BOARD OF DIRECTORS.

Subject to any provision in the certificate of incorporation, the business of the Corporation shall be managed by its Board.  The Board shall be responsible for the control and management of the affairs, property and interests of the Corporation and may exercise all the powers of the Corporation except as otherwise provided in the certificate of incorporation or under applicable law.

2.NUMBER OF DIRECTORS.

The Board shall, upon adoption of these bylaws, consist of five directors, which number may be modified by decision of the Board from time to time by resolution of a majority of the full Board.  No decrease shall shorten the term of any incumbent director.  Directors shall be at least 18 years of age and need not be shareholders.

3.ELECTION AND TERM OF DIRECTORS.

At each annual meeting of shareholders, the shareholders shall elect directors to hold office until the next annual meeting.  Each director shall hold office until the expiration of the term for which he is elected and until his successor has been elected and qualified, or until his prior resignation or removal.

4.NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

Newly created directorships resulting from an increase in the number of directors or vacancies occurring in the Board for any reason except the removal of directors without cause may be filled by a vote of a majority of the directors then in office, even if less than a quorum exists, unless otherwise provided in the certificate of incorporation.  Vacancies occurring by reason of the removal of directors without cause shall be filled by vote of the shareholders unless otherwise provided in the certificate of incorporation.  A director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of his predecessor and until his successor has been elected and qualified.

5.REMOVAL OF DIRECTORS.

Except as otherwise provided under the certificate of incorporation or applicable law, any or all of the directors may be removed for cause by vote of the shareholders or by action of the Board.  Except as otherwise provided under the certificate of incorporation or applicable law, directors may be removed without cause only by vote of the shareholders.

6.RESIGNATION.

A director may resign at any time by giving written notice to the Board, the President or the Secretary of the Corporation.  Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.

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7.QUORUM OF DIRECTORS.

Unless a greater proportion is required by the certificate of incorporation, a majority of the entire Board shall constitute a quorum for the transaction of business or of any specified item of business.

8.ACTION OF THE BOARD.

Unless otherwise required by law, the vote of a majority of the directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board. Each director present shall have one vote regardless of the number of shares, if any, which he may hold.

Unless otherwise restricted in the certificate of incorporation, any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action.  The resolution and the written consents thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee.

Unless otherwise restricted by the certificate of incorporation, any one or more members of the Board or any committee thereof may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time.  Participation by such means shall constitute presence in person at a meeting.

9.PLACE OF BOARD MEETINGS.

The Board may hold its meetings at the office of the Corporation or at such other places, either within or without the State of New York, as it may from time to time determine.

10.REGULAR ANNUAL MEETING.

A regular annual meeting of the Board shall be held immediately following the annual meeting of shareholders at the place of such annual meeting of shareholders.

11.NOTICE OF MEETINGS OF THE BOARD, ADJOURNMENT.

(a)Regular meetings of the Board may be held without notice at such time and place as the Board shall from time to time determine.  Special meetings of the Board shall be held upon notice to the directors and may be called by the President, the Secretary or any director upon 24-hour notice to each director, written or electronic, either personally, by fax, by electronic mail, by express delivery, by telephone or by mail.  Notice of a meeting need not be given to any director who submits a signed waiver of notice whether before, at or after the meeting or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice to him.

(b)A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.  Notice of the adjournment shall be

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given to all directors who were absent at the time of the adjournment and, unless such time and place are announced at the meeting, to the other directors.

12.CHAIRMAN.

The Board shall appoint one of its members to be Chairman of the Board to serve at the pleasure of the Board.  The Chairman of the Board shall preside at the annual meeting of shareholders and at all meetings of the Board.  In addition to any specific powers conferred by these bylaws, the Chairman of the Board shall also have and may exercise such further powers and duties as from time to time may be conferred upon or assigned to him or her by the Board.

13.EXECUTIVE AND OTHER COMMITTEES.

The Board, by resolution adopted by a majority of the entire Board, may designate from among its members an executive committee and other committees, each consisting of one or more directors.  Each such committee shall serve at the pleasure of the Board in all acts except those prohibited by law.  The Board shall make such regulations as it deems advisable with respect to the membership, authority and procedures of such committee; provided, however, that in no event shall a committee have power to amend these bylaws.

14.COMPENSATION.

Directors may receive such fixed sum per meeting attended, such fixed annual sum or such other compensation as may be determined by the Board for their services on the Board or any committee thereof.  Directors may also receive expense reimbursements for their attendance at meetings of the Board or any committee thereof as determined by the Board.  Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefore.

ARTICLE IV - OFFICERS

1.OFFICES, ELECTION, TERM.

Unless otherwise provided for in the certificate of incorporation, the Board may elect or appoint a President, one or more Vice-Presidents, a Secretary and a Treasurer, and such other officers as it may determine who shall have such duties, powers and functions as hereinafter provided or as otherwise determined by the Board.

All officers shall be elected or appointed to hold office until the meeting of the Board following the annual meeting of shareholders or until their successor has been appointed or elected or until their prior resignation or removal.

2.REMOVAL, RESIGNATION, SALARY, ETC.

Any officer elected or appointed by the Board may be removed by the Board with or without cause.  In the event of the death, resignation or removal of an officer, the Board in its discretion, may elect or appoint a successor to fill the unexpired term.

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Any two or more offices may be held by the same person.  The compensation of all officers shall be fixed by the Board.

3.PRESIDENT.

In the absence of the Chairman, the President may preside at meetings of the Board and at the annual meeting of shareholders.  The President shall have general executive powers, and, in addition to any specific powers conferred by these bylaws, he shall also have and may exercise such further powers and duties as from time to time may be conferred upon or assigned to him by the Board or the Chief Executive Officer.  The President may also be Chief Executive Officer of the Corporation.  In the absence of the Chief Executive Officer, he shall perform all the duties of the Chief Executive Officer.

4.VICE-PRESIDENTS.

Each Vice President shall have such powers and shall perform such duties as may be specified in these bylaws or prescribed by the Board or by the President.  In the event of absence or disability of the President, Vice Presidents shall succeed to his power and duties in the order designated by the Board.

5.CHIEF EXECUTIVE OFFICER

The Chief Executive officer shall have general executive powers, and shall have and may exercise any and all other powers and duties pertaining by law, regulation or practice, to the office of Chief Executive Officer, or imposed by these bylaws.  He shall also have and may exercise such further powers and duties as from time to time may be conferred upon, or assigned to, him by the Board.  The Chief Executive Officer may also serve as President.

6.SECRETARY.

The Secretary shall keep accurate minutes of all meetings of the shareholders and the Board, shall give proper notice of meetings of shareholders and the Board, and shall perform such other duties and have such other powers as the Board or the President may from time to time prescribe.

7.ASSISTANT-SECRETARIES.

During the absence or disability of the Secretary, the assistant-secretary, or if there are more than one, the one so designated by the Secretary or by the Board, shall have all the powers and functions of the Secretary.

8.TREASURER.

The Treasurer, subject to the order of the Board, shall have the care and custody of the money, funds, valuable papers, and documents of the Corporation (other than his own bond, if any, which shall be in the custody of the President), and shall have and exercise, under the supervision of the Board, all the powers and duties commonly incident to his office, and shall give bond in such form and amount and with such sureties as shall be required by the

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Board.  The Treasurer shall keep accurate accounts of all monies of the Corporation received or disbursed.  He shall deposit all monies, drafts and checks in the name of, and to the credit of, the Corporation in such banks and depositaries as the Board shall from time to time designate.  He shall have power to endorse for deposit all notes, checks and drafts received by the Corporation.  He shall disburse the funds of the Corporation in the manner prescribed by the Board, making proper vouchers therefore.  He shall render to the Chief Executive Officer, President and the directors, whenever required, an account of all his transactions as Treasurer and of the financial condition of the Corporation and shall perform such other duties as may be prescribed from time to time by the Board, the Chief Executive Officer or the President.

9.ASSISTANT-TREASURER.

During the absence or disability of the Treasurer, the assistant-treasurer, or if there are more than one, the one so designated by the Secretary or by the Board, shall have all the powers and functions of the Treasurer.

10.SURETIES AND BONDS.

In case the Board shall so require, any officer or agent of the Corporation shall execute to the Corporation a bond in such sum and with such, surety or sureties as the Board may direct, conditioned upon the faithful performance of his duties to the Corporation and including responsibility for negligence and for the accounting for all property, funds or securities of the Corporation which may come into his hands.

ARTICLE V - CERTIFICATES FOR SHARES

1.CERTIFICATES.

Shares of stock of the Corporation may be certificated or uncertificated, as provided by the laws of the State of New York.

Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing shares of the same class and series shall be identical.

Certificated shares shall be numbered and entered in the books of the Corporation as they are issued.  They shall exhibit the holder’s name and the number of shares and shall be signed by (1) the President or a Vice-President and (2) the Treasurer, Secretary or an assistant-secretary and shall bear the corporate seal.  Such signatures may be manual or facsimile thereof.

Any uncertificated shares shall be evidenced by registration in the holder’s name in uncertificated, book-entry form on the books of the Corporation in accordance with a direct registration system approved by the Securities and Exchange Commission and by any securities exchange on which the stock of the corporation may from time to time be traded.

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2.LOST OR DESTROYED CERTIFICATES.

The Board may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation, alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the owner of the lost or destroyed certificate or his legal representative claiming the certificate to be lost or destroyed.  When authorizing such issue of a new certificate or certificates, the Board may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the Corporation a bond in such sum and with such surety or sureties as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed.

3.TRANSFERS OF SHARES.

Shares of stock shall be transferable on the books of the Corporation upon receipt by the Corporation or its transfer agent of appropriate documents evidencing such transfer and, in the case of stock represented by a certificate, upon surrender of such certificate.  Subject to the foregoing, the Board shall have power and authority to make such rules and regulations as it shall deem necessary or appropriate concerning the issue, transfer, and registration of shares of stock of the Corporation, and to appoint and remove transfer agents and registrars of transfers.  A transfer book shall be kept in which all transfers of stock shall be recorded.  Every person becoming a shareholder by such transfer shall succeed to all rights and liabilities of the prior holder of such shares.  The Corporation shall be entitled to treat the holder of record of any share or shares as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable or other claim to, or interest in, such share or shares on the part of any other person whether or not it shall have express notice thereof, except as otherwise required by law.

ARTICLE VI - DIVIDENDS

Subject to the provisions of the certificate of incorporation, these bylaws and applicable law, the Board may declare dividends on the outstanding shares of the Corporation out of any funds available therefore at such times and in such amounts as the Board may determine.  Before payment of any dividend, there may be set aside out of the net profits of the Corporation available for dividends such sum or sums as the Board from time to time in its absolute discretion deems proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Board shall think conducive to the interest of the Corporation and the Board may modify or abolish any such reserves as the Board shall deem advisable.

ARTICLE VII - CORPORATE SEAL

The corporate seal of the Corporation shall consist of the name of the Corporation and the name of the State of incorporation and shall be in such form and bear such other inscription as the Board may determine.  The seal on the certificates for shares or on any corporate obligation

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for the payment of money may be facsimile, engraved or printed.  The failure to use such seal, however, shall not affect the validity of any documents executed on behalf of the Corporation.

ARTICLE VIII - EXECUTION OF INSTRUMENTS

All corporate instruments and documents shall be signed or countersigned, executed, verified or acknowledged by such officer or officers or other person or persons as the Board may from time to time designate.

ARTICLE IX - BOOKS AND RECORDS; FISCAL YEAR

The Board of the Corporation shall cause to be kept in the office of the Corporation: (a) a share register, giving the names and addresses of the shareholders, the number and classes of shares held by each, and the dates on which the certificates therefore were issued; (b) records of all proceedings of shareholders and directors; (c) such other records and books of account as shall be necessary and appropriate to the conduct of the corporate business; and (d) bylaws of the Corporation and all amendments thereto.

The fiscal year of the Corporation shall be fixed by the Board from time to time, subject to applicable law.

ARTICLE X - REFERENCES TO CERTIFICATE OF INCORPORATION

Reference to the certificate of incorporation in these bylaws shall include all amendments thereto or changes thereof unless specifically excepted.

ARTICLE XI — INDEMNIFICATION

Any person who at any time (i) shall serve or shall have served as a director or officer of the Corporation or (ii) at the request of the Corporation, shall serve or shall have served any other corporation, association, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise as a director, trustee or officer, or in any other capacity and the heirs, executors and administrators of such person, shall be indemnified by the Corporation and its expenses incurred in defending a criminal action or proceeding reimbursed or advanced in accordance with and to the fullest extent permitted by New York law, including the Business Corporation Law of the State of New York, as the same exists or may hereafter be amended.  The foregoing right of indemnification or reimbursement shall not be exclusive of other rights to which such person may be entitled by contract or otherwise.

The provisions of this Article XI shall be deemed to be a contract between the Corporation and each director and officer of the Corporation who serves in any such capacity at any time while this Article XI and the relevant provisions of New York law, as the same exists or may hereafter be amended, may be in existence; and any amendment of any such law or of this Article XI shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts.

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The Corporation shall have the power, to the fullest extent permitted by New York law, as the same exists or may hereafter be amended, to purchase and maintain insurance on behalf of any person who is or was a director or officer against any liability asserted against him and incurred by him in such capacity or arising out of his status as such whether or not the Corporation would have the power to indemnify him against any such liability under the provisions of this Article XI.

ARTICLE XII - AMENDMENTS

These bylaws may be amended by a vote of the majority of the whole Board at any meeting.

The shareholders may amend or repeal these bylaws and may alter, amend or repeal any bylaws or bylaw amendments made by the Board by affirmative vote of a majority of the shares entitled to vote generally, cast at any annual meeting or at any special meeting of shareholders called for such purpose.

The undersigned Assistant Secretary of the Corporation certifies that these bylaws were duly adopted by the shareholders of the Corporation in accordance with the requirements of the New York Business Corporation Law on August 6, 2010.

/s/ Paul I. Detwiler, III

Assistant Secretary

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EX-3.9

Exhibit 3.9

EX-3.10

Exhibit 3.10

AMENDED AND RESTATED BYLAWS OF

PRECISION SOLAR CONTROLS INC.

ARTICLE I— OFFICES

1.The registered office of the Precision Solar Controls, Inc. (the “Corporation”) shall be at 1601 Elm Street, Dallas, Texas 75201 and the registered agent at such address is CT Corporation Systems.

2.The Corporation may also have offices at such other places as the Board of Directors of the Corporation (the “Board”) may from time to time appoint or the business of the Corporation may require.

ARTICLE II — SEAL

1.The corporation seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Texas”.

ARTICLE III — SHAREHOLDERS MEETING

1.Meetings of the shareholders shall be held at the registered office of the corporation or at such other place or places, either within or without the State of Texas, as may from time to time be selected.

2.Unless otherwise designated by the Board, the annual meeting of the shareholders shall be held once each year on such date and at such time as may be determined by the Board; provided that such date shall not be more than thirteen months from the last annual meeting of shareholders of the Corporation.

At the annual meeting, the shareholders, voting as provided in the certificate of incorporation, shall elect directors to the Board, and shall transact such other business as may properly come before them..

3.The presence, in person or by proxy, of shareholders entitled to cast at least a majority of the votes which all shareholders are entitled to cast on the particular matter shall constitute a quorum for the purpose of considering such matter, and, unless otherwise provided by statute, the acts, at a duly organized meeting, of the shareholders present, in person or by proxy, entitled to cast at least a majority of the votes which all shareholders present are entitled to cast shall be the acts of the shareholders.  After a quorum is present at a meeting of shareholders, the shareholders may conduct business properly brought before the meeting until the meeting is adjourned. The subsequent withdrawal from the meeting of a shareholder or the refusal of a shareholder present at or represented by proxy at the meeting to vote does not negate the presence of a quorum at the meeting.

4.Every shareholder entitled to vote at a meeting of shareholders, or to express consent or dissent to corporate action in writing without a meeting, may authorize another person or persons to act for him by proxy.  Every proxy shall be executed in writing by the shareholders, or by his duly authorized attorney of fact, and filed with the Secretary of the corporation.  No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy.  A proxy shall be revocable unless expressly provided therein to be irrevocable and unless otherwise made irrevocable by law.  Elections for directors need not be by ballot, except upon demand made by a shareholder at the election and before the voting begins.

5.Written notice of the annual meeting shall be given to each shareholder entitled to vote thereat, no less than ten nor more than sixty days prior to the meeting.

6.In advance of any meeting of shareholders, the Board may appoint judges of election, who need not be shareholders, to act at such meeting or any adjournment thereof.  If judges of election be not so appointed, the chairman of any such meeting may, and on the request

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of any shareholder or his proxy shall, make such appointment at any meeting.  The number of judges shall be one or three.  If appointed at a meeting on the request of one or more shareholders or proxies the majority of shares present and entitled to vote shall determine whether one or three judges are to be appointed.  On request of the chairman of the meeting, or of any shareholder or his proxy, the judges shall make a report in writing of any challenge or question or matter determined by them, and execute a certificate of any fact found by them.  No person who is a candidate for office shall act as a Judge.

7.Special meetings of the shareholders may be called art any time by the President., or the Board, or shareholders entitled to case at least one-tenth of the votes which all shareholders are entitled to case at the particular meeting.  At my time, upon written request of any person or persons who have duly called a special meeting, it shall be the duty of the Secretary to fix the date of the meeting, to be held not more than fifty days after the receipts of the request, and to give due notice thereof.  The record date for determining which shareholders of the Corporation are entitled to call a special meeting is the date the first shareholder sings the notice of that meeting.

8.Other than procedural matters, the only business that may be conducted at a special meeting of the shareholders is business that is within the purposes described in the notice, unless all shareholders entitled to vote are present and consent.

9.Written notice of a special meeting of the shareholders stating the time and place and object thereof, shall be given to each shareholder entitled to vote thereat not less than ten nor more than sixty days before such meeting, unless a greater period of notice is required by statute in a particular case.  The notice of a special meeting must contain a statement regarding the purpose or purposes of the meeting.  If a meeting is held by means of remote communication, the

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notice of the meeting must include information on how to access the list of shareholders entitled to vote at the meeting.

10.The officer or agent having charge of the transfer books shall make at least ten days before each meeting of shareholders, a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order, with the address of and the number of shares held by each, which list shall be subject to inspection by any shareholder at anytime during usual business hours.  Such list shall also be produced and kept open at the time and place of the meeting, and shall be subject to the inspection of any shareholder during the whole time of the meeting.  If a meeting of the shareholders is held by means of remote communication, the list must be open to inspection by a shareholder during the meeting on a reasonably accessible electronic network.  The original share ledger or transfer book, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book, or to vote at any meeting of shareholders.

ARTICLE IV — DIRECTORS

1.The business of this corporation shall be managed by its Board.  Upon adoption of these Amended and Restated Bylaws, the Board shall consist of five directors, such number which may be modified by decision of the Board from time to time.  The directors need not be resident of this State or shareholders in the corporation shall be elected by the shareholders at the annual meeting of shareholders of the corporation, and each director shall be elected for the term of one year, and until his successor shall be elected and shall qualify.

2.In addition to the powers and authorities by these bylaws expressly conferred upon them, the Board may exercise all such powers of the corporation and do all such lawful acts

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and things as are not by statute or by the Articles or by these bylaws directed or required to be exercised or done by the shareholders.

The full Board may designate from among its members an executive committee and one or more other committees, each of which, to the extent provided in resolution, shall have and may exercise all of the authority of the Board, except as provided by applicable law.  The designation of such committee and the delegation thereto of authority shall not operate to relieve the Board, or any member thereof, of any responsibility imposed by law.

3.The meeting of the Board may be held at such place within this State, or elsewhere, as a majority of the directors may from time to time appoint, or as may be designated in the notice calling the meeting.

4.Each newly elected Board may meet at such place and time as shall be fixed by the shareholders at the meeting at which such directors are elected and no notice shall be necessary to the newly elected directors in order legally to constitute the meeting, or they may meet at such place and time as may be fixed by the consent in writing of all the directors.

5.Regular meetings of the Board shall be held without notice, at such intervals as the Board may establish, at the registered office of the corporation, or at such other time and place as shall be determined by the Board.

6.Special meetings of the Board shall be held upon notice to the directors and may be called by the President, the Secretary or any director upon 24-hour notice to each director, written or electronic, either personally, by fax, by electronic mail, by express delivery, by telephone or by mail.  Notice of a meeting need not be given to any director who submits a signed waiver of notice whether before, at or after the meeting or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice to him.

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7.A majority of the directors in office shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the directors present at a meeting at which a quorum is present shall be the acts of the Board.  Any action which may be taken at a meeting of the directors may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by all the directors and shall be filed with the Secretary of the corporation.

8.A director of a corporation who is present at a meeting of its Board at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the corporation immediately after the adjournment of the meeting.  Such right to dissent shall not apply to a director who voted in favor of such action.

9.Directors may receive such fixed sum per meeting attended, such fixed annual sum or such other compensation as may be determined by the Board for their services on the Board or any committee thereof.  Directors may also receive expense reimbursements for their attendance at meetings of the Board or any committee thereof as determined by the Board.  Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefore.

10.Except as otherwise provided in the certificate of incorporation or applicable law, the shareholders of the corporation may remove a director or the entire Board of the corporation, with or without cause, at a meeting called for that purpose, by a vote of the holders of a majority

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of the shares entitled to vote at an election of the director or directors.  A director of a corporation may resign at any time by providing written notice to the corporation

ARTICLE V — OFFICERS

1.The executive officers of the corporation shall be chosen by the directors and shall be a Chairman, President, Secretary and Treasurer.  The Board may also choose a Vice President, and such other officers and agents as it shall deem necessary, which shall hold their offices for such terms and shall have such authority and shall perform such duties as from time to time shall be prescribed by the Board.  Any number of offices may be held by the same person except that the President and Secretary shall not be the same person.  It shall not be necessary for the officer to be directors.  The compensation of all officers shall be fixed by the Board.

2.All officers shall be elected or appointed to hold office until the meeting of the Board following the annual meeting of shareholders or until their successor has been appointed or elected or until their prior resignation or removal

3.Any officer elected or appointed by the Board may be removed by the Board with or without cause.  In the event of the death, resignation or removal of an officer, the Board in its discretion, may elect or appoint a successor to fill the unexpired term.

4.The Chairman shall preside at all meetings of the shareholders and directors.

5.In the absence of the Chairman, the President may preside at meetings of the Board and at the annual meeting of shareholders.  The President shall have general executive powers, and, in addition to any specific powers conferred by these bylaws, he shall also have and may exercise such further powers and duties as from time to time may be conferred upon or assigned to him by the Board or the Chief Executive Officer.  The President may also be Chief

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Executive Officer of the Corporation.  In the absence of the Chief Executive Officer, he shall perform all the duties of the Chief Executive Officer.

6.Each Vice President shall have such powers and shall perform such duties as may be specified in these bylaws or prescribed by the Board or by the President.  In the event of absence or disability of the President, Vice Presidents shall succeed to his power and duties in the order designated by the Board.

7.The Chief Executive officer shall have general executive powers, and shall have and may exercise any and all other powers and duties pertaining by law, regulation or practice, to the office of Chief Executive Officer, or imposed by these bylaws.  He shall also have and may exercise such further powers and duties as from time to time may be conferred upon, or assigned to, him by the Board.  The Chief Executive Officer may also serve as President.

8.The Secretary shall keep accurate minutes of all meetings of the shareholders and the Board, shall give proper notice of meetings of shareholders and the Board, and shall perform such other duties and have such other powers as the Board or the President may from time to time prescribe

9.During the absence or disability of the Secretary, the assistant-secretary, or if there are more than one, the one so designated by the Secretary or by the Board, shall have all the powers and functions of the Secretary.

10.The Treasurer, subject to the order of the Board, shall have the care and custody of the money, funds, valuable papers, and documents of the Corporation (other than his own bond, if any, which shall be in the custody of the President), and shall have and exercise, under the supervision of the Board, all the powers and duties commonly incident to his office, and shall give bond in such form and amount and with such sureties as shall be required by the

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Board.  The Treasurer shall keep accurate accounts of all monies of the Corporation received or disbursed.  He shall deposit all monies, drafts and checks in the name of, and to the credit of, the Corporation in such banks and depositaries as the Board shall from time to time designate.  He shall have power to endorse for deposit all notes, checks and drafts received by the Corporation.  He shall disburse the funds of the Corporation in the manner prescribed by the Board, making proper vouchers therefore.  He shall render to the Chief Executive Officer, President and the directors, whenever required, an account of all his transactions as Treasurer and of the financial condition of the Corporation and shall perform such other duties as may be prescribed from time to time by the Board, the Chief Executive Officer or the President

11.During the absence or disability of the Treasurer, the assistant-treasurer, or if there are more than one, the one so designated by the Secretary or by the Board, shall have all the powers and functions of the Treasurer.

ARTICLE VI- CORPORATE RECORDS

1.There shall be kept at the registered office or principal place of business of the corporation an original or duplicate record of the proceedings of the shareholders and of the directors, and the original or a copy of its bylawss, including all amendments or alterations thereto to date, certified by the Secretary of the corporation.  An original or duplicate share register shall also be kept at the registered office or principal place of business or at the office of a transfer agent or registrar, giving the names of the shareholders, their respective addresses and the number and classes of shares held by each.

2.Any person who shall have been a holder of record of shares for at least six (6) months immediately preceding his demand, or shall be the holder of record of at lest five percent (4%) of all the outstanding shares of a corporation, upon written demand stating the purpose

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thereof, shall have the right to examine, in person or by agent, accountant or attorney, at any reasonable time or times, for any proper purpose, its relevant books and records of account, minutes, and record of shareholders, and to make extracts therefrom.

ARTICLE VII — SHARE CERTIFICATES, DIVIDENDS, ETC.

1.The shares of the corporation’s stock may be certificated or uncertificated, as provided under Texas law.  Any certificates representing shares of stock shall be in such form as is approved by resolution of the Board and as may be required by law and shall be numbered and entered in the stock transfer records of the corporation as they are issued.  Each certificate shall state on the front of the certificate that the corporation is organized under the laws of the State of Texas, the holder’s name, the number and class of shares, and the designation of the series, if any, represented by the certificate.  Certificates shall be signed by the Chairman of the Board or the Chief Executive Officer and the Secretary of the corporation, and may contain an impression of the seal of the corporation or a facsimile thereof.  The signatures of the Chairman of the Board or Chief Executive Officer and of the Secretary upon a certificate may be facsimiles.  In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if the person were such officer at the date of its issuance.  No certificate shall be issued for any share until the consideration therefor, fixed as provided by law, has been fully paid.

2.Any person claiming a share certificate to be lost, stolen, or destroyed shall (i) make an affidavit of the fact in such manner as the Board may require, and, (ii) if so required by the Board, make proof of loss, theft, or destruction in such manner as it shall require and/or give the corporation a bond in such sum as it may direct as indemnity against any claim that may

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be made against the corporation with respect to the certificate alleged to have been lost, stolen, or destroyed.  The corporation may direct the issuance of a new certificate or certificates of stock or of uncertificated shares in place of any certificate or certificates previously issued by the corporation alleged to have been lost, stolen, or destroyed

3.Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, and upon payment of all taxes as may be imposed by law, it shall be the duty of the corporation to issue a new certificate or evidence of the issuance of uncertificated shares to the person entitled thereto, cancel the old certificate, and record the transaction upon the corporation’s books.

Upon the receipt of proper transfer instructions from the registered owner of uncertificated shares, such uncertificated shares shall be cancelled, issuance of new equivalent uncertificated shares or of certificated shares shall be made to the person entitled thereto, and the transaction shall be recorded upon the corporation’s books..

4.The Board may fix a time, not more than fifty days, prior to the date of any meeting of shareholders, or the date fixed for the payment of any dividend or distribution, or the date for the allotment of rights, or the date when any change or conversion or exchange of shares will be made or go into effect, as a record date for the determination of the shareholders entitled to notice of, or to vote at, any such meeting, or entitled to receive payment of any such dividend or distribution, or to receive any such allotment of rights, or to experience the rights in respect to any such change, conversion, or exchange or shares.  In such case, only such shareholders of record on the date so fixed shall be entitled to notice of, or to vote at, such meeting or to receive to receive payment of such dividend, or to receive such allotment of rights, or to exercise such

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rights as the case may be, notwithstanding any transfer or any shares on the books of the corporation after any record date fixed as aforesaid.  The Board may close the books of the corporation against transfers or shares during the whole or any part of such period, and in such case, written or printed notice thereof shall be mailed at Least ten days before the closing thereof to each shareholder of record at the address appearing on the records of the corporation or supplied by him to the corporation for the purpose of notice.  While the stock transfer books of the corporation are closed, no transfer of share shall be made thereon.  If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.  When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this article, such determination shall apply to any adjournment thereof except where the determination has been made through the closing of stock transfer books and the stated period of closing has expired.

5.In the event that a share certificate shall be lost, destroyed or mutilated, a new certificate may be issued therefore upon such terms and indemnity to the corporation as the Board may prescribe.

6.The Board may declare and pay dividends upon the outstanding shares of the corporation, from time to time and to such extent as they deem advisable, in the manner and upon the terms and conditions provided by statute and the Articles of Incorporation.

7.Before payment of any dividend there may be set aside out of the net profits of the corporation such sum or sums as the directors, from time to time, in their absolute discretion,

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think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interests of the corporation, and the directors may abolish any such reserve in the manner in which it was created.

ARTICLE VIII — INDEMNIFICATION

1.The Corporation may indemnify a person who was, is, or is threatened to be made a named defendant or respondent in a proceeding because the person is or was a director only if it is determined in accordance with Section 5 of this Article VIII or this article that the person (1) conducted himself or herself in good faith and (2) reasonably believed, in the case of conduct in such person’s official capacity as a director of the corporation that his or her conduct was in the Corporation’s best interests, and, in all other cases, that his or her conduct was at least not opposed to the Corporation’s best interests, and (3) in the case of any criminal proceeding, had no reasonable cause to believe his conduct was unlawful.

2.Except to the extent permitted by Section 4 of this Article VIII, a director may not be indemnified under Section 1 of this Article VIII in respect of a proceeding (1) in which the person is found liable on the basis that personal benefit was improperly received by him, whether or not the benefit resulted from an action taken int eh person’s official capacity; or (2) in which the person is found liable to the Corporation.

3.The termination of a proceeding by judgment, order, settlement, or conviction, or on a plea of nolo contendere or its equivalent is not of itself determinative tht the person did not meet the requirements set forth in Section 1 of this Article VIII.  A person shall be deemed to have been found liable in respect of any claim, issue or matter only after the person shall have been so adjudged by a court of competent jurisdiction after exhaustion of all appeals therefrom.

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4.A person may be indemnified under Section 1 of this Article VIII against judgments, penalties (including excise and similar taxes), fines, settlements, and reasonable expenses actually incurred by the person in connection with the proceeding; but, if the person is found laible to the Corporation or is found liable on the basis that personal benefit was improperly received by the person, the indemnification (1) is limited to reasonable expense actually incurred by the person in connection with the proceeding and (2) shall not be made in respect of any proceeding in which the person shall have been found liable for willful or intentional misconduct in performance of his duty to the Corporation..

5.A determination of indemnification under Section 1 of this Article IIV must be made (1) by a majority vote of the directors who at the time of the vote are not named defendants or respondents in the proceeding, regardless of whether the directors not named defendants or respondents constitute a quorum, (2) by a majority vote of a committee of the Board, if: (a) the committee is designated by a majority vote of the directors who at the time of the vote are not named defendants or respondents in the proceeding, regardless of whether the directors not named defendants or respondents constitute a quorum; and (b) the committee consists solely of one or more of the directors not named as defendants or respondents in the proceeding; (3) by special legal counsel selected by the Board of a committee of the Board by vote as set forth in Subsections (1) or (2) of this Section 5; or (4) by the shareholders in a vote that excludes the shares held by directors who are named defendants or respondents in the proceeding.

6.Authorization of Indemnification and Determination as to reasonableness of expenses must be made in the same manner as the determination that indemnficiation is permissible, except that if the determination that indemnficiation is permissible is made by special legal counsel, authorization of indemnification and determination as to reasaobnleness of

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expenses must be made in the manner specified by Subsection 3 of Section 5 of this Article IIV for the selection of special legal counsel.

7.The Corporation shall indemnify a director against reasonable expense incurred by himin connection with a proceeding in which he is a named defendant or respondent because his is or was a director if he has been wholly successful, on the merits or otherwise, in the defense of the proceeding.

8.Reasonable expenses incurred by a present director who was, is, or is threatened to be made a named defendant or respondent in a proceeding may be paid or reimbursed by the Corporation, in advance of the final disposition of the proceeding and without the determination specified in Section 5 of this Article IIV or the authorization or determination specified in Section 6 of this Article IIV, after the corporation receives a written affirmation by the director of his good faith belief that he has bmet the standad of conduct necessary for indemnification uner this article and a written undertaking by or on behalf of the directo to repay the amount paid or reimbursed if it is ultimately determined that he has not met that standard or if it is ultimately determined that indemnification of the director against expensse incurred by him in connection with that proceeding is prohibited by Section 4 of this Article IIV.  Notwithstanding any authroziation or determination specified in this Article IIV, reasonable expenses incurred by a former director or officer, who was, is, or is threatened to be made a named defendant or respondent in a proceeding may be paid or reimbursed by the corporation, in advance of the final disposition of the proceeding, on any terms the Corporation considers appropriate.

9.The Corporation may indemnify and advance expense to persons who are not or were nnot officers of the corporation but who are or were serving that the request of the corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or

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similar funcatinary of antoerh foreign or domestic corporation, employee benfit plan, other enterprise or other entity to the same extent that it may indemnify and advance expenses to directors under this Article IIV.

10.The Corporation may purchase and maintain insurance or another arrangement on behalf of any person who is or was a director, officer, employee or agent of the corporation or who is or was serving at the request of the corporation as a director, officer, partner, venturer proprietor, trustee, employee, agent or similar functionary of another foreign or deistic corporation, employee benefit plan, other enterprise, or other entity, against any liability asserted against him and incurred by him in such a capacity or arising out of his stauts as such a person, whether or not the Corporation would have power to indemnifty him under this Article IIV.  IF the insurance or other arrangement is with a person or entity that is not regularly engaged in the business of providing insurance coverage, the insurance or arrangement may provide for payment of a liability with respect to which the corporation would not have the power to indemnify the person only if including coverage for eh additional liability has been approved by the shareholders of the corporation.

11.Any indemnification of or advance of expenses to a director in accordance with this article shall be reported in writing to the shareholders with or before the notice ro waiver of notice of the next shareholders’ meeting or with or befoe the next submission to shareholders of a consent to action without meeting, in any case, within the twelve month period immediately following the date of the indemnification or advance.

ARTICLE IX— MISCELLANEOUS PROVISIONS

1.All checks or demands for money and notes of the corporation shall be signed by such officer or officers as the Board may from time to time designate.

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2.The fiscal year of the Corporation shall be fixed by the Board from time to time, subject to applicable law.

3.Whenever written notice is required to be given to any person, it may be given to such person, either personally or by sending a copy thereof through the mail, or by telegram, charges prepaid, to his address appearing on the books of the corporation, or supplied by him to the corporation for the purpose of notice.  If the notice is sent by mail or by telegraph it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with a telegraph office for transmission to such person.  Such notice shall specify the place, day and hour of the meeting and, in the case of a special meeting of shareholders, the general nature of the business to be transferred.

4.Whenever any written notice is required by statute, or by the Articles or bylaws of this corporation, a waiver thereof in writing, signed by the person or persons entitled to such notice whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.  Except in the case of a special meeting of shareholders, neither the business to be transacted at nor the purpose of the meeting need to be specified in the waiver of notice of such meeting.  Attendance of a person, either in person or by proxy, at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting to the transaction or any business because the meeting was not lawfully called or convened.

5.Shareholders, members of the Board, or members of any committee designated by such Board, may participate in and hold a meeting of such shareholders, Board, or committee by means of conference telephone or similar communications equipment by means of which all persons participating I the meeting can hear each other, and participation in a meeting pursuant

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to this section shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

6.Except as otherwise provided in the Articles or bylaws of this corporation, any action which may be taken at a meeting of the shareholders or of a class of shareholders may be taken without a meeting, if a consent or consents in writing, setting forth the action so taken, shall be signed by all of the shareholders who would be entitled to vote at a meeting for such purpose and shall be filed with the Secretary of the corporation.

7.Any payments made to an officer or employee of the corporation such as a salary, commission, bonus, interest, rent, travel or entertainment expenses incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer or employee to the corporation to the full extent of such disallowance.  It shall be the duty of the directors, as a Board, to enforce payment of each such amount disallowed.  In lieu of payment by the officer or employee, subject to the determination of the directors, proportionate amounts may be withheld from his future compensation payments until the amount owed to the corporation has been recovered.

8.The Board must, when requested by the holders of at least one-third of the outstanding shares of the corporation, present written reports of the situation and amount of business of the corporation and, subject to limitations on the authority of the Board by provisions of law, or the Articles of Incorporation, the board shall declare and provide for payment of such dividends of the profits from the business or the corporation as such Board shall deem expedient.

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ARTICLE X — AMENDMENTS

1.The initial bylaws of this corporation shall be adopted by its Board.  The power to alter, amend, or repeal the bylaws or adopt new bylaws, subject to repeal or change by action of the shareholders shall be vested in the Board unless reserved to the shareholders by the Articles of Incorporation.

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EX-3.11

Exhibit 3.11

EX-3.12

Exhibit 3.12

AMENDED AND RESTATED BYLAWS OF

PROTECTION SERVICES INC.

ARTICLE I

OFFICES

Section 1.1.  Registered Office.  The registered office of Protection Services Inc. (the “Corporation”) in the Commonwealth of Pennsylvania (the “Commonwealth”) shall be as specified in the Articles of Incorporation of the Corporation as they may from time to time be amended (the “Articles”) or at such other place as the Board of Directors of the Corporation (the “Board”) may specify in a statement of change of registered office filed with the Department of State of the Commonwealth.

Section 1.2.  Other Offices.  The Corporation may also have an office or offices at such other place or places either within or without the Commonwealth as the Board may from time to time determine or the business of the Corporation requires.

ARTICLE II

MEETINGS OF THE SHAREHOLDERS

Section 2.1.  Place.  All meetings of shareholders shall be held at such places, within or without the Commonwealth, as the Board may from time to time determine.

Section 2.2.  Annual Meeting.  A meeting of the shareholders for the election of members of the Board and the transaction of such other business as may properly be brought before the meeting shall be held once each calendar year on such date and at such time as may be fixed by the Board.

Section 2.3.  Written Ballot.  Unless required by a vote of the shareholders before the voting begins, elections of directors need not be by written ballot.

Section 2.4.  Special Meetings.  Special meetings of the shareholders, for any purpose or purposes, may be called at any time by: (a) the Board, (b) unless otherwise provided in the Articles, by shareholders entitled to cast at least twenty percent (20%) of the votes that all shareholders are entitled to cast at the particular meeting, or (c) by the President of the Corporation.  Any request for a special meeting of shareholders shall state the purpose or purposes of the proposed meeting.  Upon receipt of any such request, it shall be the duty of the Secretary of the Corporation to fix the time of the meeting which, if the meeting is called pursuant to a statutory right, shall be held not more than sixty (60) days after receipt of the request.  If the Secretary of the Corporation shall neglect or refuse to fix the date of the meeting and give notice thereof, the person or persons calling the meeting may do so.

Section 2.5.  Scope of Special Meetings.  Business transacted at any special meeting shall be confined to the business stated in the notice.

Section 2.6.  Notice.  Written notice of every meeting of the shareholders, stating the place, the date and hour thereof and, in the case of a special meeting of the shareholders, the general nature of the business to be transacted thereat, shall be given in a manner consistent with applicable law.

Any notice of any meeting of shareholders may state that, for purposes of any meeting that has been previously adjourned for one or more periods aggregating at least fifteen (15) days because of an absence of a quorum, the shareholders entitled to vote who attend such a meeting, although less than a quorum pursuant to Section 2.7 of these Bylaws, shall nevertheless constitute a quorum for the purpose of acting upon any matter set forth in the original notice of the meeting that was so adjourned.

Section 2.7.  Quorum.  The shareholders present in person or by proxy, entitled to cast at least a majority of the votes that all shareholders are entitled to cast on any particular matter to be acted upon at the meeting, shall constitute a quorum for the purposes of consideration of, and action on, such matter.

The shareholders present in person or by proxy at a duly organized meeting can continue to do business until the adjournment thereof notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

If a meeting cannot be organized because a quorum has not attended, the shareholders present in person or by proxy may, except as otherwise provided by the Pennsylvania Business Corporation Law of 1988, as amended from time to time (the “1988 BCL”) and subject to the provisions of Section 2.8 of these Bylaws, adjourn the meeting to such time and place as they may determine.

Section 2.8.  Adjournment.  Adjournments of any regular or special meeting may be taken, but any meeting at which directors are to be elected shall be adjourned only from day to day, or for such longer periods not exceeding fifteen days each as the shareholders present and entitled to vote shall direct, until the directors have been elected.  Other than as provided in the last sentence of Section 2.6 of these Bylaws, notice of the adjourned meeting or the business to be transacted thereat need not be given, other than announcement at the meeting at which adjournment is taken, unless the Board fixes a new record date for the adjourned meeting or the 1988 BCL requires notice of the business to be transacted and such notice has not previously been given.  At any adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted at the meeting as originally noticed.

Those shareholders entitled to vote, present in person or by proxy, although less than a quorum, shall nevertheless constitute a quorum for the purpose of (a) electing directors at a meeting called for the election of directors that has been previously adjourned for lack of a quorum, and (b) acting, at a meeting that has been adjourned for one or more periods aggregating fifteen (15) days because of an absence of a quorum, upon any matter set forth in the original notice of such adjourned meeting.

Section 2.9.  Majority Voting.  Any matter brought before a duly organized meeting for a vote of the shareholders shall be decided by a majority of the votes cast at such

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meeting by the shareholders present in person or by proxy and entitled to vote thereon, unless the matter is one for which a different vote is required by these Bylaws or applicable law, in any of which case(s) such express provision shall govern and control the decision on such matter.

Section 2.10.  Voting Rights.  Except as otherwise provided in the Articles, at every meeting of the shareholders, every shareholder entitled to vote shall have the right to one vote for each share having voting power standing in his or her name on the books of the Corporation.  Shares of the Corporation owned by it, directly or indirectly, and controlled by the Board, directly or indirectly, shall not be voted.

Section 2.11.Election of Directors.  Shareholders shall not have the right to cumulate votes in the election of directors.  In the election of directors, each shareholder shall have the right to cast a number of votes equal to the number shares standing in such shareholder’s name on the books of the corporation, and shall have the right to cast such number of votes (without cumulation) for a number of candidates equal to the number of directors to be elected.  (For example, if 40 shares stand in a shareholder’s name on the books of the corporation and three directors are to be elected, then such shareholder shall have the right to cast 40 votes for each of three candidates.)  The candidates for election as directors receiving the highest numbers of votes cast, even though not a majority of the votes cast, shall be elected.  If a class or group of classes of shares is entitled to elect directors separately, then voting in the election of directors shall proceed by class but otherwise as set forth in the preceding sentences.

Section 2.12.  Proxies.  Every shareholder entitled to vote at a meeting of the shareholders or to express consent or dissent to corporate action in writing may authorize another person to act for him or her by proxy.  The presence of, or vote or other action at a meeting of shareholders, or the expression of consent or dissent to corporate action in writing, by a proxy of a shareholder, shall constitute the presence of, or vote or action by, or written consent or dissent of the shareholder.  Every proxy shall be executed in writing by the shareholder or by the shareholder’s duly authorized attorney-in-fact and filed with the Secretary of the Corporation.  A proxy, unless coupled with an interest, shall be revocable at will, notwithstanding any other agreement or any provision in the proxy to the contrary, but the revocation of a proxy shall not be effective until written notice of revocation has been given to the Secretary of the Corporation.  No unrevoked proxy shall be valid after three years from the date of its execution, unless a longer time is expressly provided therein.  A proxy shall not be revoked by the death or incapacity of the maker unless, before the vote is counted or the authority is exercised, written notice of such death or incapacity is given to the Secretary of the Corporation or its designated agent.

Section 2.13.  Voting Lists.  The officer or agent having charge of the transfer books for securities of the Corporation shall make a complete list of the shareholders entitled to vote at a meeting of the shareholders, arranged in alphabetical order, with the address of and the number of shares held by each shareholder.  This list shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting.

Section 2.14.  Judges of Election.  In advance of any meeting of the shareholders, the Board may appoint judges of election, who need not be shareholders, to act at such meeting

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or any adjournment thereof.  If judges of election are not so appointed, the presiding officer of any such meeting may, and on the request of any shareholder shall, appoint judges of election at the meeting.  The number of judges shall be one or three, as determined by the Board to be appropriate under the circumstances.  No person who is a candidate for office to be filled at the meeting shall act as a judge at the meeting.

The judges of election shall do all such acts as may be proper to conduct the election or vote with fairness to all shareholders, and shall make a written report of any matter determined by them and execute a certificate of any fact found by them, if requested by the presiding officer of the meeting or any shareholder or the proxy of any shareholder.  If there are three judges of election, the decision, act or certificate of a majority shall be effective in all respects as the decision, act or certificate of all.

Section 2.15.  Participation by Conference Call.  The right of any shareholder to participate in any shareholders’ meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting may hear each other, in which event all shareholders so participating shall be deemed present at such meeting, shall be granted solely in the discretion of the Board.

ARTICLE III

SHAREHOLDER ACTION BY WRITTEN CONSENT

Section 3.1.  Unanimous Written Consent.  Any action required or permitted to be taken at a meeting of the shareholders or of a class of shareholders may be taken without a meeting if, prior or subsequent to the action, a consent or consents thereto in writing, setting forth the action so taken, shall be signed by all of the shareholders who would be entitled to vote at a meeting for such purpose and filed with the Secretary of the Corporation.

Section 3.2.  Partial Written Consent.  Any action required or permitted to be taken at a meeting of the shareholders or of a class of shareholders may be taken without a meeting upon the written consent of shareholders who would have been entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote thereon were present and voting.  The consents shall be filed with the Secretary of the Corporation.  An action taken pursuant to this section shall not become effective until after at least ten (10) days written notice has been given to each shareholder entitled to vote thereon who has not consented thereto.

Section 3.3.  Record Date - Consents.  Except as otherwise provided in Section 8.1 of these Bylaws, the record date for determining shareholders entitled to (a) express consent or dissent to action in writing without a meeting, when prior action by the Board is not necessary, (b) call a special meeting of the shareholders or (c) propose an amendment of the Articles, shall be at the close of business on the day on which the first written consent or dissent, request for a special meeting or petition proposing an amendment of the Articles is filed with the Secretary of the Corporation.  If prior action by the Board is necessary, the record date for determining such shareholders shall be at the close of business on the day on which the Board adopts the resolution relating to such action.

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ARTICLE IV

DIRECTORS

Section 4.1.  Number and Qualifications.  The Board shall, upon adoption of these bylaws, consist of five directors.  Except as provided in Section 4.4 of these Bylaws in the case of vacancies, directors shall be elected by the shareholders.  Directors shall be natural persons of full age and need not be residents of the Commonwealth or security holders of the Corporation.

Section 4.2.  Term.  Each director shall be elected for a one year term and until his successor has been selected and qualified or until his earlier death, resignation or removal.  Any director may resign at any time upon written notice to the Corporation.  The resignation shall be effective upon receipt thereof by the corporation or at such subsequent time as shall be specified in the notice of resignation.

Section 4.3.  Nominations of Directors.  Nominees for election to the Board shall be selected by the Board or a committee of the Board to which the Board has delegated the authority to make such selections.  The Board or such committee, as the case may be, may consider written recommendations from shareholders for nominees for election to the Board provided any such recommendation, together with (a) a written description of the proposed nominee’s qualifications and other relevant biographical information, (b) a description of any arrangements or understandings among the recommending shareholder and each nominee and any other person with respect to such nomination, and (c) the consent of each nominee to serve as a director of the Corporation if so elected, is received by the Secretary of the Corporation not later than the tenth (10th) day after the giving of notice of the meeting at which directors are to be elected.  Only persons duly nominated for election to the Board in accordance with this Section 4.3 shall be eligible for election to the Board.

Section 4.4.  Vacancies.  Vacancies in the Board, including vacancies resulting from an increase in the number of directors, may be filled by a majority vote of the remaining members of the Board, even though less than a quorum, or by a sole remaining director, and each person so elected shall serve as a director for the balance of the unexpired term.  If one or more directors resign from the Board effective at a future date, the directors then in office, including those who have resigned, shall have the power to fill the vacancies by a majority vote, the vote thereon to take effect when the resignations become effective.

Section 4.5.  Removal.  The entire Board or any one or more directors may be removed from office without assigning any cause by the vote of the shareholders.

Section 4.6.  Powers.  The business and affairs of the Corporation shall be managed under the direction of its Board, which may exercise all powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles or these Bylaws directed or required to be exercised and done by the shareholders.

Section 4.7.  Place of Board Meetings.  Meetings of the Board may be held at such place within or without the Commonwealth as the Board may from time to time appoint or as may be designated in the notice of the meeting.

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Section 4.8.  First Meeting of Newly Elected Board.  The first meeting of each newly elected Board may be held at the same place and immediately after the meeting at which such directors were elected and no notice shall be required other than announcement at such meeting.  If such first meeting of the newly elected Board is not so held, notice of such meeting shall be given in the same manner as set forth in Section 4.9 of these Bylaws with respect to notice of regular meetings of the Board.

Section 4.9.  Regular Board Meetings; Notice.  Regular meetings of the Board may be held at such times and places as shall be determined from time to time by resolution of at least a majority of the whole Board at a duly convened meeting, or by unanimous written consent.  The Secretary may, but need not, provide notice of each regular meeting of the Board, specifying the date, place and hour of the meeting.

Section 4.10.  Special Board Meetings; Notice.  Special meetings of the Board may be called by the President of the Corporation on notice to each director, specifying the date, place and hour of the meeting and given not less than five days before the day named for the meeting.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board need be specified in the notice of the meeting.

Section 4.11.  Quorum of the Board.  At all meetings of the Board, the presence of a majority of the directors in office shall constitute a quorum for the transaction of business, and the acts of a majority of the directors present and voting at a meeting at which a quorum is present shall be the acts of the Board.  If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting.  It shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted thereat other than by announcement at the meeting at which such adjournment is taken.

Section 4.12.  Committees of Directors.  The Board may, by resolution adopted by a majority of the directors in office, establish one or more committees, each committee to consist of one or more of the directors, and may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee or for the purposes of any written action by the committee.  Any such committee, to the extent provided in such resolution of the Board, shall have and may exercise all of the powers and authority of the Board; except those powers and authority prohibited by applicable law.  In the absence or disqualification of a member or alternate member or members of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not a quorum is present, may unanimously appoint another director to act at the meeting in the place of any absent or disqualified member.  Minutes of all meetings of any committee of the Board shall be kept by the person designated by such committee to keep such minutes.  Copies of such minutes and any writing setting forth an action taken by written consent without a meeting shall be distributed to each member of the Board promptly after such meeting is held or such action is taken.  Each committee of the Board shall serve at the pleasure of the Board.

Section 4.13.  Participation in Board Meetings by Telephone.  One or more directors may participate in a meeting of the Board or of a committee of the Board by means of conference telephone or similar communications equipment by means of which all persons

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participating in the meeting can hear each other, and all directors so participating shall be deemed present at the meeting.

Section 4.14.  Action by Consent of Directors.  Any action required or permitted to be taken at a meeting of the Board or of a committee of the Board may be taken without a meeting if, prior or subsequent to the action, a consent or consents in writing setting forth the action so taken shall be signed by all of the directors in office or the members of the committee, as the case may be, and filed with the Secretary of the Corporation.

Compensation of Directors.  The Board may, by resolution, fix the compensation of directors for their services as directors.  A director may also serve the Corporation in any other capacity and receive compensation therefore.

Section 4.15.  Directors’ Liability.  No person who is or was a director of the Corporation shall be personally liable for monetary damages for any action taken, or any failure to take any action, unless (a) such director has breached or failed to perform the duties of his or her office under the 1988 BCL and (b) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness, or unless such liability is imposed pursuant to a criminal statute or for the payment of taxes pursuant to local, state or federal law.

ARTICLE V

OFFICERS

Section 5.1.  Principal Officers.  The officers of the Corporation shall be chosen by the Board, and shall include a President, a Vice President, a Secretary and a Treasurer (each a “Principal Officer”)  Each officer shall be natural persons of full age.  The Treasurer may be a corporation, but if a natural person, shall be of full age.  Any number of offices may be held by the same person.

Section 5.2.  Electing Principal Officers.  The Board, immediately after each annual meeting of the shareholders, shall elect the Principal Officers of the Corporation, none of whom need be members of the Board.

Section 5.3.  Other Officers.  The Corporation may have such other officers, assistant officers, agents and employees as the Board may deem necessary, each of whom shall hold office for such period, have such authority and perform such duties as the Board or the President may from time to time determine.  The Board may delegate to any Principal Officer the power to appoint or remove, and set the compensation of, any such other officers and any such agents or employees.

Section 5.4.  Compensation.  Except as provided in Section 5.3 of these Bylaws, the salaries of all officers of the Corporation shall be fixed by the Board.

Section 5.5.  Term of Office; Removal.  Each officer of the Corporation shall hold office until his or her successor has been chosen and qualified or until his or her earlier death, resignation or removal.  Vacancies of any office shall be filled by the Board.  Any officer or agent may be removed by the Board with or without cause, but such removal shall be without

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prejudice to the contract rights, if any, of the person so removed.  The election or appointment of an officer or agent shall not of itself create any contract rights.

Section 5.5.  The President.  The President shall preside at all meetings of the shareholders and directors, shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board are carried into effect.

Section 5.6.  The Vice-President.  The Vice-President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President, and shall perform such other duties as the Board may prescribe or the President may delegate to him or her.

Section 5.7.  The Secretary.  The Secretary shall attend all sessions of the Board and all meetings of the shareholders and record all the votes of the Corporation and the minutes of all the transactions in a book to be kept for that purpose, and shall perform like duties for the committees of the Board when required.  The Secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the Board, and shall perform such other duties as may be prescribed by the Board or the President, under whose supervision the Secretary shall be.  He or she shall keep in safe custody the corporate seal, if any, of the Corporation.

Section 5.8.  The Treasurer.

(a)The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as shall be designated by the Board.

(b)The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and directors, at the regular meetings of the Board, or whenever they may require it, an account of all his or her transactions as Treasurer.

Section 5.9.  Bonds.  If required by the Board, any officer shall give the Corporation a bond in such sum, and with such surety or sureties as may be satisfactory to the Board, for the faithful discharge of the duties of his or her office and for the restoration to the Corporation, in the case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Corporation.

ARTICLE VI

CERTIFICATES FOR SHARES

Section 6.1.  Share Certificates.  The shares of the Corporation shall be represented by certificates or shall be uncertificated shares.  Except as provided by law, the rights and obligations of the holders of shares represented by certificates and the rights and obligations of the holders of uncertificated shares of the same class and series shall be identical.

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The certificates representing shares of the Corporation shall be numbered and registered in a share register as they are issued.  The share register shall exhibit the names and addresses of all registered holders and the number and class of shares and the series, if any, held by each.  The Certificate shall state that the Corporation is incorporated under the laws of the Commonwealth, the name of the registered holder and the number and class of shares and the series, if any, represented thereby.

Section 6.2.  Execution of Certificates.  Every share certificate shall be executed, by facsimile or otherwise, by or on behalf of the Corporation issuing the shares in such manner as it may determine.

ARTICLE VII

TRANSFER OF SHARES

Section 7.1.  Transfer; Duty of Inquiry.  Upon presentment to the Corporation or its transfer agent of a share certificate endorsed by the appropriate person or accompanied by proper evidence of succession, assignment or authority to transfer in conformity with the transfer restrictions indicated on the share certificate and in the Stock Restriction Agreement, a new certificate shall be issued to the person entitled thereto and the old certificate cancelled and the transfer registered upon the books of the Corporation, unless the Corporation or its transfer agent has a duty to inquire as to adverse claims with respect to such transfer which has not been discharged.  The Corporation shall have no duty to inquire into adverse claims with respect to transfers of its securities or the rightfulness thereof unless (a) the Corporation has received written notification of an adverse claim at a time and in a manner which affords the Corporation a reasonable opportunity to act on it before the issuance of a new, reissued or re-registered share certificate and the notification identifies the claimant, the registered owner and the issue of which the share or shares are a part and provides an address for communications directed to the claimant; or (b) the Corporation has required and obtained, with respect to a fiduciary, a copy of a will, trust, indenture, articles of co-partnership, bylaws or other controlling instruments, for a purpose other than to obtain appropriate evidence of the appointment or incumbency of the fiduciary, and such documents indicate, upon reasonable inspection, the existence of an adverse claim.

Section 7.2.  Discharging Duty of Inquiry.  The Corporation may discharge any duty of inquiry by any reasonable means, including notifying an adverse claimant by registered or certified mail at the address furnished by the claimant or, if there is no such address, at the claimant’s residence or regular place of business, that the security has been presented for registration of transfer by a named person, and that the transfer will be registered unless within thirty (30) days from the date of mailing the notification, either (a) an appropriate restraining order, injunction or other process issues from a court of competent jurisdiction or (b) an indemnity bond, sufficient in the Corporation’s judgment to protect the Corporation and any transfer agent, registrar or other agent of the Corporation involved from any loss which it or they may suffer by complying with the adverse claim, is filed with the Corporation.

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ARTICLE VIII

RECORD DATE; IDENTITY OF SHAREHOLDERS

Section 8.1.  Record Date.  The Board may fix a time, prior to the date of any meeting of the shareholders, as a record date for the determination of the shareholders entitled to notice of, or to vote at, the meeting, which time, except in the case of an adjourned meeting, shall not be more than ninety (90) days prior to the date of the meeting.  Only the shareholders of record at the close of business on the date so fixed shall be entitled to notice of, or to vote at, such meeting, notwithstanding any transfer of securities on the books of the Corporation after any record date so fixed.  The Board may similarly fix a record date for the determination of shareholders for any other purpose.  When a determination of shareholders of record has been made as herein provided for purposes of a meeting, the determination shall apply to any adjournment thereof unless the Board fixes a new record date for the adjourned meeting.

Section 8.2.  Certification of Nominee.  The Board may adopt a procedure whereby a shareholder may certify in writing to the Secretary of the Corporation that all or a portion of the shares registered in the name of the shareholder are held for the account of a specified person or persons.  The Board, in adopting such procedure, may specify (a) the classification of shareholder who may certify, (b) the purpose or purposes for which the certification may be made, (c) the form of certification and the information to be contained therein, (d) as to certifications with respect to a record date, the date after the record date by which the certification must be received by the Secretary of the Corporation, and (e) such other provisions with respect to the procedure as the Board deems necessary or desirable.  Upon receipt by the Secretary of the Corporation of a certification complying with this procedure, the persons specified in the certification shall be deemed, for the purpose or purposes set forth in the certification, to be the holders of record of the number of shares specified instead of the persons making the certification.

ARTICLE IX

REGISTERED SHAREHOLDERS

Section 9.1.  Before due presentment for transfer of any shares, the Corporation shall treat the registered owner thereof as the person exclusively entitled to vote, to receive notifications and otherwise to exercise all the rights and powers of an owner, and shall not be bound to recognize any equitable or other claim or interest in such securities, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the Commonwealth or these Bylaws.

ARTICLE X

LOST CERTIFICATES

Section 10.1.  If the owner of a share certificate claims that it has been lost, destroyed, or wrongfully taken, the Corporation shall issue a new certificate in place of the original certificate if the owner so requests before the Corporation has notice that the certificate

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has been acquired by a bona fide purchaser, and if the owner has filed with the Corporation an indemnity bond and an affidavit of the facts satisfactory to the Board or its designated agent, and has complied with such other reasonable requirements, if any, as the Board may deem appropriate.

ARTICLE XI

DISTRIBUTIONS

Section 11.1.  Distributions.  Distributions upon the shares of the Corporation, whether by dividend, purchase or redemption or other acquisition of its shares subject to any provisions of the Articles related thereto, may be authorized by the Board at any regular or special meeting of the Board and may be paid directly or indirectly in cash, in property or by the incurrence of indebtedness by the Corporation.

Section 11.2.  Reserves.  Before the making of any distributions, there may be set aside out of any funds of the Corporation available for distributions such sum or sums as the Board from time to time, in its absolute discretion, deems proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Board shall deem conducive to the interests of the Corporation, and the Board may abolish any such reserve in the manner in which it was created.

Section 11.3.  Stock Dividends/Splits.  Stock dividends or splits upon the shares of the Corporation, subject to any provisions of the Articles related thereto, may be authorized by the Board at any regular or special meeting of the Board.

ARTICLE XII

GENERAL PROVISIONS

Section 12.1.  Checks and Notes.  All checks or demands for money and notes of the Corporation shall be signed by such officer or officers as the Board may from time to time designate.

Section 12.3.  Fiscal Year.  The fiscal year of the Corporation shall be as determined by the Board.

Section 12.4.  Seal.  The corporate seal, if any, shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Pennsylvania.”  Such seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.  The affixation of the corporate seal shall not be necessary to the valid execution, assignment or endorsement of any instrument or other document by the Corporation.

Section 12.5.  Notices.  Whenever, under the provisions of the 1988 BCL or of the Articles or of these Bylaws or otherwise, written notice is required to be given to any person, it may be given to such person either personally or by sending a copy thereof by first class or

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express mail, postage prepaid, courier service (with charges prepaid), facsimile transmission, electronic mail or other electronic communication to his or her address, (his or her facsimile number or electronic mail address), appearing on the books of the Corporation or, in the case of directors, supplied by the director to the Corporation for the purpose of notice.  If the notice is sent by mail or courier service, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with a courier service for delivery to that person.  A notice given by facsimile transmission, electronic mail or other electronic communication shall be deemed to have been given when sent.

Section 12.6.  Waiver of Notice.  Whenever any notice is required to be given by the 1988 BCL or by the Articles or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.  Neither the business to be transacted at nor the purpose of a meeting need be specified in the waiver of notice of the meeting.  Attendance of a person at any meeting shall constitute a waiver of notice of the meeting, except where any person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened, and the person so objects at the beginning of the meeting.

ARTICLE XIII

AMENDMENTS

Section 13.1.  Amendments.  The Bylaws may be adopted, amended or repealed by a majority vote of the shareholders entitled to vote thereon at any regular or special meeting duly convened or, except for a bylaw on a subject expressly committed to the shareholders by the 1988 BCL, by a majority vote of the members of the Board at any regular or special meeting duly convened, subject always to the power of the shareholders to change such action by the directors; however, whenever the Bylaws require for the taking of any action by the shareholders or a class of shareholders a specific number or percentage of votes, the provision of the Bylaws setting forth that requirement shall not be amended or repealed by any lesser number or percentage of votes of the shareholders or of the class of shareholders.  In the case of a meeting of shareholders, written notice shall be given to each shareholder that the purpose, or one of the purposes, of the meeting is to consider the adoption, amendment or repeal of the Bylaws.  There shall be included in, or enclosed with the notice, a copy of the proposed amendment or a summary of the changes to be effected thereby.  Any change in the Bylaws shall take effect when adopted unless otherwise provided in the resolution effecting the change.

ARTICLE XIV

INDEMNIFICATION

Section 14.1.  Officers and Directors - Direct Actions.  The Corporation shall indemnify any director or officer of the Corporation (as used herein, the phrase “director or officer of the Corporation” shall mean any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture,

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trust or other enterprise), any person who was or is a party (other than a party plaintiff suing on his or her own behalf), or who is threatened to be made such a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a representative of another domestic or foreign corporation for profit or no-for-profit, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she met the standard of conduct of (a) acting in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation and (b) with respect to any criminal proceeding, having no reasonable cause to believe his or her conduct was unlawful.  The termination of any action or proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that the person (a) did not act in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation and (b) with respect to any criminal proceeding, had reasonable cause to believe that his or her conduct was unlawful.

Section 14.2.  Officers and Directors - Derivative Actions.  The Corporation shall indemnify any director or officer of the Corporation who was or is a party (other than a party suing in the right of the Corporation), or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding by or in the right of the Corporation to procure a judgment in the Corporation’s favor by reason of the fact that he or she is or was a director or officer of the Corporation, against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of the action, suit or proceeding if he or she met the standard of conduct of acting in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation.  Indemnification shall not be made under this Section in respect of any claim, issue or matter as to which the person has been adjudged to be liable to the Corporation unless and only to the extent that the Court of Common Pleas of the judicial district embracing the county in which the registered office of the Corporation is located or the court in which the action, suit or proceeding was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for the expenses that the Court of Common Pleas or other court deems proper.

Section 14.3.  Employees and Agents.  The Corporation may, to the extent permitted by the 1988 BCL, indemnify any employee or agent of the Corporation (as used in this Article XIV, the phrase “employee or agent of the Corporation shall mean any person who is or was an employee or agent of the Corporation, other than an officer, or is or was serving at the request of the Corporation as an employee or agent of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise) who was or is a party, or who is threatened to be made such a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding by reason of the fact that he or she is or was an employee or agent of the Corporation, provided he or she has met the standard of conduct set forth in Sections 14.1 and 14.2, subject to the

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limitations set forth in Section 14.2 in the case of an action, suit or proceeding by or in the right of the Corporation to procure a judgment in the Corporation’s favor.

Section 14.4.  Mandatory Indemnification.  To the extent that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action or proceeding referred to in Sections 14.1, 14.2 or 14.3 of this Article XIV, or in defense of any claim, issue or matter therein, he or she shall be indemnified by the Corporation against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

Section 14.5.  Advancing Expenses.  Expenses (including attorneys’ fees) incurred by a director or officer of the Corporation or an employee or agent of the Corporation in defending any action or proceeding referred to in this Article XIV may be paid by the Corporation in advance of the final disposition of the action or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it is ultimately determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article XIV.

Section 14.6.  Procedure.

(a)Unless ordered by a court, any indemnification under Section 14.1, 14.2 or 14.3 or advancement of expenses under Section 14.5 of this Article XIV shall be made by the Corporation only as authorized in a specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 14.1, 14.2 or 14.3.

(b)All determinations under this Section 14.6 shall be made:

(1)With respect to indemnification under Section 14.3 and advancement of expenses to an employee or agent of the Corporation, other than an officer, by the Board by a majority vote.

(2)With respect to indemnification under Section 14.1 or 14.2 and advancement of expenses to a director or officer of the Corporation,

(B)By the Board by a majority vote of a quorum consisting of directors who were not parties to such action or proceeding, or

(C)If such a quorum is not obtainable, or, if obtainable and if a majority vote of a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or

(D)By the shareholders.

Section 14.7.  Nonexclusivity of Indemnification.

(a)The indemnification and advancement of expenses provided by, or granted pursuant to, this Article XIV shall not be deemed exclusive of any other rights to which a

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person seeking indemnification or advancement of expenses may be entitled under any Bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to actions in his or her official capacity and as to actions in another capacity while holding that office.  Section 1728 (relating to interested directors; quorum) of the 1988 BCL, or any successor section, shall be applicable to any Bylaw, contract or transaction authorized by the directors under this Section 14.7.  The Corporation may create a fund of any nature, which may, but need not be, under the control of a trustee, or otherwise secure or insure in any manner its indemnification obligations, whether arising under or pursuant to this Article XIV or otherwise.

(b)Indemnification pursuant to Section 14.7(a) hereof shall not be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.

(c)Indemnification pursuant to Section 14.7(a) under any Bylaw, agreement, vote of shareholders or directors or otherwise, may be granted for any action taken or any failure to take any action and may be made whether or not the Corporation would have the power to indemnify the person under any other provision of law except as provided in this Section 14.7 and whether or not the indemnified liability arises or arose from any threatened or pending or completed action by or in the right of the Corporation.

Section 14.8.  Insurance.  The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation or an employee or agent of the Corporation, against any liability asserted against such person and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against that liability under the provisions of this Article XIV or otherwise.

Section 14.9.  Past Officers and Directors.  The indemnification and advancement of expenses provided by, or granted pursuant to, this Article XIV shall continue as to a person who has ceased to be a director, officer, employee or agent of the Corporation and shall inure to the benefit of the heirs and personal representatives of that person.

Section 14.10.  Surviving or New Corporations.  References to “the Corporation” in this Article XIV include all constituent corporations absorbed in a consolidation, merger or division, as well as the surviving or new corporation resulting therefrom, so that any director, officer, employee or agent of the constituent, surviving or new corporation shall stand in the same position under the provisions of this Article XIV with respect to the surviving or new corporation as he or she would if he or she had served the surviving or new corporation in the same capacity.

Section 14.11.  Employee Benefit Plans.

(a)References in this Article XIV to “other enterprises” shall include employee benefit plans and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation that imposes duties on, or involves services by, the person with respect to an employee benefit plan, its participants or beneficiaries.

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(b)Excise taxes assessed on a person with respect to an employee benefit plan pursuant to applicable law shall be deemed “fines.”

(c)Action with respect to an employee benefit plan taken or omitted in good faith by a director, officer, employee or agent of the Corporation in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of the plan shall be deemed to be action in a manner that is not opposed to the best interests of the Corporation.

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EX-3.13

Exhibit 3.13

EX-3.14

Exhibit 3.14

AMENDED AND RESTATED BYLAWS OF

SCI PRODUCTS INC.

ARTICLE I

OFFICES

Section 1.1.  Registered Office.  The registered office of SCI Products Inc. (the “Corporation”) in the Commonwealth of Pennsylvania (the “Commonwealth”) shall be as specified in the Articles of Incorporation of the Corporation as they may from time to time be amended (the “Articles”) or at such other place as the Board of Directors of the Corporation (the “Board”) may specify in a statement of change of registered office filed with the Department of State of the Commonwealth.

Section 1.2.  Other Offices.  The Corporation may also have an office or offices at such other place or places either within or without the Commonwealth as the Board may from time to time determine or the business of the Corporation requires.

ARTICLE II

MEETINGS OF THE SHAREHOLDERS

Section 2.1.  Place.  All meetings of shareholders shall be held at such places, within or without the Commonwealth, as the Board may from time to time determine.

Section 2.2.  Annual Meeting.  A meeting of the shareholders for the election of members of the Board and the transaction of such other business as may properly be brought before the meeting shall be held once each calendar year on such date and at such time as may be fixed by the Board.

Section 2.3.  Written Ballot.  Unless required by a vote of the shareholders before the voting begins, elections of directors need not be by written ballot.

Section 2.4.  Special Meetings.  Special meetings of the shareholders, for any purpose or purposes, may be called at any time by: (a) the Board, (b) unless otherwise provided in the Articles, by shareholders entitled to cast at least twenty percent (20%) of the votes that all shareholders are entitled to cast at the particular meeting, or (c) by the President of the Corporation.  Any request for a special meeting of shareholders shall state the purpose or purposes of the proposed meeting.  Upon receipt of any such request, it shall be the duty of the Secretary of the Corporation to fix the time of the meeting which, if the meeting is called pursuant to a statutory right, shall be held not more than sixty (60) days after receipt of the request.  If the Secretary of the Corporation shall neglect or refuse to fix the date of the meeting and give notice thereof, the person or persons calling the meeting may do so.

Section 2.5.  Scope of Special Meetings.  Business transacted at any special meeting shall be confined to the business stated in the notice.

Section 2.6.  Notice.  Written notice of every meeting of the shareholders, stating the place, the date and hour thereof and, in the case of a special meeting of the shareholders, the general nature of the business to be transacted thereat, shall be given in a manner consistent with applicable law.

Any notice of any meeting of shareholders may state that, for purposes of any meeting that has been previously adjourned for one or more periods aggregating at least fifteen (15) days because of an absence of a quorum, the shareholders entitled to vote who attend such a meeting, although less than a quorum pursuant to Section 2.7 of these Bylaws, shall nevertheless constitute a quorum for the purpose of acting upon any matter set forth in the original notice of the meeting that was so adjourned.

Section 2.7.  Quorum.  The shareholders present in person or by proxy, entitled to cast at least a majority of the votes that all shareholders are entitled to cast on any particular matter to be acted upon at the meeting, shall constitute a quorum for the purposes of consideration of, and action on, such matter.

The shareholders present in person or by proxy at a duly organized meeting can continue to do business until the adjournment thereof notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

If a meeting cannot be organized because a quorum has not attended, the shareholders present in person or by proxy may, except as otherwise provided by the Pennsylvania Business Corporation Law of 1988, as amended from time to time (the “1988 BCL”) and subject to the provisions of Section 2.8 of these Bylaws, adjourn the meeting to such time and place as they may determine.

Section 2.8.  Adjournment.  Adjournments of any regular or special meeting may be taken, but any meeting at which directors are to be elected shall be adjourned only from day to day, or for such longer periods not exceeding fifteen days each as the shareholders present and entitled to vote shall direct, until the directors have been elected.  Other than as provided in the last sentence of Section 2.6 of these Bylaws, notice of the adjourned meeting or the business to be transacted thereat need not be given, other than announcement at the meeting at which adjournment is taken, unless the Board fixes a new record date for the adjourned meeting or the 1988 BCL requires notice of the business to be transacted and such notice has not previously been given.  At any adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted at the meeting as originally noticed.

Those shareholders entitled to vote, present in person or by proxy, although less than a quorum, shall nevertheless constitute a quorum for the purpose of (a) electing directors at a meeting called for the election of directors that has been previously adjourned for lack of a quorum, and (b) acting, at a meeting that has been adjourned for one or more periods aggregating fifteen (15) days because of an absence of a quorum, upon any matter set forth in the original notice of such adjourned meeting.

Section 2.9.  Majority Voting.  Any matter brought before a duly organized meeting for a vote of the shareholders shall be decided by a majority of the votes cast at such

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meeting by the shareholders present in person or by proxy and entitled to vote thereon, unless the matter is one for which a different vote is required by these Bylaws or applicable law, in any of which case(s) such express provision shall govern and control the decision on such matter.

Section 2.10.  Voting Rights.  Except as otherwise provided in the Articles, at every meeting of the shareholders, every shareholder entitled to vote shall have the right to one vote for each share having voting power standing in his or her name on the books of the Corporation.  Shares of the Corporation owned by it, directly or indirectly, and controlled by the Board, directly or indirectly, shall not be voted.

Section 2.11.  Election of Directors.  Shareholders shall not have the right to cumulate votes in the election of directors.  In the election of directors, each shareholder shall have the right to cast a number of votes equal to the number shares standing in such shareholder’s name on the books of the corporation, and shall have the right to cast such number of votes (without cumulation) for a number of candidates equal to the number of directors to be elected.  (For example, if 40 shares stand in a shareholder’s name on the books of the corporation and three directors are to be elected, then such shareholder shall have the right to cast 40 votes for each of three candidates.)  The candidates for election as directors receiving the highest numbers of votes cast, even though not a majority of the votes cast, shall be elected.  If a class or group of classes of shares is entitled to elect directors separately, then voting in the election of directors shall proceed by class but otherwise as set forth in the preceding sentences.

Section 2.12.  Proxies.  Every shareholder entitled to vote at a meeting of the shareholders or to express consent or dissent to corporate action in writing may authorize another person to act for him or her by proxy.  The presence of, or vote or other action at a meeting of shareholders, or the expression of consent or dissent to corporate action in writing, by a proxy of a shareholder, shall constitute the presence of, or vote or action by, or written consent or dissent of the shareholder.  Every proxy shall be executed in writing by the shareholder or by the shareholder’s duly authorized attorney-in-fact and filed with the Secretary of the Corporation.  A proxy, unless coupled with an interest, shall be revocable at will, notwithstanding any other agreement or any provision in the proxy to the contrary, but the revocation of a proxy shall not be effective until written notice of revocation has been given to the Secretary of the Corporation.  No unrevoked proxy shall be valid after three years from the date of its execution, unless a longer time is expressly provided therein.  A proxy shall not be revoked by the death or incapacity of the maker unless, before the vote is counted or the authority is exercised, written notice of such death or incapacity is given to the Secretary of the Corporation or its designated agent.

Section 2.13.  Voting Lists.  The officer or agent having charge of the transfer books for securities of the Corporation shall make a complete list of the shareholders entitled to vote at a meeting of the shareholders, arranged in alphabetical order, with the address of and the number of shares held by each shareholder.  This list shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting.

Section 2.14.  Judges of Election.  In advance of any meeting of the shareholders, the Board may appoint judges of election, who need not be shareholders, to act at such meeting

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or any adjournment thereof.  If judges of election are not so appointed, the presiding officer of any such meeting may, and on the request of any shareholder shall, appoint judges of election at the meeting.  The number of judges shall be one or three, as determined by the Board to be appropriate under the circumstances.  No person who is a candidate for office to be filled at the meeting shall act as a judge at the meeting.

The judges of election shall do all such acts as may be proper to conduct the election or vote with fairness to all shareholders, and shall make a written report of any matter determined by them and execute a certificate of any fact found by them, if requested by the presiding officer of the meeting or any shareholder or the proxy of any shareholder.  If there are three judges of election, the decision, act or certificate of a majority shall be effective in all respects as the decision, act or certificate of all.

Section 2.15.  Participation by Conference Call.  The right of any shareholder to participate in any shareholders’ meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting may hear each other, in which event all shareholders so participating shall be deemed present at such meeting, shall be granted solely in the discretion of the Board.

ARTICLE III

SHAREHOLDER ACTION BY WRITTEN CONSENT

Section 3.1.  Unanimous Written Consent.  Any action required or permitted to be taken at a meeting of the shareholders or of a class of shareholders may be taken without a meeting if, prior or subsequent to the action, a consent or consents thereto in writing, setting forth the action so taken, shall be signed by all of the shareholders who would be entitled to vote at a meeting for such purpose and filed with the Secretary of the Corporation.

Section 3.2.  Partial Written Consent.  Any action required or permitted to be taken at a meeting of the shareholders or of a class of shareholders may be taken without a meeting upon the written consent of shareholders who would have been entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote thereon were present and voting.  The consents shall be filed with the Secretary of the Corporation.  An action taken pursuant to this section shall not become effective until after at least ten (10) days written notice has been given to each shareholder entitled to vote thereon who has not consented thereto.

Section 3.3.  Record Date - Consents.  Except as otherwise provided in Section 8.1 of these Bylaws, the record date for determining shareholders entitled to (a) express consent or dissent to action in writing without a meeting, when prior action by the Board is not necessary, (b) call a special meeting of the shareholders or (c) propose an amendment of the Articles, shall be at the close of business on the day on which the first written consent or dissent, request for a special meeting or petition proposing an amendment of the Articles is filed with the Secretary of the Corporation.  If prior action by the Board is necessary, the record date for determining such shareholders shall be at the close of business on the day on which the Board adopts the resolution relating to such action.

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ARTICLE IV

DIRECTORS

Section 4.1.  Number and Qualifications.  The Board shall, upon adoption of these bylaws, consist of five directors.  Except as provided in Section 4.4 of these Bylaws in the case of vacancies, directors shall be elected by the shareholders.  Directors shall be natural persons of full age and need not be residents of the Commonwealth or security holders of the Corporation.

Section 4.2.  Term.  Each director shall be elected for a one year term and until his successor has been selected and qualified or until his earlier death, resignation or removal.  Any director may resign at any time upon written notice to the Corporation.  The resignation shall be effective upon receipt thereof by the corporation or at such subsequent time as shall be specified in the notice of resignation.

Section 4.3.  Nominations of Directors.  Nominees for election to the Board shall be selected by the Board or a committee of the Board to which the Board has delegated the authority to make such selections.  The Board or such committee, as the case may be, may consider written recommendations from shareholders for nominees for election to the Board provided any such recommendation, together with (a) a written description of the proposed nominee’s qualifications and other relevant biographical information, (b) a description of any arrangements or understandings among the recommending shareholder and each nominee and any other person with respect to such nomination, and (c) the consent of each nominee to serve as a director of the Corporation if so elected, is received by the Secretary of the Corporation not later than the tenth (10th) day after the giving of notice of the meeting at which directors are to be elected.  Only persons duly nominated for election to the Board in accordance with this Section 4.3 shall be eligible for election to the Board.

Section 4.4.  Vacancies.  Vacancies in the Board, including vacancies resulting from an increase in the number of directors, may be filled by a majority vote of the remaining members of the Board, even though less than a quorum, or by a sole remaining director, and each person so elected shall serve as a director for the balance of the unexpired term.  If one or more directors resign from the Board effective at a future date, the directors then in office, including those who have resigned, shall have the power to fill the vacancies by a majority vote, the vote thereon to take effect when the resignations become effective.

Section 4.5.  Removal.  The entire Board or any one or more directors may be removed from office without assigning any cause by the vote of the shareholders.

Section 4.6.  Powers.  The business and affairs of the Corporation shall be managed under the direction of its Board, which may exercise all powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles or these Bylaws directed or required to be exercised and done by the shareholders.

Section 4.7.  Place of Board Meetings.  Meetings of the Board may be held at such place within or without the Commonwealth as the Board may from time to time appoint or as may be designated in the notice of the meeting.

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Section 4.8.  First Meeting of Newly Elected Board.  The first meeting of each newly elected Board may be held at the same place and immediately after the meeting at which such directors were elected and no notice shall be required other than announcement at such meeting.  If such first meeting of the newly elected Board is not so held, notice of such meeting shall be given in the same manner as set forth in Section 4.9 of these Bylaws with respect to notice of regular meetings of the Board.

Section 4.9.  Regular Board Meetings; Notice.  Regular meetings of the Board may be held at such times and places as shall be determined from time to time by resolution of at least a majority of the whole Board at a duly convened meeting, or by unanimous written consent.  The Secretary may, but need not, provide notice of each regular meeting of the Board, specifying the date, place and hour of the meeting.

Section 4.10.  Special Board Meetings; Notice.  Special meetings of the Board may be called by the President of the Corporation on notice to each director, specifying the date, place and hour of the meeting and given not less than five days before the day named for the meeting.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board need be specified in the notice of the meeting.

Section 4.11.  Quorum of the Board.  At all meetings of the Board, the presence of a majority of the directors in office shall constitute a quorum for the transaction of business, and the acts of a majority of the directors present and voting at a meeting at which a quorum is present shall be the acts of the Board.  If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting.  It shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted thereat other than by announcement at the meeting at which such adjournment is taken.

Section 4.12.  Committees of Directors.  The Board may, by resolution adopted by a majority of the directors in office, establish one or more committees, each committee to consist of one or more of the directors, and may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee or for the purposes of any written action by the committee.  Any such committee, to the extent provided in such resolution of the Board, shall have and may exercise all of the powers and authority of the Board; except those powers and authority prohibited by applicable law.  In the absence or disqualification of a member or alternate member or members of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not a quorum is present, may unanimously appoint another director to act at the meeting in the place of any absent or disqualified member.  Minutes of all meetings of any committee of the Board shall be kept by the person designated by such committee to keep such minutes.  Copies of such minutes and any writing setting forth an action taken by written consent without a meeting shall be distributed to each member of the Board promptly after such meeting is held or such action is taken.  Each committee of the Board shall serve at the pleasure of the Board.

Section 4.13.  Participation in Board Meetings by Telephone.  One or more directors may participate in a meeting of the Board or of a committee of the Board by means of conference telephone or similar communications equipment by means of which all persons

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participating in the meeting can hear each other, and all directors so participating shall be deemed present at the meeting.

Section 4.14.  Action by Consent of Directors.  Any action required or permitted to be taken at a meeting of the Board or of a committee of the Board may be taken without a meeting if, prior or subsequent to the action, a consent or consents in writing setting forth the action so taken shall be signed by all of the directors in office or the members of the committee, as the case may be, and filed with the Secretary of the Corporation.

Compensation of Directors.  The Board may, by resolution, fix the compensation of directors for their services as directors.  A director may also serve the Corporation in any other capacity and receive compensation therefore.

Section 4.15.  Directors’ Liability.  No person who is or was a director of the Corporation shall be personally liable for monetary damages for any action taken, or any failure to take any action, unless (a) such director has breached or failed to perform the duties of his or her office under the 1988 BCL and (b) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness, or unless such liability is imposed pursuant to a criminal statute or for the payment of taxes pursuant to local, state or federal law.

ARTICLE V

OFFICERS

Section 5.1.  Principal Officers.  The officers of the Corporation shall be chosen by the Board, and shall include a President, a Vice President, a Secretary and a Treasurer (each a “Principal Officer”)  Each officer shall be natural persons of full age.  The Treasurer may be a corporation, but if a natural person, shall be of full age.  Any number of offices may be held by the same person.

Section 5.2.  Electing Principal Officers.  The Board, immediately after each annual meeting of the shareholders, shall elect the Principal Officers of the Corporation, none of whom need be members of the Board.

Section 5.3.  Other Officers.  The Corporation may have such other officers, assistant officers, agents and employees as the Board may deem necessary, each of whom shall hold office for such period, have such authority and perform such duties as the Board or the President may from time to time determine.  The Board may delegate to any Principal Officer the power to appoint or remove, and set the compensation of, any such other officers and any such agents or employees.

Section 5.4.  Compensation.  Except as provided in Section 5.3 of these Bylaws, the salaries of all officers of the Corporation shall be fixed by the Board.

Section 5.5.  Term of Office; Removal.  Each officer of the Corporation shall hold office until his or her successor has been chosen and qualified or until his or her earlier death, resignation or removal.  Vacancies of any office shall be filled by the Board.  Any officer or agent may be removed by the Board with or without cause, but such removal shall be without

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prejudice to the contract rights, if any, of the person so removed.  The election or appointment of an officer or agent shall not of itself create any contract rights.

Section 5.5.  The President.  The President shall preside at all meetings of the shareholders and directors, shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board are carried into effect.

Section 5.6.  The Vice-President.  The Vice-President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President, and shall perform such other duties as the Board may prescribe or the President may delegate to him or her.

Section 5.7.  The Secretary.  The Secretary shall attend all sessions of the Board and all meetings of the shareholders and record all the votes of the Corporation and the minutes of all the transactions in a book to be kept for that purpose, and shall perform like duties for the committees of the Board when required.  The Secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the Board, and shall perform such other duties as may be prescribed by the Board or the President, under whose supervision the Secretary shall be.  He or she shall keep in safe custody the corporate seal, if any, of the Corporation.

Section 5.8.  The Treasurer.

(a)           The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as shall be designated by the Board.

(b)           The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and directors, at the regular meetings of the Board, or whenever they may require it, an account of all his or her transactions as Treasurer.

Section 5.9.  Bonds.  If required by the Board, any officer shall give the Corporation a bond in such sum, and with such surety or sureties as may be satisfactory to the Board, for the faithful discharge of the duties of his or her office and for the restoration to the Corporation, in the case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Corporation.

ARTICLE VI

CERTIFICATES FOR SHARES

Section 6.1.  Share Certificates.  The shares of the Corporation shall be represented by certificates or shall be uncertificated shares.  Except as provided by law, the rights and obligations of the holders of shares represented by certificates and the rights and obligations of the holders of uncertificated shares of the same class and series shall be identical.

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The certificates representing shares of the Corporation shall be numbered and registered in a share register as they are issued.  The share register shall exhibit the names and addresses of all registered holders and the number and class of shares and the series, if any, held by each.  The Certificate shall state that the Corporation is incorporated under the laws of the Commonwealth, the name of the registered holder and the number and class of shares and the series, if any, represented thereby.

Section 6.2.  Execution of Certificates.  Every share certificate shall be executed, by facsimile or otherwise, by or on behalf of the Corporation issuing the shares in such manner as it may determine.

ARTICLE VII

TRANSFER OF SHARES

Section 7.1.  Transfer; Duty of Inquiry.  Upon presentment to the Corporation or its transfer agent of a share certificate endorsed by the appropriate person or accompanied by proper evidence of succession, assignment or authority to transfer in conformity with the transfer restrictions indicated on the share certificate and in the Stock Restriction Agreement, a new certificate shall be issued to the person entitled thereto and the old certificate cancelled and the transfer registered upon the books of the Corporation, unless the Corporation or its transfer agent has a duty to inquire as to adverse claims with respect to such transfer which has not been discharged.  The Corporation shall have no duty to inquire into adverse claims with respect to transfers of its securities or the rightfulness thereof unless (a) the Corporation has received written notification of an adverse claim at a time and in a manner which affords the Corporation a reasonable opportunity to act on it before the issuance of a new, reissued or re-registered share certificate and the notification identifies the claimant, the registered owner and the issue of which the share or shares are a part and provides an address for communications directed to the claimant; or (b) the Corporation has required and obtained, with respect to a fiduciary, a copy of a will, trust, indenture, articles of co-partnership, bylaws or other controlling instruments, for a purpose other than to obtain appropriate evidence of the appointment or incumbency of the fiduciary, and such documents indicate, upon reasonable inspection, the existence of an adverse claim.

Section 7.2.  Discharging Duty of Inquiry.  The Corporation may discharge any duty of inquiry by any reasonable means, including notifying an adverse claimant by registered or certified mail at the address furnished by the claimant or, if there is no such address, at the claimant’s residence or regular place of business, that the security has been presented for registration of transfer by a named person, and that the transfer will be registered unless within thirty (30) days from the date of mailing the notification, either (a) an appropriate restraining order, injunction or other process issues from a court of competent jurisdiction or (b) an indemnity bond, sufficient in the Corporation’s judgment to protect the Corporation and any transfer agent, registrar or other agent of the Corporation involved from any loss which it or they may suffer by complying with the adverse claim, is filed with the Corporation.

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ARTICLE VIII

RECORD DATE; IDENTITY OF SHAREHOLDERS

Section 8.1.  Record Date.  The Board may fix a time, prior to the date of any meeting of the shareholders, as a record date for the determination of the shareholders entitled to notice of, or to vote at, the meeting, which time, except in the case of an adjourned meeting, shall not be more than ninety (90) days prior to the date of the meeting.  Only the shareholders of record at the close of business on the date so fixed shall be entitled to notice of, or to vote at, such meeting, notwithstanding any transfer of securities on the books of the Corporation after any record date so fixed.  The Board may similarly fix a record date for the determination of shareholders for any other purpose.  When a determination of shareholders of record has been made as herein provided for purposes of a meeting, the determination shall apply to any adjournment thereof unless the Board fixes a new record date for the adjourned meeting.

Section 8.2.  Certification of Nominee.  The Board may adopt a procedure whereby a shareholder may certify in writing to the Secretary of the Corporation that all or a portion of the shares registered in the name of the shareholder are held for the account of a specified person or persons.  The Board, in adopting such procedure, may specify (a) the classification of shareholder who may certify, (b) the purpose or purposes for which the certification may be made, (c) the form of certification and the information to be contained therein, (d) as to certifications with respect to a record date, the date after the record date by which the certification must be received by the Secretary of the Corporation, and (e) such other provisions with respect to the procedure as the Board deems necessary or desirable.  Upon receipt by the Secretary of the Corporation of a certification complying with this procedure, the persons specified in the certification shall be deemed, for the purpose or purposes set forth in the certification, to be the holders of record of the number of shares specified instead of the persons making the certification.

ARTICLE IX

REGISTERED SHAREHOLDERS

Section 9.1.  Before due presentment for transfer of any shares, the Corporation shall treat the registered owner thereof as the person exclusively entitled to vote, to receive notifications and otherwise to exercise all the rights and powers of an owner, and shall not be bound to recognize any equitable or other claim or interest in such securities, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the Commonwealth or these Bylaws.

ARTICLE X

LOST CERTIFICATES

Section 10.1.  If the owner of a share certificate claims that it has been lost, destroyed, or wrongfully taken, the Corporation shall issue a new certificate in place of the original certificate if the owner so requests before the Corporation has notice that the certificate

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has been acquired by a bona fide purchaser, and if the owner has filed with the Corporation an indemnity bond and an affidavit of the facts satisfactory to the Board or its designated agent, and has complied with such other reasonable requirements, if any, as the Board may deem appropriate.

ARTICLE XI

DISTRIBUTIONS

Section 11.1.  Distributions.  Distributions upon the shares of the Corporation, whether by dividend, purchase or redemption or other acquisition of its shares subject to any provisions of the Articles related thereto, may be authorized by the Board at any regular or special meeting of the Board and may be paid directly or indirectly in cash, in property or by the incurrence of indebtedness by the Corporation.

Section 11.2.  Reserves.  Before the making of any distributions, there may be set aside out of any funds of the Corporation available for distributions such sum or sums as the Board from time to time, in its absolute discretion, deems proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Board shall deem conducive to the interests of the Corporation, and the Board may abolish any such reserve in the manner in which it was created.

Section 11.3.  Stock Dividends/Splits.  Stock dividends or splits upon the shares of the Corporation, subject to any provisions of the Articles related thereto, may be authorized by the Board at any regular or special meeting of the Board.

ARTICLE XII

GENERAL PROVISIONS

Section 12.1.  Checks and Notes.  All checks or demands for money and notes of the Corporation shall be signed by such officer or officers as the Board may from time to time designate.

Section 12.3.  Fiscal Year.  The fiscal year of the Corporation shall be as determined by the Board.

Section 12.4.  Seal.  The corporate seal, if any, shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Pennsylvania.”  Such seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.  The affixation of the corporate seal shall not be necessary to the valid execution, assignment or endorsement of any instrument or other document by the Corporation.

Section 12.5.  Notices.  Whenever, under the provisions of the 1988 BCL or of the Articles or of these Bylaws or otherwise, written notice is required to be given to any person, it may be given to such person either personally or by sending a copy thereof by first class or

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express mail, postage prepaid, courier service (with charges prepaid), facsimile transmission, electronic mail or other electronic communication to his or her address, (his or her facsimile number or electronic mail address), appearing on the books of the Corporation or, in the case of directors, supplied by the director to the Corporation for the purpose of notice.  If the notice is sent by mail or courier service, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with a courier service for delivery to that person.  A notice given by facsimile transmission, electronic mail or other electronic communication shall be deemed to have been given when sent.

Section 12.6.  Waiver of Notice.  Whenever any notice is required to be given by the 1988 BCL or by the Articles or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.  Neither the business to be transacted at nor the purpose of a meeting need be specified in the waiver of notice of the meeting.  Attendance of a person at any meeting shall constitute a waiver of notice of the meeting, except where any person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened, and the person so objects at the beginning of the meeting.

ARTICLE XIII

AMENDMENTS

Section 13.1.  Amendments.  The Bylaws may be adopted, amended or repealed by a majority vote of the shareholders entitled to vote thereon at any regular or special meeting duly convened or, except for a bylaw on a subject expressly committed to the shareholders by the 1988 BCL, by a majority vote of the members of the Board at any regular or special meeting duly convened, subject always to the power of the shareholders to change such action by the directors; however, whenever the Bylaws require for the taking of any action by the shareholders or a class of shareholders a specific number or percentage of votes, the provision of the Bylaws setting forth that requirement shall not be amended or repealed by any lesser number or percentage of votes of the shareholders or of the class of shareholders.  In the case of a meeting of shareholders, written notice shall be given to each shareholder that the purpose, or one of the purposes, of the meeting is to consider the adoption, amendment or repeal of the Bylaws.  There shall be included in, or enclosed with the notice, a copy of the proposed amendment or a summary of the changes to be effected thereby.  Any change in the Bylaws shall take effect when adopted unless otherwise provided in the resolution effecting the change.

ARTICLE XIV

INDEMNIFICATION

Section 14.1.  Officers and Directors - Direct Actions.  The Corporation shall indemnify any director or officer of the Corporation (as used herein, the phrase “director or officer of the Corporation” shall mean any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture,

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trust or other enterprise), any person who was or is a party (other than a party plaintiff suing on his or her own behalf), or who is threatened to be made such a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a representative of another domestic or foreign corporation for profit or no-for-profit, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she met the standard of conduct of (a) acting in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation and (b) with respect to any criminal proceeding, having no reasonable cause to believe his or her conduct was unlawful.  The termination of any action or proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that the person (a) did not act in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation and (b) with respect to any criminal proceeding, had reasonable cause to believe that his or her conduct was unlawful.

Section 14.2.  Officers and Directors - Derivative Actions.  The Corporation shall indemnify any director or officer of the Corporation who was or is a party (other than a party suing in the right of the Corporation), or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding by or in the right of the Corporation to procure a judgment in the Corporation’s favor by reason of the fact that he or she is or was a director or officer of the Corporation, against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of the action, suit or proceeding if he or she met the standard of conduct of acting in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation.  Indemnification shall not be made under this Section in respect of any claim, issue or matter as to which the person has been adjudged to be liable to the Corporation unless and only to the extent that the Court of Common Pleas of the judicial district embracing the county in which the registered office of the Corporation is located or the court in which the action, suit or proceeding was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for the expenses that the Court of Common Pleas or other court deems proper.

Section 14.3.  Employees and Agents.  The Corporation may, to the extent permitted by the 1988 BCL, indemnify any employee or agent of the Corporation (as used in this Article XIV, the phrase “employee or agent of the Corporation shall mean any person who is or was an employee or agent of the Corporation, other than an officer, or is or was serving at the request of the Corporation as an employee or agent of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise) who was or is a party, or who is threatened to be made such a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding by reason of the fact that he or she is or was an employee or agent of the Corporation, provided he or she has met the standard of conduct set forth in Sections 14.1 and 14.2, subject to the

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limitations set forth in Section 14.2 in the case of an action, suit or proceeding by or in the right of the Corporation to procure a judgment in the Corporation’s favor.

Section 14.4.  Mandatory Indemnification.  To the extent that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action or proceeding referred to in Sections 14.1, 14.2 or 14.3 of this Article XIV, or in defense of any claim, issue or matter therein, he or she shall be indemnified by the Corporation against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

Section 14.5.  Advancing Expenses.  Expenses (including attorneys’ fees) incurred by a director or officer of the Corporation or an employee or agent of the Corporation in defending any action or proceeding referred to in this Article XIV may be paid by the Corporation in advance of the final disposition of the action or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it is ultimately determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article XIV.

Section 14.6.  Procedure.

(a)Unless ordered by a court, any indemnification under Section 14.1, 14.2 or 14.3 or advancement of expenses under Section 14.5 of this Article XIV shall be made by the Corporation only as authorized in a specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 14.1, 14.2 or 14.3.

(b)All determinations under this Section 14.6 shall be made:

(1)With respect to indemnification under Section 14.3 and advancement of expenses to an employee or agent of the Corporation, other than an officer, by the Board by a majority vote.

(2)With respect to indemnification under Section 14.1 or 14.2 and advancement of expenses to a director or officer of the Corporation,

(B)By the Board by a majority vote of a quorum consisting of directors who were not parties to such action or proceeding, or

(C)If such a quorum is not obtainable, or, if obtainable and if a majority vote of a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or

(D)By the shareholders.

Section 14.7.  Nonexclusivity of Indemnification.

(a)The indemnification and advancement of expenses provided by, or granted pursuant to, this Article XIV shall not be deemed exclusive of any other rights to which a

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person seeking indemnification or advancement of expenses may be entitled under any Bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to actions in his or her official capacity and as to actions in another capacity while holding that office.  Section 1728 (relating to interested directors; quorum) of the 1988 BCL, or any successor section, shall be applicable to any Bylaw, contract or transaction authorized by the directors under this Section 14.7.  The Corporation may create a fund of any nature, which may, but need not be, under the control of a trustee, or otherwise secure or insure in any manner its indemnification obligations, whether arising under or pursuant to this Article XIV or otherwise.

(b)Indemnification pursuant to Section 14.7(a) hereof shall not be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.

(c)Indemnification pursuant to Section 14.7(a) under any Bylaw, agreement, vote of shareholders or directors or otherwise, may be granted for any action taken or any failure to take any action and may be made whether or not the Corporation would have the power to indemnify the person under any other provision of law except as provided in this Section 14.7 and whether or not the indemnified liability arises or arose from any threatened or pending or completed action by or in the right of the Corporation.

Section 14.8.  Insurance.  The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation or an employee or agent of the Corporation, against any liability asserted against such person and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against that liability under the provisions of this Article XIV or otherwise.

Section 14.9.  Past Officers and Directors.  The indemnification and advancement of expenses provided by, or granted pursuant to, this Article XIV shall continue as to a person who has ceased to be a director, officer, employee or agent of the Corporation and shall inure to the benefit of the heirs and personal representatives of that person.

Section 14.10.  Surviving or New Corporations.  References to “the Corporation” in this Article XIV include all constituent corporations absorbed in a consolidation, merger or division, as well as the surviving or new corporation resulting therefrom, so that any director, officer, employee or agent of the constituent, surviving or new corporation shall stand in the same position under the provisions of this Article XIV with respect to the surviving or new corporation as he or she would if he or she had served the surviving or new corporation in the same capacity.

Section 14.11.  Employee Benefit Plans.

(a)References in this Article XIV to “other enterprises” shall include employee benefit plans and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation that imposes duties on, or involves services by, the person with respect to an employee benefit plan, its participants or beneficiaries.

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(b)Excise taxes assessed on a person with respect to an employee benefit plan pursuant to applicable law shall be deemed “fines.”

(c)Action with respect to an employee benefit plan taken or omitted in good faith by a director, officer, employee or agent of the Corporation in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of the plan shall be deemed to be action in a manner that is not opposed to the best interests of the Corporation.

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EX-3.15

Exhibit 3.15

EX-3.16

Exhibit 3.16

AMENDED AND RESTATED BYLAWS OF

WORK AREA PROTECTION CORP.

ARTICLE I — OFFICES

1.The registered office of the Work Area Protection Corp. (the “Corporation”) shall be at 208 S. LaSalle St., Chicago, Illinois 60604, and the name of the registered agent in charge thereof is C.T. Corporation System.

2.The corporation may also have offices at such other places as the Board of Directors of the Corporation (the “Board”) may from time to time appoint or the business of the Corporation may require.

ARTICLE II — SEAL

1.The corporation seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Illinois”.

ARTICLE III — SHAREHOLDERS MEETING

1.Meetings of the shareholders shall be held at the registered office of the corporation or at such other place or places, either within or without the State of Illinois, as may from time to time be selected.

2.Unless otherwise designated by the Board, the annual meeting of the shareholders shall be held once each year on such date and at such time as may be determined by the Board; provided that such date shall not be more than thirteen months from the last annual meeting of shareholders of the Corporation.  At the annual meeting, the shareholders, voting as provided in the certificate of incorporation, shall elect directors to the Board, and shall transact such other business as may properly come before them.

3.Special meetings of the shareholders may be called by the President, by the Board, by the holders of not less than one-fifth of all the outstanding shares entitled to vote on the matter for which the meeting is called or by such other officers as the Board may designate from time to time.

4.The presence, in person or by proxy, of shareholders entitled to cast at least a majority of the votes which all shareholders are entitled to cast on the particular matter shall constitute a quorum for the purpose of considering such matter, and, unless otherwise provided by statute, the acts, at a duly organized meeting, of the shareholders present, in person or by proxy, entitled to cast at least a majority of the votes which all shareholders present are entitled to cast shall be the acts of the shareholders.  The shareholders present at a duly organized meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.  Adjournment or adjournments of any annual or special meeting may be taken, but any meeting at which directors are to be elected shall be adjourned only from day to day, or for such longer periods not exceeding fifteen days each, as may be directed by shareholders who are present in person or by proxy and who are entitled to cast at least a majority of the votes which all such shareholders would be entitled to cast at an election of directors until such directors have been elected.  If a meeting cannot be organized because a quorum has not attended, those present may, except as otherwise provided by statute, adjourn the meeting to such time and place as they may determine, but in the case of any meeting called for the election of directors, those who attend the second of such adjourned meetings, although less than a quorum, shall nevertheless constitute a quorum for the purpose of electing directors.

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5.Every shareholder entitled to vote at a meeting of shareholders, or to express consent or dissent to corporate action in writing without a meeting, may authorize another person or persons to act for him by proxy.  Every proxy shall be executed in writing by the shareholder, or by his duly authorized attorney-in-fact, and filed with the Secretary of the corporation.  A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact.  No proxy shall be valid after 11 months from the date of its execution unless otherwise provided in the proxy.

6.Shares standing in the name of a deceased person, a minor ward or an incompetent person, may be voted by his administrator, executor, court appointed guardian or conservator, either in person or by proxy without a transfer of such shares into the name of such administrator, executor, court appointed guardian or conservator.  Shares standing in the name of a trustee may be voted by him, either in person or by proxy.  Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.  A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledge, and thereafter the pledge shall be entitled to vote the shares so transferred.

7.Written notice of each meeting of shareholders shall be sent to shareholders of record on the record date for such meeting and shall state the purpose or purposes for which the meeting is called, the place, date and hour of the meeting and unless it is the annual meeting, shall indicate that it is being issued by or at the direction of the person or persons calling the meeting.  Notice may be written or electronic and shall be given either personally, by fax, by

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electronic mail, by express delivery or by mail to each shareholder entitled to vote at such meeting, not more than sixty days before the date of the meeting and, for a meeting of shareholders, not less than ten days, or in the case of a merger, consolidation, share exchange, dissolution or sale, lease or exchange of assets, not more than twenty days immediately preceding such meeting.  If mailed, the notice is given when deposited in the United States mail, with postage thereon prepaid, directed to the shareholder at his or her address as it appears on the record of shareholders, or, if such shareholder shall have filed with the Secretary a written request that notices be mailed to some other address, then directed to such shareholder at such other address.  If transmitted electronically, such notice is given when directed to the shareholder’s electronic email address as supplied by the shareholder to the Secretary of the Corporation or as otherwise directed pursuant to the shareholder’s authorization or instructions.  Notice of any adjourned meeting of shareholders shall be given to all shareholders who were absent at the time of the adjournment and, unless such time and place are announced at the meeting, to the other shareholders.

8.At any meeting of shareholders, the chairman of the meeting may, or upon the request of any shareholder shall, appoint one or more persons as inspectors for such meeting.  Such inspectors shall ascertain and report the number of shares represented at the meeting, based upon their determination of the validity and effect of proxies, count all votes and report the results; and do such other acts as are proper to conduct the election and voting with impartiality and fairness to all the shareholders.  Each report of an inspector shall be in writing and signed by him or by a majority of them if there be more than one inspector acting at such meeting.  If there is more than one inspector, the report of a majority shall be the report of the inspectors.  The

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report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof.

9.The officer or agent having charge of the transfer book for shares of a corporation shall make, within twenty days after the record date for a meeting of shareholders or ten days before such meeting, whichever is earlier, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order, with the address of and the number of shares held by each, which list, for a period of ten days prior to such meeting, shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholder and copying at the shareholder’s expense at any time during usual business hours.  Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting.  The original share ledger or transfer book, or a duplicate thereof kept in this state, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book or to vote at any meeting of shareholders.

ARTICLE IV — DIRECTORS

1.The business of this corporation shall be managed by its Board.  Directors need not be residents of this state or shareholders of the corporation.  The Board, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise.

2.The Board shall, upon adoption of these bylaws, consist of five directors, which number may be modified by decision of the Board from time to time by resolution of a majority of the full Board.  No decrease shall shorten the term of any incumbent director.  Directors shall

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be at least 18 years of age and need not be shareholders.  At each annual meeting of shareholders, the shareholders shall elect directors to hold office until the next annual meeting.  Each director shall hold office until the expiration of the term for which he is elected and until his successor has been elected and qualified, or until his prior resignation or removal.

3.In addition to the powers and authorities by these bylaws expressly conferred upon them, the Board may exercise all such powers of the corporation and do all such lawful acts and things are not by statute or by these By-Laws directed or required to be exercised or done by the shareholders.

4.Each newly elected Board may meet at such place and time as shall be fixed by the shareholders at the meeting at which such directors are elected and no notice shall be necessary to the newly elected directors in order legally to constitute the meeting, or they may meet at such place and time as may be fixed by the consent in writing of all the directors.

5.Regular meetings of the Board may be held without notice at such time and place as the Board shall from time to time determine.  A regular annual meeting of the Board shall be held immediately following the annual meeting of shareholders at the place of such annual meeting of shareholders.

6.Special meetings of the Board shall be held upon notice to the directors and may be called by the President, the Secretary or any director upon 24-hour notice to each director, written or electronic, either personally, by fax, by electronic mail, by express delivery, by telephone or by mail.

7.The Board shall appoint one of its members to be Chairman of the Board to serve at the pleasure of the Board.  The Chairman of the Board shall preside at the annual meeting of shareholders and at all meetings of the Board.  In addition to any specific powers conferred by

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these bylaws, the Chairman of the Board shall also have and may exercise such further powers and duties as from time to time may be conferred upon or assigned to him or her by the Board.

8.A majority of the directors in office shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the directors present at a meeting at which a quorum is present shall be the acts of the Board.  Any action which may be taken at a meeting of the directors may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by all the directors and shall be filed with the Secretary of the corporation.

9.Newly created directorships resulting from an increase in the number of directors or vacancies occurring in the Board for any reason except the removal of directors without cause may be filled by a vote of a majority of the directors then in office, even if less than a quorum exists, unless otherwise provided in the certificate of incorporation or applicable law.  Vacancies occurring by reason of the removal of directors without cause shall be filled by vote of the shareholders unless otherwise provided in the certificate of incorporation.  A director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of his predecessor and until his successor has been elected and qualified.

10.The Board, by resolution adopted by a majority of the entire Board, may designate from among its members an executive committee and other committees, each consisting of one or more directors.  Each such committee shall serve at the pleasure of the Board in all acts except those prohibited by law.  The Board shall make such regulations as it deems advisable with respect to the membership, authority and procedures of such committee; provided, however, that in no event shall a committee have power to amend these bylaws.

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ARTICLE V— OFFICERS

1.The executive officers of the corporation shall be chosen by the directors and may be a Chairman of the Board, President, Secretary and Treasurer.  The Board may also choose vice-presidents, and such other officers, assistant officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall have authority and shall perform such duties from time to time as shall be prescribed by the Board.  It shall not be necessary for the officers to be directors.

2.Any two or more offices may be held by the same person.  The compensation of all officers shall be fixed by the Board.

3.All officers shall be elected or appointed to hold office until the meeting of the Board following the annual meeting of shareholders or until their successor has been appointed or elected or until their prior resignation or removal.  Any officer elected or appointed by the Board may be removed by the Board with or without cause.  In the event of the death, resignation or removal of an officer, the Board in its discretion, may elect or appoint a successor to fill the unexpired term.

4.The Chief Executive officer shall have general executive powers, and shall have and may exercise any and all other powers and duties pertaining by law, regulation or practice, to the office of Chief Executive Officer, or imposed by these bylaws.  He shall also have and may exercise such further powers and duties as from time to time may be conferred upon, or assigned to, him by the Board.  The Chief Executive Officer may also serve as President

5.In the absence of the Chairman, the President may preside at meetings of the Board and at the annual meeting of shareholders.  The President shall have general executive powers, and, in addition to any specific powers conferred by these bylaws, he shall also have and

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may exercise such further powers and duties as from time to time may be conferred upon or assigned to him by the Board or the Chief Executive Officer.  The President may also be Chief Executive Officer of the Corporation.  In the absence of the Chief Executive Officer, he shall perform all the duties of the Chief Executive Officer.

6.Each Vice President shall have such powers and shall perform such duties as may be specified in these bylaws or prescribed by the Board or by the President.  In the event of absence or disability of the President, Vice Presidents shall succeed to his power and duties in the order designated by the Board

7.The Secretary shall keep accurate minutes of all meetings of the shareholders and the Board, shall give proper notice of meetings of shareholders and the Board, and shall perform such other duties and have such other powers as the Board or the President may from time to time prescribe.

8.During the absence or disability of the Secretary, the assistant-secretary, or if there are more than one, the one so designated by the Secretary or by the Board, shall have all the powers and functions of the Secretary

9.The Treasurer, subject to the order of the Board, shall have the care and custody of the money, funds, valuable papers, and documents of the Corporation (other than his own bond, if any, which shall be in the custody of the President), and shall have and exercise, under the supervision of the Board, all the powers and duties commonly incident to his office, and shall give bond in such form and amount and with such sureties as shall be required by the Board.  The Treasurer shall keep accurate accounts of all monies of the Corporation received or disbursed.  He shall deposit all monies, drafts and checks in the name of, and to the credit of, the Corporation in such banks and depositaries as the Board shall from time to time designate.  He

9

shall have power to endorse for deposit all notes, checks and drafts received by the Corporation.  He shall disburse the funds of the Corporation in the manner prescribed by the Board, making proper vouchers therefore.  He shall render to the Chief Executive Officer, President and the directors, whenever required, an account of all his transactions as Treasurer and of the financial condition of the Corporation and shall perform such other duties as may be prescribed from time to time by the Board, the Chief Executive Officer or the President.

10.During the absence or disability of the Treasurer, the assistant-treasurer, or if there are more than one, the one so designated by the Secretary or by the Board, shall have all the powers and functions of the Treasurer.

ARTICLE VI— BOOK AND ACCOUNTS

1.The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its shareholders and Board; and shall keep at its registered office or principal place of business in this state, or at the office of a transfer agent or registrar in this state, a record of its shareholders, giving the names and addresses of all shareholders and number and class of the shares held by each.  Any person who shall have been a shareholder of record or the holder of a voting trust certificate for at least six months immediately preceding his demand or who shall be the holder of record of at least five per cent of all the outstanding shares of the corporation, shall have the right to examine, in person, or by agent or attorney, at any reasonable time or times, for any proper purpose, its books and records of account, minutes and record of shareholders and to make extracts therefrom.  A record of shareholders certified by an officer or transfer agent shall be competent evidence in all courts of this state.  Any officer, or agent, or a corporation which shall refuse to allow any such shareholder or such holder of a voting trust certificate, or his agent or attorney, so to examine

10

and make extracts from its books and records of account, minutes, and records of shareholders, for any proper purpose, shall be liable to such shareholder or such holder of a voting trust certificate, in a penalty of ten percent of the value of the shares owned by such shareholder or ten percent of the value of the beneficial interest owned by such voting trust certificate holder, in addition to any other damages or remedy afforded him by law.  It shall be a defense to any action for penalties under this section that the person suing therefore has within two years sold or offered for sale any list of shareholders of such corporation or any other corporation or has aided or abetted any person in procuring any list of shareholders or any such purpose, or has improperly used any information secured through any prior examination of the books and records of account, or minutes, or record of shareholders of such corporation or any other corporation.

2.Upon written request of any shareholder of the corporation, the corporation shall mail to such shareholder within fourteen days after receipt of such request a balance sheet as of the close of its latest fiscal year and a profit and loss statement for such fiscal year; provided that if such request is received by the corporation before such financial statements are available, the corporation shall mail such financial statements within fourteen days after they become available, but in any event within 120 days after the close of its latest fiscal year.

ARTICLE VII — SHARE CERTIFICATES, DIVIDENDS, ETC.

1.The issued shares of a corporation shall be represented by certificates or shall be uncertificated shares. The share certificates of the corporation shall be numbered and registered in the share ledger and transfer books of the corporation as they are issued.  They shall bear the corporate seal and shall be signed to the Chairman of the Board and the Secretary.

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2.Transfer of shares shall be made on the books of the corporation upon surrender of the certificates therefore, endorsed by a person named in the certificate or by attorney, lawfully constituted in writing.  No transfer shall be made which is inconsistent with law.

3.The Board may provide by resolution that some or all of any or all classes and series of its shares shall be uncertificated shares, provided that such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Within a reasonable time after the issuance or transfer of uncertificated shares, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to this Section. Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated shares and rights and obligations of the holders of certificates representing shares of the same class and series shall be identical.

4.For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board may provide that the share transfer books shall be closed for a stated period but not to exceed, in any case, sixty days.  If the share transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at lease ten days, or in the case of a merger or consolidation at least twenty days, immediately preceding such meeting.  In lieu of closing the share transfer books, the Board may fix in advance a date as the record date for any such determination of shareholder as provided by applicable law.

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5.In the event that a share certificate shall be lost, destroyed or mutilated, a new certificate may be issued therefore upon such terms and indemnity to the corporation as the Board may prescribe.

6.The Board may declare and pay dividends upon the outstanding shares of the corporation, from time to time and to such extent as they deem advisable, in the manner and upon the terms and conditions provided by applicable law and the Articles of Incorporation.

7.Before payment of any dividend there may be set aside out of the net profits of the corporation such sum or sums as the directors, from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purposes as the directors shall think conducive to the interests of the corporation, and the directors may abolish any such reserve in the manner in which it was created.

ARTICLE VIII — INDEMNIFICATION

1.The Corporation may indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director or officer of the corporation, or who is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any

13

action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation or, with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his or her conduct was unlawful.

2.The Corporation may indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, provided that no indemnification shall be made with respect to any claim, issue, or matter as to which such person has been adjudged to have been liable to the corporation, unless, and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.

3.To the extent that a present or former director or officer of the Corporation has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to in subsections (1) and (2), or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably

14

incurred by such person in connection therewith, if the person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation.

4.Any indemnification under subsections (1) and (2) (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case, upon a determination that indemnification of the present or former director, officer or employee is proper in the circumstances because he or she has met the applicable standard of conduct set forth in subsections (1) or (2). Such determination shall be made with respect to a person who is a director or officer at the time of the determination: (a) by the majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, (b) by a committee of the directors who are not parties to such action, suit, or proceeding, even though less than a quorum, designated by a majority vote of the directors, (c) if there are no such directors, or if the directors so direct, by independent legal counsel in a written opinion, or (d) by the shareholders.

5.Expenses (including attorney’s fees) incurred by an officer or director in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this Section. Such expenses (including attorney’s fees) incurred by former directors and officers or other employees may be so paid on such terms and conditions, if any, as the Corporation deems appropriate.

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6.The indemnification and advancement of expenses provided by or granted under the other subsections of this Section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any by-law, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office.

7.The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or who is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of this Article VIII.

8.If a corporation indemnifies or advances expenses to a director or officer under subsection (2) of this Section, the corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next shareholders meeting.

ARTICLE IX— INDEMNIFICATION OF EMPLOYEES AND AGENTS

1.The Corporation may, to the extent authorized from time to time by the Board, provide rights to indemnification and to the advancement of expenses to employees and agents of the corporation similar to those conferred in Article VIII to directors and officers of the Corporation.

ARTICLE X— MISCELLANEOUS PROVISIONS

1.All checks or demands for money and notes of the corporation shall be signed by such officer or officers as the Board may from time to time designate.

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2.The fiscal year of the Corporation shall be fixed by the Board from time to time, subject to applicable law.

3.Whenever written notice is required to be given to any person, it may be given to such person, may be written or electronic and shall be given either personally, by fax, by electronic mail, by express delivery or by mail, expenses prepaid, to his or her address appearing on the books of the corporation, or supplied by him or her to the corporation for the purpose of notice.  If the notice is sent by mail or by telegraph, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with a telegraph office for transmission to such person.  Such notice shall specify the place, day and hour of the meeting and, in the case of a special meeting or shareholders, the general nature of the business to be transacted.

4.Whenever any notice whatever is required to be given under the provisions of this Act or under the provisions of the articles of incorporation or these bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance at any meeting shall constitute waiver of notice thereof unless the person at the meeting objects to the holding of the meeting because proper notice was not given.

5.Members of the Board of any committee of the Board may participate in and act at any meeting of such Board or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, provided that a majority of such members consent in writing to the recording of such communications and provided that such recording is in fact made and becomes a part of the

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official corporate records.  Participation in such a meeting shall constitute attendance and presence in person at a meeting of the person or persons so participating.

6.Except as otherwise provided in the Articles or these bylaws, any action which may be taken at a meeting of the shareholders or of a class of shareholders may be taken without a meeting, if a consent or consents in writing, setting forth the action so taken shall be signed by all of the shareholders who would be entitled to vote at a meeting for such purpose and shall be filed with the Secretary of the corporation.

7.Any payments made to an officer or employee of the corporation such as a salary, commission, bonus, interest, rent travel or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer or employee to the corporation to the full extent of such disallowance.  It shall be the duty of the directors, as a Board, to enforce payment of each such amount disallowed.  In lieu of payment by the officer or employee, subject to the determination of the directors, proportionate amounts may be withheld from his future compensation payments until the amount owed to the corporation has been recovered.

ARTICLE XI — ANNUAL STATEMENT

1.The President and Board shall present at each annual meeting a full and complete statement of the business and affairs of the corporation for the preceding year.  Such statement shall be prepared and presented in whatever amount the Board shall deem advisable and need not be verified by a certified public accountant.

ARTICLE XII — AMENDMENTS

1.The power to make, alter, amend, or repeal these bylaws shall be vested in the Board.

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EX-4.1

Exhibit 4.1

EXECUTION VERSION

NEW ENTERPRISE STONE & LIME CO., INC.

11% SENIOR NOTES DUE 2018

INDENTURE

DATED AS OF AUGUST 18, 2010

WELLS FARGO BANK, NATIONAL ASSOCIATION

Trustee

CROSS-REFERENCE TABLE*

Trust Indenture Act Section	Section Indenture
310(a)(l)	7.10
(a)(2)	7.10
(a)(3)	N.A.
(a)(4)	N.A.
(a)(5)	7.10
(b)	7.3; 7.10
(c)	N.A.
311 (a)	7.11
(b)	7.11
(c)	N.A.
312(a)	2.5
(b)	11.3
(c)	11.3
313(a)	7.6
(b)(l)	7.6
(b)(2)	7.6; 7.7
(c)	7.6; 11.2
(d)	7.6
314(a)	4.3; 11.5
(b)	N.A.
(c)(l)	11.4
(c)(2)	11.4
(c)(3)	N.A.
(d)	9.1
(e)	11.5
(f)	N.A.
315(a)	7.1
(b)	7.5; 11.2
(c)	7.1
(d)	7.1
(e)	6.11
316(a) (last sentence)	6.5
(a)(1)(A)	6.4
(a)(1)(B)	6.4
(a)(2)	N.A.
(b)	6.7
(c)	2.13
317(a)(l)	6.8
(a)(2)	6.9
(b)	2.4
318(a)	11.1
(b)	N.A.

(c) 11.1

N.A. means not applicable.

*              This Cross-Reference Table is not part of the Indenture.

TABLE OF CONTENTS

		Page
ARTICLE I		5
DEFINITIONS AND INCORPORATION BY REFERENCE		5
SECTION 1.1	Definitions	5
SECTION 1.2	Other Definitions	34
SECTION 1.3	Incorporation by Reference of Trust Indenture Act	35
SECTION 1.4	Rules of Construction. Unless the context otherwise requires:	35
ARTICLE II
THE NOTES
SECTION 2.2	Execution and Authentication	37
SECTION 2.3	Registrar; Paving Agent	38
SECTION 2.4	Paying Agent to Hold Money in Trust	38
SECTION 2.5	Holder Lists	38
SECTION 2.6	Book-Entry Provisions for Global Securities	39
SECTION 2.7	Replacement Notes	41
SECTION 2.8	Outstanding Notes	42
SECTION 2.9	Treasury Notes	42
SECTION 2.10	Temporary Notes	42
SECTION 2.11	Cancellation	43
SECTION 2.12	Defaulted Interest	43
SECTION 2.13	Record Date	43
SECTION 2.14	Computation of Interest	43
SECTION 2.15	CUSIP Number	43
SECTION 2.16	Special Transfer Provisions	44
SECTION 2.17	Issuance of Additional Notes	46
ARTICLE III
REDEMPTION AND PREPAYMENT
SECTION 3.1	Notices to Trustee	47
SECTION 3.2	Selection of Notes to Be Redeemed	47
SECTION 3.3	Notice of Redemption	48
SECTION 3.4	Effect of Notice of Redemption	48
SECTION 3.5	Deposit of Redemption of Purchase Price	49
SECTION 3.6	Notes Redeemed in Part	49
SECTION 3.7	Optional Redemption	49
SECTION 3.8	Mandatory Redemption	50
SECTION 3.9	Offer to Purchase	50
ARTICLE IV
COVENANTS
SECTION 4.1	Payment of Notes	51

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SECTION 4.2	Maintenance of Office or Agency	52
SECTION 4.3	Provision of Financial Information	52
SECTION 4.4	Compliance Certificate	54
SECTION 4.5	Taxes	55
SECTION 4.6	Stay, Extension and Usury Laws	55
SECTION 4.7	Limitation on Restricted Payments	55
SECTION 4.8	Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries	59
SECTION 4.9	Limitation on Incurrence of Debt	62
SECTION 4.10	Limitation on Asset Sales	63
SECTION 4.11	Limitation on Transactions with Affiliates	64
SECTION 4.12	Limitation on Liens	66
SECTION 4.13	Offer to Purchase upon Change of Control	66
SECTION 4.14	Corporate Existence	67
SECTION 4.15	Limitation on Business Activities	67
SECTION 4.16	Additional Note Guarantees	67
SECTION 4.17	Limitation on Creation of Unrestricted Subsidiaries	68
SECTION 4.18	Further Instruments and Acts	68
ARTICLE V
SUCCESSORS
SECTION 5.1	Merger. Consolidation or Sale of Assets	68
SECTION 5.2	Successor Corporation Substituted	70
ARTICLE VI
DEFAULTS AND REMEDIES
SECTION 6.1	Events of Default	70
SECTION 6.2	Acceleration	72
SECTION 6.3	Other Remedies	73
SECTION 6.4	Waiver of Past Defaults	73
SECTION 6.5	Control by Majority	73
SECTION 6.6	Limitation on Suits	74
SECTION 6.7	Rights of Holders of Notes to Receive Payment	74
SECTION 6.8	Collection Suit by Trustee	74
SECTION 6.9	Trustee May File Proofs of Claim	75
SECTION 6.10	Priorities	75
SECTION 6.11	Undertaking for Costs	76
ARTICLE VII
TRUSTEE
SECTION 7.1	Duties of Trustee	76
SECTION 7.2	Rights of Trustee	77
SECTION 7.3	Individual Rights of Trustee	78
SECTION 7.4	Trustee’s Disclaimer	78
SECTION 7.5	Notice of Defaults	79
SECTION 7.6	Reports by Trustee to Holders of the Notes	79

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SECTION 7.7	Compensation and Indemnity	79
SECTION 7.8	Replacement of Trustee	80
SECTION 7.9	Successor Trustee by Merger. Etc.	81
SECTION 7.10	Eligibility; Disqualification	81
SECTION 7.11	Preferential Collection of Claims Against the Company	82
SECTION 7.12	Trustee’s Application for Instructions from the Company	82
SECTION 7.13	Limitation of Liability	82
ARTICLE VIII
LEGAL DEFEASANCE, COVENANT DEFEASANCE AND DISCHARGE
SECTION 8.1	Option to Effect Legal Defeasance or Covenant Defeasance	82
SECTION 8.2	Legal Defeasance	83
SECTION 8.3	Covenant Defeasance	83
SECTION 8.4	Conditions to Legal or Covenant Defeasance	84
SECTION 8.5	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions	85
SECTION 8.6	Repayment to Company	86
SECTION 8.7	Reinstatement	86
SECTION 8.8	Discharge	86
ARTICLE IX
AMENDMENT, SUPPLEMENT AND WAIVER
SECTION 9.1	Without Consent of Holders of the Notes	87
SECTION 9.2	With Consent of Holders of Notes	88
SECTION 9.3	Compliance with Trust Indenture Act	89
SECTION 9.1	Revocation and Effect of Consents	89
SECTION 9.2	Notation on or Exchange of Notes	89
SECTION 9.3	Trustee to Sign Amendments. Etc.	90
ARTICLE X
NOTE GUARANTEES
SECTION 10.1	Note Guarantees	90
SECTION 10.2	Execution and Delivery of Note Guarantee	91
SECTION 10.3	Severability	92
SECTION 10.4	Limitation of Guarantors’ Liability	92
SECTION 10.5	Releases Following Sale of Assets	92
SECTION 10.6	Release of a Guarantor	93
SECTION 10.7	Benefits Acknowledged	93
SECTION 10.1	Future Guarantors	93
ARTICLE XI93
MISCELLANEOUS
SECTION 11.1	Trust Indenture Act Controls	93
SECTION 11.2	Notices	93
SECTION 11.3	Communication by Holders of Notes with Other Holders of Notes	95

iii

SECTION 11.4	Certificate and Opinion as to Conditions Precedent	95
SECTION 11.5	Statements Required in Certificate or Opinion	95
SECTION 11.6	Rules by Trustee and Agents	96
SECTION 11.7	No Personal Liability of Directors, Officers, Employees and Stockholders	96
SECTION 11.8	Governing Law	96
SECTION 11.9	No Adverse Interpretation of Other Agreements	96
SECTION 11.10	Successors	96
SECTION 11.11	Severability	96
SECTION 11.12	Counterpart Originals	97
SECTION 11.13	Table of Contents. Headings. Etc.	97
SECTION 11.14	Acts of Holders	97

EXHIBITS

Exhibit A	FORM OF NOTE
Exhibit B	FORM OF NOTATION OF NOTE GUARANTEE
Exhibit C	FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO RULE 144A
Exhibit D	FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATIONS

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This Indenture, dated as of August 18, 2010, is by and among New Enterprise Stone & Lime Co., Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”).

The Company and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the holders of (i) the Company’ s 11 % Senior Notes due 2018 issued on the date hereof with the restrictive legends in Exhibit A (the “Initial Notes”), (ii) Exchange Notes issued in exchange for the Initial Notes pursuant to the Registration Rights Agreement (as defined herein) or pursuant to an effective registration statement under the Securities Act (as defined herein) without the restrictive legends in Exhibit A (the “Exchange Notes”) and (iii) Additional Notes (together with the Initial Notes and the Exchange Notes, the “Notes”):

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1 Definitions.

“Acquired Debt” means Debt of a Person (including an Unrestricted Subsidiary) existing at the time such Person becomes a Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person.

“Additional Interest” means all amounts, if any, payable pursuant to the provisions relating to additional interest provided for in the Registration Rights Agreement.

“Additional Notes” means Notes (other than the Initial Notes or the Exchange Notes) issued pursuant to Article II hereof and otherwise in compliance with the provisions of this Indenture.

“Affiliate” of any Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person.  For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings that correspond to the foregoing.  For purposes of Section 4.11, any Person directly or indirectly owning 10% or more of the outstanding Capital Interests of the Company and any Person who is a Permitted Holder will be deemed an Affiliate.

“Agent” means any Registrar, Paying Agent or co-registrar.

“Applicable Premium” means, with respect to any Note on any Redemption Date, the greater of:

(1)1.0% of the principal amount of the Note; or

(2)the excess of:

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(a)the present value at such Redemption Date of (i) the redemption price of the Note at September 1, 2014 (such redemption price being set forth in the table in Section 3.7(a)), plus (ii) all required interest payments due on the Note through September 1, 2014 (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over

(b)the principal amount of the Note. “Asset Acquisition” means:

(c)an Investment by the Company or any Restricted Subsidiary in any other Person pursuant to which such Person shall become a Restricted Subsidiary, or shall be merged with or into the Company or any Restricted Subsidiary; or

(d)the acquisition by the Company or any Restricted Subsidiary of the assets of any Person which constitute all or substantially all of the assets of such Person, any division or line of business of such Person or any other properties or assets of such Person other than in the ordinary course of business.

“Asset Sale” means any transfer, conveyance, sale, lease or other disposition (including, without limitation, dispositions pursuant to any consolidation or merger) by the Company or any of its Restricted Subsidiaries to any Person (other than to the Company or one or more of its Restricted Subsidiaries) in any single transaction or series of transactions of:

(i)Capital Interests in another Person (other than directors’ qualifying shares);

(ii)any other property or assets (other than in the normal course of business, including any sale or other disposition of obsolete or permanently retired equipment);

provided, however, that the term “Asset Sale” shall exclude:

(e)any asset disposition permitted by Section 5.1 that constitutes a disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole;

(f)any transfer, conveyance, sale, lease or other disposition of property or assets, the gross proceeds of which (exclusive of indemnities) do not exceed in any one or related series of transactions $5.0 million;

(g)sales of Eligible Cash Equivalents;

(h)sales of Unrestricted Subsidiaries;

6

(i)the sale and leaseback of any assets within 90 days of the acquisition thereof;

(j)the disposition of property or equipment no longer used or useful in the business of such entity;

(k)a Restricted Payment or Permitted Investment that is otherwise permitted by this Indenture;

(l)any trade-in of equipment in exchange for other equipment; provided that in the good faith judgment of the Company, the Company or such Restricted Subsidiary receives equipment (or credit toward the acquisition cost of equipment) having a fair market value equal to or greater than the equipment being traded in;

(m)the creation of a Lien permitted under this Indenture (but not the sale or other disposition of the property subject to such Lien);

(n)leases or subleases in the ordinary course of business to third persons not interfering in any material respect with the business of the Company or any of its Restricted Subsidiaries;

(o)licenses or sublicenses of intellectual property in the ordinary course of business;

(p)any transfer that is a surrender or waiver of a contract right or a settlement, surrender or release of a contract or tort claim; and

(q)any Permitted Asset Swap; provided that the aggregate Fair Market Value of the properties disposed of pursuant to such Permitted Asset Swaps shall not exceed $20 million in the aggregate.

For purposes of this definition, any series of related transactions that, if effected as a single transaction, would constitute an Asset Sale, shall be deemed to be a single Asset Sale effected when the last such transaction which is a part thereof is effected.

“Asset Sale Offer” means an Offer to Purchase required to be made by the Company pursuant to Section 4.10 to all Holders.

“Attributable Debt” under this Indenture in respect of a Sale and Leaseback Transaction means, as at the time of determination, the present value (discounted at the rate of interest implicit in such transaction) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction (including any period for which such lease has been or may be extended).

“Average Life” means, as of any date of determination, with respect to any Debt, the quotient obtained by dividing (i) the sum of the products of (x) the number of years from the date of determination to the dates of each successive scheduled principal payment (including any

7

sinking fund or mandatory redemption payment requirements) of such Debt multiplied by (y) the amount of such principal payment by (ii) the sum of all such principal payments.

“Bankruptcy Law” means Title 11, U. S. Code or any similar federal or state law for the relief of debtors.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person,” as such term is used in Section 13(d)(3) of the Exchange Act, such “person” shall be deemed to have beneficial ownership of all securities that such “person” has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition.

“Board of Directors” means (i) with respect to the Company or any Restricted Subsidiary, its board of directors or any duly authorized committee thereof; (ii) with respect to a corporation, the board of directors of such corporation or any duly authorized committee thereof; and (iii) with respect to any other entity, the board of directors or similar body of the general partner or managers of such entity or any duly authorized committee thereof.

“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company or any Restricted Subsidiary to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification and delivered to the Trustee.

“Business Day” means any day other than a Legal Holiday.

“Capital Interests” in any Person means any and all shares, interests (including Preferred Interests), participations or other equivalents in the equity interest (however designated) in such Person and any rights (other than Debt securities convertible into an equity interest), warrants or options to acquire an equity interest in such Person.

“Capital Lease Obligation” of any Person means the obligation to pay rent or other payment amounts under a lease of (or other Debt arrangement conveying the right to use) real or personal property of such Person, to the extent such obligations are required to be classified and accounted for as a capital lease or a liability on the face of a balance sheet of such Person in accordance with GAAP.  The Stated Maturity of any Capital Lease Obligation shall be the date of the last payment of rent or any other amount due under such lease (or other Debt arrangement) prior to the first date upon which such lease (or other Debt arrangement) may be terminated by the user of such real or personal property without payment of a penalty, and the amount of any Capital Lease Obligation shall be the capitalized amount thereof determined in accordance with GAAP.

“Certificated Notes” means Notes that are in the form of Exhibit A attached hereto and do not bear the Global Notes Legend.

“Change of Control” means the occurrence of any of the following events:

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(a)any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders, is or becomes the ultimate “beneficial owner” (as such term is used in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause (a) such person or group shall be deemed to have “beneficial ownership” of all shares that any such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the Voting Interests in the Company; or

(b)after the consummation of an initial public offering, during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of the Company (together with any new directors whose election by the Board of Directors or whose nomination for election by the equity holders of the Company was approved by a vote of a majority of the directors of the Company’s then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Company’s Board of Directors then in office; or

(c)the Company sells, conveys, transfers or leases (either in one transaction or a series of related transactions) all or substantially all of its assets to, or merges or consolidates with, a Person other than (x) a Restricted Subsidiary of the Company or (y) a Successor Entity in which a majority or more of the voting power of the Voting Interests is held by the equity holders of the Company.

“Code” means the Internal Revenue Code of 1986, as amended.

“Commission” means the Securities and Exchange Commission and any successor thereto.

“Common Interests” of any Person means Capital Interests in such Person that do not rank prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to Capital Interests of any other class in such Person.

“Company” means New Enterprise Stone & Lime Co., Inc. and any successor thereto.

“Consolidated Cash Flow Available for Fixed Charges” means, with respect to any person for any period:

(i)the sum of, without duplication, the amounts for such period, taken as a single accounting period, of:

(a)Consolidated Net Income;

(b)Consolidated Non-cash Charges;

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(c)Consolidated Interest Expense;

(d)Consolidated Income Tax Expense (other than income tax expense (either positive or negative) attributable to extraordinary gains or losses); and

(e)if any Asset Sale or Asset Acquisition shall have occurred since the first day of any four quarter period for which “Consolidated Cash Flow Available for Fixed Charges” is being calculated (including to the date of calculation);

A.the cost of any compensation, remuneration or other benefit paid or provided to any employee, consultant, Affiliate, equity owner of the entity involved in any such Asset Acquisition to the extent such costs are eliminated or reduced (or public announcement has been made of the intent to eliminate or reduce such costs) prior to the date of such calculation and not replaced; and

B.the amount of any reduction in general, administrative or overhead costs of the entity involved in any Asset Acquisition or Asset Sale, to the extent such amounts under clause (A) and (B) would be permitted to be eliminated in a pro forma income statement prepared in accordance with Rule 11-02 of Regulation S-X as interpreted by the Commission, and

(ii)less non-cash items increasing Consolidated Net Income for such period, other than (a) the accrual of revenue consistent with past practice, and (b) reversals of prior accruals or reserves for cash items previously excluded in the calculation of Consolidated Non-cash Charges.

If, during the Four Quarter Period or subsequent thereto and on or prior to the date of determination, the Company or any of its Restricted Subsidiaries shall have engaged (or will concurrently engage) in any Asset Sale or Asset Acquisition or shall have designated any Restricted Subsidiary to be an Unrestricted Subsidiary or any Unrestricted Subsidiary to be a Restricted Subsidiary, Consolidated Cash Flow Available for Fixed Charges for the Four Quarter Period shall be calculated on a pro forma basis giving effect to such Asset Sale or Asset Acquisition or designation, as the case may be, and the application of any proceeds therefrom as if such Asset Sale or Asset Acquisition or designation had occurred on the first day of the Four Quarter Period.

“Consolidated Fixed Charge Coverage Ratio’” means, with respect to any Person, the ratio of the aggregate amount of Consolidated Cash Flow Available for Fixed Charges of such Person for the four full fiscal quarters, treated as one period, for which financial information in respect thereof is available immediately preceding the date of the transaction (the “Transaction Date”) giving rise to the need to calculate the Consolidated Fixed Charge Coverage Ratio (such four full fiscal quarter period being referred to herein as the “Four Quarter Period’) to the aggregate amount of Consolidated Fixed Charges of such Person for the Four Quarter Period.  In calculating “Consolidated Fixed Charges” for purposes of determining the denominator (but not the numerator) of this “Consolidated Fixed Charge Coverage Ratio”:

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(iii)interest on outstanding Debt determined on a fluctuating basis as of the Transaction Date and which will continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Debt in effect on the Transaction Date; and

(iv)if interest on any Debt actually incurred on the Transaction Date may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the Transaction Date will be deemed to have been in effect during the Four Quarter Period.

If such Person or any of its Restricted Subsidiaries directly or indirectly Guarantees Debt of a third Person, the above clause shall give effect to the incurrence of such Guaranteed Debt as if such Person or such Subsidiary had directly incurred or otherwise assumed such Guaranteed Debt.

“Consolidated Fixed Charges’” means, with respect to any Person for any period, the sum of, without duplication, the amounts for such period of:

(i)Consolidated Interest Expense; and

(ii)the product of (a) all dividends and other distributions paid or accrued during such period in respect of Redeemable Capital Interests of such Person and its Restricted Subsidiaries, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, determined on a consolidated basis in accordance with GAAP.

“Consolidated Income Tax Expense” means, with respect to any Person for any period, the provision for federal, state, local and foreign income taxes of such Person and its Restricted Subsidiaries for such period as determined on a consolidated basis in accordance with GAAP.

“Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of:

(iii)the interest expense of such Person and its Restricted Subsidiaries for such period (net of the amount of cash interest income for such period) as determined on a consolidated basis in accordance with GAAP, including, without limitation:

(a)any amortization of debt discount;

(b)the net cost under Interest Rate Protection Obligations (including any amortization of discounts);

(c)the interest portion of any deferred payment obligation;

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(d)all commissions, discounts and other fees and charges owed with respect to letters of credit, bankers’ acceptance financing or similar activities; and

(e)all accrued interest;

(i)the interest component of Capital Lease Obligations paid, accrued and/or scheduled to be paid or accrued by such Person and its Restricted Subsidiaries during such period determined on a consolidated basis in accordance with GAAP; and

(ii)all capitalized interest of such Person and its Restricted Subsidiaries for such period; provided, however, that such fixed charges shall not include amortization of debt issuance costs.

“Consolidated Net Income” means, with respect to any Person, for any period, the consolidated net income (or loss) (including income (or loss) allocable to non-controlling interests) of such Person and its Restricted Subsidiaries for such period as determined in accordance with GAAP, adjusted, to the extent including in calculating such net income, by excluding, without duplication:

(iii)all extraordinary or non-recurring gains or losses (net of fees and expense relating to the transaction giving rise thereto);

(iv)the portion of net income of such Person and its Restricted Subsidiaries allocable to minority interest in unconsolidated Persons or Investments in Unrestricted Subsidiaries to the extent that cash dividends or distributions have not actually been received by such Person or one of its Restricted Subsidiaries;

(v)gains or losses in respect of any Asset Sales by such Person or one of its Restricted Subsidiaries (net of fees and expenses relating to the transaction giving rise thereto), on an after-tax basis;

(vi)the net income of any Restricted Subsidiary or such Person to the extent that the declaration of dividends or similar distributions by that Restricted Subsidiary of that income is not at the time permitted, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulations applicable to that Restricted Subsidiary or its stockholders

(vii)any gain or loss realized as a result of the cumulative effect of a change in accounting principles;

(viii)any fees and expenses paid in connection with the issuance of the Notes; and

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(ix)non-cash compensation expense incurred with any issuance of equity interests to an employee of such Person or any Restricted Subsidiary.

“Consolidated Non-cash Charges” means, with respect to any Person for any period, the aggregate depreciation, cost depletion, amortization (including amortization or impairment of goodwill and other intangibles or long-lived assets), mark-to-market losses, charges or losses resulting from purchase accounting adjustments, rent expense accrued based on straight-line conventions in excess of actual cash payments during such period, and other non-cash expenses of such Person and its Restricted Subsidiaries reducing Consolidated Net Income or such Person and its Restricted Subsidiaries for such period, determine on a consolidated basis in accordance with GAAP (excluding any such charges constituting an extraordinary item or loss and excluding any such charges constituting an extraordinary item or loss or any charge which requires an accrual of or a reserve for cash charges for any future period).

“Corporate Trust Office” means an office of the Trustee at which at any time its corporate trust business shall be administered, which office at the date hereof is located at MAC N9311-110, 625 Marquette Avenue, Minneapolis, MN 55479, Attention: Corporate Trust Administration, or such other address as the Trustee may designate from time to time by written notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Holders and the Company).

“Credit Agreement” means the Second Amended and Restated Credit Agreement, dated as of January 11, 2008, between the Company, the Lenders party thereto, Manufacturers and Traders Trust Company, as the Issuing Bank, a Lender, the Swing Lender and Agent, National City Bank, as Syndication Agent and Manufacturers and Traders Trust Company and National City Bank, as Co-Lead Arrangers, together with all related notes, letters of credit, collateral documents, guarantees, and any other related agreements and instruments executed and delivered in connection therewith, in each case as amended, modified, supplemented, refinanced, refunded or replaced in whole or in part from time to time.

“Credit Facility” means one or more debt facilities, including the Credit Agreement or other financing arrangements (including without limitation commercial paper facilities or indentures) providing for revolving credit loans, term loans, letters of credit or other indebtedness, including any notes, Guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as, as amended, extended, renewed, restated, supplemented, replaced (whether or not upon termination and whether with the original lenders, institutional investors or otherwise), refinanced (including through the issuance of debt securities), restructured or otherwise modified (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time, and any agreement (and related document) governing Indebtedness incurred to refinance, in whole or in part, the borrowings and commitments then outstanding or permitted to be outstanding under such Credit Facility or a successor Credit Facility, whether by the same or any other agent, lender or group of lenders (or institutional investors).

“Credit Facility Agent” means Manufacturers and Traders Trust Company.

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“Currency Hedge Obligations” means the obligations of a Person Incurred pursuant to any foreign currency exchange agreement, option or futures contract or other similar agreement or arrangement designed to protect against or manage such Person’s exposure to fluctuations in foreign currency exchange rates on Debt permitted under this Indenture.

“Debt” means at any time (without duplication), with respect to any Person, whether recourse is to all or a portion of the assets of such Person, or non-recourse, and whether or not contingent, the following: (i) all indebtedness of such Person for money borrowed; (ii) all obligations of such Person evidenced by bonds, debentures, notes, or other similar instruments; (iii) all obligations of such Person with respect to letters of credit (other than letters of credit for workers’ compensation or similar obligations that are secured by cash obligations), bankers’ acceptances or similar facilities issued for the account of such Person; (iv) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property or assets acquired by such Person (even if the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property or assets); (v) all Capital Lease Obligations of such Person; (vi) the maximum fixed redemption or repurchase price of Redeemable Capital Interests in such Person at the time of determination; (vii) any Swap Contracts and Currency Hedge Obligations of such Person at the time of determination; (viii) Attributable Debt with respect to any Sale and Leaseback Transaction to which such Person is a party; and (ix) all obligations of the types referred to in clauses (i) through (viii) of this definition of another Person and all dividends and other distributions of another Person, the payment of which, in either case, (A) such Person has Guaranteed or (B) is secured by (or the holder of such Debt or the recipient of such dividends or other distributions has an existing right, whether contingent or otherwise, to be secured by) any Lien upon the property or other as sets of such Person, even though such Person has not assumed or become liable for the payment of such Debt, dividends or other distributions.  For purposes of the foregoing: (a) the maximum fixed repurchase price of any Redeemable Capital Interests that do not have a fixed repurchase price shall be calculated in accordance with the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; (b) the amount outstanding at any time of any Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the amount of any Debt described in clause (ix)(A) above shall be the maximum liability under any such Guarantee; (d) the amount of any Debt described in clause (ix)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; (e) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (f) trade payables, other current liabilities incurred in the normal course of business and any liability for federal, state or local income taxes or other taxes owed by such Person will not constitute Debt.

Notwithstanding the foregoing, in connection with the purchase by the Company or any Restricted Subsidiary of any business, the term “Debt” will exclude (x) customary indemnification obligations and (y) post-closing payment adjustments to which the seller may

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become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business after the closing; provided, however, that, at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid within 60 days thereafter.

The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any time will be the accreted value thereof at such time.

“Default means any event that is, or after notice or passage of time, or both, would be, an Event of Default.

“Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.3 hereof as the Depositary with respect to the Notes, until a successor shall have been appointed and become such pursuant to Section 2.6 hereof, and, thereafter, “Depositary” shall mean or include such successor.

“Detwiler Officer” means each of Paul I. Detwiler, Jr., Donald L. Detwiler, Paul I. Detwiler III, Steven Detwiler and James Van Buren.

“Disinterested Director” means, with respect to any proposed transaction between (i) the Company or a Restricted Subsidiary, as applicable, and (ii) an Affiliate thereof (other than the Company or a Restricted Subsidiary), a member of the Board of Directors of the Company or such Restricted Subsidiary, as applicable, who would not be a party to, or have a financial interest in, such transaction and is not an officer, director or employee of, and does not have a financial interest in, such Affiliate.  For purposes of this definition, no person would be deemed not to be a Disinterested Director solely because such person holds Capital Interests in the Company or is an employee of the Company.

“Domestic Subsidiary” means any Restricted Subsidiary of the Company that was formed under the laws of the United States or any state of the United States or the District of Columbia or that Guarantees or otherwise provides direct credit support for any Debt of the Company.

“DTC” means The Depository Trust Company (55 Water Street, New York, New York).

“Eligible Bank” means a bank or trust company that (i) is organized and existing under the laws of the United States of America or Canada, or any state, territory, province or possession thereof, (ii) as of the time of the making or acquisition of an Investment in such bank or trust company, has combined capital and surplus in excess of $500.0 million and (iii) the senior Debt of which is rated at least “A-2” by Moody’s or at least “A” by Standard & Poor’s.

“Eligible Cash Equivalents” means any of the following Investments: (i) securities issued or directly and fully guaranteed or insured by the United States or any agency or

15

instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) maturing not more than one year after the date of acquisition; (ii) time deposits in and certificates of deposit of any Eligible Bank, provided that such Investments have a maturity date not more than two years after date of acquisition and that the Average Life of all such Investments is one year or less from the respective dates of acquisition; (iii) repurchase obligations with a term of not more than 180 days for underlying securities of the types described in clause (i) above entered into with any Eligible Bank; (iv) direct obligations issued by any state of the United States or any political subdivision or public instrumentality thereof, provided that such Investments mature, or are subject to tender at the option of the holder thereof, within 365 days after the date of acquisition and, at the time of acquisition, have a rating of at least A from Standard & Poor’s or A-2 from Moody’s (or an equivalent rating by any other nationally recognized rating agency); (v) commercial paper of any Person other than an Affiliate of the Company, provided that such Investments have one of the two highest ratings obtainable from either Standard & Poor’s or Moody’s and mature within 180 days after the date of acquisition; (vi) overnight and demand deposits in and bankers’ acceptances of any Eligible Bank and demand deposits in any bank or trust company to the extent insured by the Federal Deposit Insurance Corporation against the Bank Insurance Fund; and (vii) money market funds substantially all of the assets of which comprise Investments of the types described in clauses (i) through (vi).

“Exchange Ac f means Securities Exchange Act of 1934, as amended. “Exchange Notes” has the meaning set forth in the Preamble.

“Exchange Offer” means an offer that may be made by the Issuer pursuant to the Registration Rights Agreement to exchange Initial Notes for the Exchange Notes.

“Expiration Date” has the meaning set forth in the definition of “Offer to Purchase.”

“Fair Market Value” means, with respect to the consideration received or paid in any transaction or series of transactions, the fair market value thereof as determined in good faith by the Board of Directors.

“Four Quarter Period” has the meaning given to such term in the definition of “Consolidated Fixed Charge Coverage Ratio.”

“GAAP” means generally accepted accounting principles in the United States, consistently applied, as set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board, or in such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States, which are in effect as of the Issue Date.

“Global Notes” means the Notes that are in the form of Exhibit A hereto and bear the Global Notes Legend.

“Global Notes Legend’ means the legend identified as such in Exhibit A hereto.

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“Government Securities” means (1) any security which is (a) a direct obligation of the United States of America for the payment of which the full faith and credit of the United States of America is pledged or (b) an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation of the United States of America, which, in either case, is not callable or redeemable at the option of the issuer thereof, and (2) any depository receipt issued by a bank, as defined in the Securities Act, as custodian with respect to any Government Securities and held by such bank for the account of the holder of such depository receipt, or with respect to any specific payment of principal of or interest on any Government Securities which is so specified and held, provided that, except as required by law, such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal or interest evidenced by such depository receipt.

“Guarantee” means, as applied to any Debt of another Person, (i) a guarantee (other than by endorsement of negotiable instruments for collection in the normal course of business), direct or indirect, in any manner, of any part or all of such Debt, (ii) any direct or indirect obligation, contingent or otherwise, of a Person guaranteeing or having the effect of guaranteeing the Debt of any other Person in any manner and (iii) an agreement of a Person, direct or indirect, contingent or otherwise, the practical effect of which is to assure in any way the payment or performance (or payment of damages in the event of non-performance) of all or any part of such Debt of another Person (and “Guaranteed” and “Guaranteeing” shall have meanings that correspond to the foregoing).

“Guarantor” means any Subsidiary of the Company that executes a Note Guarantee in accordance with provisions of this Indenture and their respective successors and assigns.

“Hedging Obligations” of any Person means the obligations of such person pursuant to any interest rate agreement, currency agreement or commodity agreement.

“Holder means a Person in whose name a Note is registered in the security register.

“Incur” means, with respect to any Debt or other obligation of any Person, to create, issue, incur (by conversion, exchange or otherwise), assume, Guarantee or otherwise become liable in respect of such Debt or other obligation or the recording, as required pursuant to GAAP or otherwise, of any such Debt or other obligation on the balance sheet of such Person; provided, however, that a change in GAAP that results in an obligation of such Person that exists at such time becoming Debt shall not be deemed an Incurrence of such Debt.  Debt otherwise Incurred by a Person before it becomes a Subsidiary of the Company shall be deemed to be Incurred at the time at which such Person becomes a Subsidiary of the Company. “Incurrence,” “Incurred,” “Incurrable” and “Incurring” shall have meanings that correspond to the foregoing.  A Guarantee by the Company or a Restricted Subsidiary of Debt Incurred by the Company or a Restricted Subsidiary, as applicable, shall not be a separate Incurrence of Debt.  None of the following shall be a separate Incurrence of Debt:

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(1)amortization of debt discount or accretion of principal with respect to a non-interest bearing or other discount security;

(2)the payment of regularly scheduled interest in the form of additional Debt of the same instrument or the payment of regularly scheduled dividends on Capital Stock in the form of additional Capital Stock of the same class and with the same terms;

(3)the obligation to pay a premium in respect of Debt arising in connection with the issuance of a notice of redemption or making of a mandatory offer to purchase such Debt;

(4)unrealized losses or charges in respect of Hedging Obligations;

(5)increases in the amount of Debt outstanding solely as a result of fluctuations in currency exchange rates or increases in the value of property securing Debt; and

(6)increases in the amount of Debt solely as a result of purchase accounting adjustments or accounting adjustments related to derivative financial instruments.

“Indenture” means this Indenture, as amended or supplemented from time to time.

“Independent Director” of the Company means a member of the Board of Directors of the Company that is both (a) “Independent” within the meaning of the New York Stock Exchange Listed Company Manual as in effect on the Issue Date, and (b) a Disinterested Director.

“Initial Notes” has the meaning set forth in the preamble hereto.

“Interest Rate Protection Agreements” means, with respect to any Person, any arrangement with any other Person whereby, directly or indirectly, such Person is entitled to receive from time to time periodic payments calculated by applying either a floating or a fixed rate of interest on a stated notional amount in exchange for periodic payments made by such Person calculated by applying a fixed or a floating rate of interest on the same notional amount and shall include without limitation, interest rate swaps, caps, floors, collars and similar agreements.

“Interest Rate Protection Obligations” means the obligations of any Person pursuant to any Interest Rate Protection Agreements.

“Investment” by any Person means any direct or indirect loan, advance (or other extension of credit) or capital contribution to (by means of any transfer of cash or other property or assets to another Person or any other payments for property or services for the account or use of another Person) another Person, including, without limitation, the following: (i) the purchase or acquisition of any Capital Interest or other evidence of beneficial ownership in another Person; (ii) the purchase, acquisition or Guarantee of the Debt of another Person; and (iii) the purchase or acquisition of the business or assets of another Person; but shall exclude: (a)

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accounts receivable and other extensions of trade credit on commercially reasonable terms in accordance with normal trade practices; (b) the acquisition of property and assets from suppliers and other vendors in the normal course of business; and (c) prepaid expenses and workers’ compensation, utility, lease and similar deposits, in the normal course of business.

“Issue Date” means the date on which the initial $250.0 million in aggregate principal amount of the Notes is originally issued under this Indenture.

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in the City of New York, the city in which the principal Corporate Trust Office of the Trustee is located or at a place of payment are authorized by law, regulation or executive order to remain closed.  If a payment date is a Legal Holiday, payment shall be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period.

“Lien” means, with respect to any property or other asset, any mortgage or deed of trust, pledge, hypothecation, assignment, deposit arrangement, security interest, lien (statutory or otherwise), charge, easement, encumbrance, preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever on or with respect to such property or other asset (including, without limitation, any conditional sale or other title retention agreement having substantially the same economic effect as any of the foregoing).

“Master Agreement’ has the meaning set forth in the definition of “Swap Contract.”

“Net Cash Proceeds” means, with respect to Asset Sales of any Person, cash and Eligible Cash Equivalents received, net of: (i) all reasonable out-of-pocket expenses of such Person incurred in connection with such a sale, including, without limitation, all legal, title and recording tax expenses, commissions and other fees and expenses incurred and all federal, state, foreign and local taxes arising in connection with such an Asset Sale that are paid or required to be accrued as a liability under GAAP by such Person; (ii) all payments made by such Person on any Debt that is secured by such properties or other assets in accordance with the terms of any Lien upon or with respect to such properties or other assets or that must, by the terms of such Lien or such Debt, or in order to obtain a necessary consent to such transaction or by applicable law, be repaid to any other Person (other than the Company or a Restricted Subsidiary thereof) in connection with such Asset Sale; and (iii) all contractually required distributions and other payments made to minority interest holders in Restricted Subsidiaries of such Person as a result of such transaction; provided, however, that: (a) in the event that any consideration for an Asset Sale (which would otherwise constitute Net Cash Proceeds) is required by (I) contract to be held in escrow pending determination of whether a purchase price adjustment will be made or (II) GAAP to be reserved against other liabilities in connection with such Asset Sale, such consideration (or any portion thereof) shall become Net Cash Proceeds only at such time as it is released to such Person from escrow or otherwise; and (b) any non-cash consideration received in connection with any transaction, which is subsequently converted to cash, shall become Net Cash Proceeds only at such time as it is so converted.

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“Note Custodian” means the Trustee when serving as custodian for the Depositary with respect to the Global Notes, or any successor entity thereto.

“Note Guarantee” means any guarantee of the Notes by any Guarantor pursuant to this Indenture.

“Notes” has the meaning set forth in the preamble to this Indenture.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities of any kind payable under the documentation governing any Indebtedness.

“Offer” has the meaning set forth in the definition of “Offer to Purchase.”

“Offer to Purchase” means a written offer (the “Offer”) sent by the Company by first class mail, postage prepaid, to each Holder at his address appearing in the security register on the date of the Offer, offering to purchase up to the aggregate principal amount of Notes set forth in such Offer at the purchase price set forth in such Offer (as determined pursuant to this Indenture).  Unless otherwise required by applicable law, the offer shall specify an expiration date (the “Expiration Date”) of the Offer to Purchase which shall be, subject to any contrary requirements of applicable law, not less than 30 days or more than 60 days after the date of mailing of such Offer and a settlement date (the “Purchase Date”) for purchase of Notes within five business days after the Expiration Date.  The Company shall notify the Trustee at least 15 days (or such shorter period as is acceptable to the Trustee) prior to the mailing of the Offer of the Company’s obligation to make an Offer to Purchase, and the Offer shall be mailed by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company.  The Offer shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Purchase.  The Offer shall also state:

(1)the Section of this Indenture pursuant to which the Offer to Purchase is being made;

(2)the Expiration Date and the Purchase Date;

(3)the aggregate principal amount of the outstanding Notes offered to be purchased pursuant to the Offer to Purchase (including, if less than 100%, the manner by which such amount has been determined pursuant to Indenture covenants requiring the Offer to Purchase) (the “Purchase Amount”);

(4)the purchase price to be paid by the Company for each $ 1,000 principal amount of Notes accepted for payment (as specified pursuant to this Indenture) (the “Purchase Price”);

(5)that the Holder may tender all or any portion of the Notes registered in the name of such Holder and that any portion of a Note tendered must be tendered in minimum denominations of $2,000 aggregate principal amount and an integral multiple of $1,000 in excess thereof;

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(6)the place or places where Notes are to be surrendered for tender pursuant to the Offer to Purchase, if applicable;

(7)that, unless the Company defaults in making such purchase, any Note accepted for purchase pursuant to the Offer to Purchase will cease to accrue interest on and after the Purchase Date, but that any Note not tendered or tendered but not purchased by the Company pursuant to the Offer to Purchase will continue to accrue interest at the same rate;

(8)that, on the Purchase Date, the Purchase Price will become due and payable upon each Note accepted for payment pursuant to the Offer to Purchase;

(9)that each Holder electing to tender a Note pursuant to the Offer to Purchase will be required to surrender such note or cause such Note to be surrendered at the place or places set forth in the Offer prior to the close of business on the Expiration Date (such Note being, if the Company so requires, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company duly executed by, the Holder thereof or his attorney duly authorized in writing);

(10)that Holders will be entitled to withdraw all or any portion of Notes tendered if the Company (or its paying agent) receives, not later than the close of business on the Expiration Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the aggregate principal amount of the Notes the Holder tendered, the certificate number of the Note the Holder tendered and a statement that such Holder is withdrawing all or a portion of his tender;

(11)that (a) if Notes having an aggregate principal amount less than or equal to the Purchase Amount are duly tendered and not withdrawn pursuant to the Offer to Purchase, the Company shall purchase all such Notes and (b) if Notes having an aggregate principal amount in excess of the Purchase Amount are tendered and not withdrawn pursuant to the Offer to Purchase, the Company shall purchase Notes having an aggregate principal amount equal to the Purchase Amount on a pro rata basis, with such adjustments by lot or by any other method deemed to be fair and appropriate so that only Notes in denominations of $2,000 aggregate principal amount or integral multiples of $1,000 in excess thereof shall be purchased; and

(12)if applicable, that, in the case of any Holder whose Note is purchased only in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Note without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder, in the aggregate principal amount equal to and in exchange for the unpurchased portion of the aggregate principal amount of the Notes so tendered.

“Offering Memorandum” means the offering memorandum related to the issuance of the Notes on the Issue Date, dated August 13, 2010.

“Officer” means, with respect to any Person, the Chairman of the Board, the principal executive officer, the President, the principal operating officer, the principal financial

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officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person.

“Officers’ Certificate” means a certificate to be delivered upon the occurrence of certain events as set forth in this Indenture, signed on behalf of the Company by two Officers of the Company, one of whom must be the principal executive officer, the principal financial officer or the principal accounting officer of the Company.

“Opinion of Counsel means an opinion from legal counsel who is reasonably acceptable to the Trustee.  The counsel may be an employee of or counsel to the Company or any Subsidiary of the Company.

“Participant” means, with respect to DTC, a Person who has an account with DTC.

“Paying Agent” means any Person authorized by the Company to pay the principal of, premium, if any, or interest on any Notes on behalf of the Company.

“Permitted Asset Swap” means any like-kind exchange under Section 1031 of the Code and any other exchange of assets by the Company or a Restricted Subsidiary where the Company or its Restricted Subsidiaries receive consideration which consists solely of (a) cash or Eligible Cash Equivalents, (b) long term assets (and current assets that are ancillary to such long term assets) that are used or useful in a Permitted Business, or (c) any combination thereof.

“Permitted Business” means any business similar in nature to any business conducted by the Company and the Restricted Subsidiaries on the Issue Date and any business reasonably ancillary, incidental, complementary or related to, or a reasonable extension, development or expansion of, the business conducted by the Company and the Restricted Subsidiaries on the Issue Date, in each case, as determined in good faith by the Board of Directors of the Company.

“Permitted Debt means:

(i)Debt Incurred pursuant to any Credit Facility in an aggregate principal amount at any one time outstanding not to exceed the greater of (a) $350.0 million minus any amount used to permanently repay Secured Debt under such Credit Facilities (or permanently reduce commitments with respect thereto) pursuant to Section 4.10, plus, in the event of any refinancing of any such Debt, the aggregate amount of any discounts, commissions, premiums, fees and other costs and expenses related to such refinancing, and (b) 2.75 multiplied by the aggregate amount of Consolidated Cash Flow Available for Fixed Charges of the Company for the Four Quarter Period immediately preceding the date of determination;

(ii)Debt outstanding under the Notes on the Issue Date and contribution, indemnification and reimbursement obligations owed by the Company or any Guarantor to any of the other of them in respect of amounts paid or payable on such Notes;

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(iii)Guarantees of the Notes;

(iv)Debt of the Company or any Restricted Subsidiary outstanding on the Issue Date (other than clauses (i) or (ii) above);

(v)Debt owed to and held by the Company or a Restricted Subsidiary;

(vi)Guarantees Incurred by the Company of Debt of a Restricted Subsidiary of the Company;

(vii)Guarantees by any Restricted Subsidiary of Debt of the Company or any Restricted Subsidiary, including Guarantees by any Restricted Subsidiary of Debt under any Credit Facility, provided that (a) such Debt is Permitted Debt or is otherwise Incurred in accordance with Section 4.9 and (b) such Guarantees are subordinated to the Notes to the same extent, if any, as the Debt being guaranteed;

(viii)Debt incurred in respect of workers’ compensation claims, unemployment insurance, self-insurance obligations, indemnity, bid, performance, warranty, release, appeal, surety and similar bonds, letters of credit for operating purposes and completion guarantees provided or incurred (including Guarantees thereof) by the Company or a Restricted Subsidiary in the ordinary course of business;

(ix)Debt under Swap Contracts, Interest Rate Protection Obligations and Currency Hedge Obligations;

(x)Debt owed by the Company or any Restricted Subsidiary to the Company or any Restricted Subsidiary, provided that if for any reason such Debt ceases to be held by the Company or a Restricted Subsidiary, as applicable, such Debt shall cease to be Permitted Debt and shall be deemed Incurred as Debt of the Company for purposes of this Indenture;

(xi)Debt of the Company or any Restricted Subsidiary pursuant to Capital Lease Obligations and Purchase Money Debt under this clause, provided that the aggregate principal amount of such Debt, together with the principal amount of any other Debt then outstanding pursuant to this clause (xi), does not exceed $25.0 million in the aggregate;

(xii)Debt arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, contribution, earnout, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or Capital Interests of a Restricted Subsidiary otherwise permitted under this Indenture;

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(xiii)the issuance by any of the Company’s Restricted Subsidiaries to the Company or to any of its Restricted Subsidiaries of shares of preferred stock; provided, however, that:

(a)any subsequent issuance or transfer of Capital Interests that results in any such preferred stock being held by a Person other than the Company or a Restricted Subsidiary of the Company; and

(b)any sale or other transfer of any such preferred stock to a Person that is not either the Company or a Restricted Subsidiary of the Company;

shall be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this clause (xiii);

(c)Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Debt is extinguished within five business days of Incurrence;

(i)Debt of the Company or any Restricted Subsidiary not otherwise permitted pursuant to this definition, in an aggregate principal amount not to exceed $25.0 million at any time outstanding;

(ii)Debt Incurred by the Company or any of its Restricted Subsidiaries to current or former officers, directors, employees and shareholders thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Capital Stock of the Company or any direct or indirect parent company of the Company to the extent described in clause (v) of the second paragraph of Section 4.7; and

(iii)Refinancing Debt.

Notwithstanding anything herein to the contrary, Debt permitted under clause (i) of this definition of “Permitted Debt” shall not constitute “Refinancing Debt” under clause (xvii) of this definition of “Permitted Debt.”

“Permitted Holders” means each Detwiler Officer; any spouse or lineal descendant of a Detwiler Officer; any trust or estate the sole beneficiary or beneficiaries of which is a Detwiler Officer, any spouse or lineal descendants of a Detwiler Officer; or any entity owned or controlled by any of the foregoing.

“Permitted Investments’” means:

(a)Investments in existence on Issue Date;

(b)Investments required pursuant to any agreement or obligation of the Company or a Restricted Subsidiary, in effect on the Issue Date, to make such Investments;

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(c)Eligible Cash Equivalents;

(d)Investments in property and other assets, owned or used by the Company or any Restricted Subsidiary in the normal course of business;

(e)Investments by the Company or any of its Restricted Subsidiaries in the Company or any Restricted Subsidiary that is a Guarantor;

(f)Investments by the Company or any Restricted Subsidiary in a Person, if as a result of such Investment (A) such Person becomes a Restricted Subsidiary or (B) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated or wound up into, the Company or a Restricted Subsidiary;

(g)Swap Contracts, Interest Rate Protection Obligations and Currency Hedge Obligations;

(h)non-cash consideration received in conjunction with an Asset Sale that is otherwise permitted under Section 4.10 or that is received in connection with any other disposition of assets not constituting an Asset Sale;

(i)Investments received in settlement of obligations owed to the Company or any Restricted Subsidiary and as a result of bankruptcy or insolvency proceedings or upon the foreclosure or enforcement of any Lien in favor of the Company or any Restricted Subsidiary;

(j)Investments by the Company or any Restricted Subsidiary (other than in an Affiliate that

(k)is not a joint venture or an Unrestricted Subsidiary) not otherwise permitted under this definition, in an aggregate amount which together with the net amount of all other Investments then outstanding pursuant to this clause (j) does not exceed $30.0 million;

(l)Loans and advances (including for travel and relocation) to employees in an amount not to exceed $2.5 million in the aggregate at any one time outstanding;

(m)any Investment consisting of a Guarantee permitted by Section 4.9; and

(n)any Investment in Rock Solid Insurance Company or another entity formed by the Company or by the Company and other Persons for the purpose of and to the extent necessary or, in the good faith determination of the Board of Directors of the Company, desirable, to fund self-insurance obligations in the ordinary course of business or consistent with past practice.

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“Permitted Liens’” means:

(a)Liens existing at the Issue Date;

(b)Liens securing Indebtedness under any Credit Facility incurred pursuant to clause (i) of the definition of “Permitted Debt”;

(c)Liens securing Swap Contracts, Interest Rate Protection Obligations and Currency Hedge Obligations;

(d)any Lien for taxes or assessments or other governmental charges or levies not then due and payable (or which, if due and payable, are being contested in good faith and for which adequate reserves are being maintained, to the extent required by GAAP);

(e)any statutory warehousemen’s, materialmen’s, landlord’s or other similar Liens for sums not then due and payable (or which, if due and payable, are being contested in good faith and with respect to which adequate reserves are being maintained, to the extent required by GAAP);

(f)any title exception, easement, right-of-way, lease, sublease or other similar Lien that does not materially impair the use or value of the property subject thereto in its use in the business of the Company or a Restricted Subsidiary thereof;

(g)Liens on property or other assets (i) in connection with workers’ compensation, unemployment insurance and other types of statutory obligations or the requirements of any official body, or (ii) to secure the performance of tenders, bids, surety or performance bonds, leases, purchase, construction, sales or servicing contracts and other similar obligations Incurred in the normal course of business consistent with industry practice; or (iii) to obtain or secure obligations with respect to letters of credit, Guarantees, bonds or other sureties or assurances given in connection with the activities described in clauses (i) and (ii) above, in each case not Incurred or made in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of property or services or imposed by ERISA or the Code in connection with a “plan” (as defined in ERISA) (other than any Lien imposed in connection with the Company’s 401(k) Plan) or (iv) arising in connection with any attachment or judgment unless such Liens shall not be satisfied or discharged or stayed pending appeal within 60 days after the entry thereof or the expiration of any such stay;

(h)Liens on property or shares of Capital Interests of a Person existing at the time such Person is merged with or into or consolidated with the Company or a Restricted Subsidiary, or becomes a Restricted Subsidiary (and not Incurred in anticipation of such transaction), provided that such Liens are not extended to the property and assets of the Company and its Restricted Subsidiaries other than the property or assets acquired;

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(i)Liens securing Debt of a Restricted Subsidiary owed to and held by the Company or a Restricted Subsidiary thereof;

(j)other Liens incidental to the conduct of the business of the Company or any of its

(k)Restricted Subsidiaries, as the case may be, or the ownership of their assets that do not materially impair the use or value of the property subject thereto in its use in the business of the Company or such Restricted Subsidiary;

(l)Liens to secure Capital Lease Obligations;

(m)Liens securing Debt Incurred to finance the construction, purchase or lease of, or repairs, improvements or additions to, property, plant or equipment of such Person; provided, however, that the Lien may not extend to any other property owned by such Person or any of its Restricted Subsidiaries at the time the Lien is Incurred (other than assets and property affixed or appurtenant thereto), and the Debt (other than any interest thereon) secured by the Lien may not be Incurred more than one year after the later of the acquisition, completion of construction, repair, improvement, addition or commencement of full operation of the property subject to the Lien;

(n)Liens to secure any permitted extension, renewal, refinancing or refunding (or successive extensions, renewals, refinancings or refundings), in whole or in part, of any Debt secured by Liens referred to in the foregoing clauses (a) through (m); provided that such Liens do not extend to any other property or assets and the principal amount of the obligations secured by such Liens is not increased except to the extent of any discounts, commissions, premiums, fees and other costs and expenses related to such extension, renewal, refinancing or refunding;

(o)Liens in favor of customs or revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

(p)licenses of intellectual property granted in the ordinary course of business;

(q)Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligation in respect of banker’s acceptances issued or created in the ordinary course for the account of such Person to facilitate the purchase, shipment, or storage of such inventory or other goods;

(r)Liens on property or assets existing at the time of acquisition of such property or assets by the Company or a Restricted Subsidiary;

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provided, however, that such Liens were not incurred in anticipation of such acquisition;

(s)Liens from judgments, decrees, or attachments in circumstances not constituting an Event of Default;

(t)Deposits made in the ordinary course of business or Liens in the ordinary course of business to secure obligations with respect to letters of credit, in each case, to secure liability to insurance carriers;

(u)Leases or subleases granted to others that do not materially interfere with the ordinary course of business of the Company and its Restricted Subsidiaries;

(v)Liens arising from UCC financing statements regarding leases;

(w)Liens to secure any Refinancing Debt (or successive Refinancing Debt) as a whole, or in part, of any Debt secured by any Lien; provided, however, that:

A.such new Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to, such property or proceeds or distributions thereof); and

B.the Debt secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Debt at the time the original Lien became a Permitted Lien and (ii) the amount of any discounts, commissions, premiums, fees and other costs and expenses related to such refinancing, refunding, extension, renewal or replacement;

(x)Liens in favor of the Company or any Restricted Subsidiary;

(y)Survey exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection with Debt and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such person; and

(z)any extensions, substitutions, replacements or renewals of the foregoing.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization or government or any agency or political subdivision thereof.

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“Preferred Interests” as applied to the Capital Interests in any Person, means Capital Interests in such Person of any class or classes (however designated) that rank prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to shares of Common Interests in such Person.

“Purchase Amount” has the meaning set forth in the definition of “Offer to Purchase.” “Purchase Date” has the meaning set forth in the definition of “Offer to Purchase.” “Purchase Money Debt” means Debt

(i)Incurred to finance all or any part of the purchase price or cost of construction or improvement of any assets of such Person or any Restricted Subsidiary (including Debt incurred to refinance any such purchase price or costs of construction or improvement initially funded by the Company or a Restricted Subsidiary); and

(ii)that is secured by a Lien on such assets where the lender’s sole security is to the assets so purchased, constructed or improved and directly related assets such as proceeds (including insurance proceeds), products, replacements, substitutions and accessions thereto; and

(iii)that does not exceed 100% of such purchase price or costs. “Purchase Price” has the meaning set forth in the definition of “Offer to Purchase.”

“Qualified Capital Interests” in any Person means a class of Capital Interests other than Redeemable Capital Interests.

“Qualified Equity Offering” means (i) an underwritten public equity offering of Qualified Capital Interests pursuant to an effective registration statement under the Securities Act yielding gross proceeds to the Company of at least $25.0 million or (ii) a private equity offering of Qualified Capital Interests of the Company, other than (x) any such public or private sale to an entity that is an Affiliate of the Company and (y) any public offerings registered on Form S-8.

“Redeemable Capital Interests” in any Person means any equity security of such Person that by its terms (or by terms of any security into which it is convertible or for which it is exchangeable), or otherwise (including the passage of time or the happening of an event), is required to be redeemed, is redeemable at the option of the holder thereof in whole or in part (including by operation of a sinking fund), or is convertible or exchangeable for Debt of such Person at the option of the holder thereof, in whole or in part, at any time prior to the Stated Maturity of the Notes; provided that only the portion of such equity security which is required to be redeemed, is so convertible or exchangeable or is so redeemable at the option of the holder thereof before such date will be deemed to be Redeemable Capital Interests.  Notwithstanding the preceding sentence, any equity security that would constitute Redeemable Capital Interests solely because the holders of the equity security have the right to require the Company to repurchase such equity security upon the occurrence of a change of control or an asset sale will not constitute Redeemable Capital Interests if the terms of such equity security provide that the

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Company may not repurchase or redeem any such equity security pursuant to such provisions unless such repurchase or redemption complies with Section 4.7.  The amount of Redeemable Capital Interests deemed to be outstanding at any time for purposes of this Indenture will be the maximum amount that the Company and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Redeemable Capital Interests or portion thereof, exclusive of accrued dividends.

“Redemption Price” when used with respect to any Note to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.

“Refinancing Debt” means Debt that refunds, refinances, renews, replaces or extends any Debt permitted to be Incurred by the Company or any Restricted Subsidiary pursuant to the terms of this Indenture, whether involving the same or any other lender or creditor or group of lenders or creditors, but only to the extent that:

(i)the Refinancing Debt is subordinated to the Notes to at least the same extent as the Debt being refunded, refinanced or extended, if such Debt was subordinated to the Notes,

(ii)the Refinancing Debt has a final maturity either (a) no earlier than the Debt being refunded, refinanced or extended or (b) at least 91 days after the maturity date of the Notes,

(iii)the Refinancing Debt has a weighted average life to maturity at the time such Refinancing Debt is Incurred that is equal to or greater than the weighted average life to maturity of the Debt being refunded, refinanced, renewed, replaced or extended,

(iv)such Refinancing Debt is in an aggregate principal amount that is less than or equal to the sum of (a) the aggregate principal or accreted amount (in the case of any Debt issued with original issue discount, as such) then outstanding under the Debt being refunded, refinanced, renewed, replaced or extended, (b) the amount of accrued and unpaid interest, if any, and premiums owed, if any, not in excess of preexisting prepayment provisions on such Debt being refunded, refinanced, renewed, replaced or extended and (c) the aggregate amount of any discounts, commissions, premiums, fees and other costs and expenses related to the Incurrence of such Refinancing Debt; and

(v)such Refinancing Debt is Incurred by one or more of the same obligors (or their successors) that initially Incurred the Debt being refunded, refinanced, renewed, replaced or extended, except that the Company may Incur Refinancing Debt to refund, refinance, renew, replace or extend Debt of any Restricted Subsidiary of the Company; provided that the Restricted Subsidiary (or its successor) that initially Incurred such Debt remains an obligor under any such Refinancing Debt.

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“Registration Rights Agreement” means that certain Registration Rights Agreement, to be dated as of the Issue Date, among the Company, the Guarantors and Bane of America Securities LLC, as representative of the several initial purchasers.

“Responsible Officer” means, when used with respect to the Trustee, any officer assigned to the Corporate Trust Office of the Trustee, including any vice president, assistant vice president, assistant treasurer, or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and having direct responsibility for the administration of this Indenture, and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

“Restricted Notes Legend” means the legend identified as such in Exhibit A hereto. “Restricted Payment” means any of the following:

(a)any dividend or other distribution declared and paid on the Capital Interests in the Company or on the Capital Interests in any Restricted Subsidiary of the Company that are held by, or declared and paid to, any Person other than the Company or a Restricted Subsidiary of the Company (other than (i) dividends, distributions or payments made solely in Qualified Capital Interests in the Company and (ii) dividends or distributions payable to the Company or a Restricted Subsidiary of the Company or to other holders of Capital Interests of a Restricted Subsidiary on a pro rata basis); provided that this clause shall not include distributions made by the Company to its shareholders with respect to any year prior to fiscal year 2010 during which the Company was an “S Corporation” as defined in the Code, in an amount not to exceed the product of the Company’s pre-tax earnings (determined in accordance with the Code and including any income or loss of any disregarded entity or Qualified Subchapter S Subsidiary) during such year, multiplied by the effective combined local, state and federal income tax rate (after giving effect to the deductibility of local and state income taxes in the determination of federal income taxes) for individuals in the highest income bracket (taking into account any lower income tax rate applicable to capital gains), as determined by the Board of Directors (including any additional amounts determined to be payable as a result or any audit or review of tax returns for such year);

(b)any payment made by the Company or any of its Restricted Subsidiaries (other than a payment made solely in Qualified Capital Interests) to purchase, redeem, acquire or retire any Capital Interests in the Company (including the conversion into, or exchange for, Debt, of any Capital Interests) other than any such Capital Interests owned by the Company or any Restricted Subsidiary;

(c)any payment made by the Company or any of its Restricted Subsidiaries (other than a payment made solely in Qualified Capital Interests in the Company) to redeem, repurchase, defease (including an in substance or legal defeasance) or otherwise acquire or retire for value (including pursuant to

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mandatory repurchase covenants), prior to any scheduled maturity, scheduled sinking fund or mandatory redemption payment, Debt of the Company or any Guarantor that is subordinate (whether pursuant to its terms or by operation of law) in right of payment to the Notes or Note Guarantees (excluding any Debt owed to the Company or any Restricted Subsidiary); except payments of principal and interest in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case, within one year of the due date thereof;

(d)any Investment by the Company or a Restricted Subsidiary in any Person, other than a Permitted Investment; and

(e)any designation of a Restricted Subsidiary as an Unrestricted Subsidiary.

“Restricted Subsidiary” means any Subsidiary that has not been designated as an “Unrestricted Subsidiary” in accordance with this Indenture.

“Sale and Lease back Transaction” means any direct or indirect arrangement pursuant to which property is sold or transferred by the Company or a Restricted Subsidiary and is thereafter leased back by the Company or a Restricted Subsidiary.

“Securities Act” means the Securities Act of 1933, as amended.

“Significant Subsidiary” has the meaning set forth in Rule 1-02 of Regulation S-X under the Securities Act and Exchange Act, but shall not include any Unrestricted Subsidiary.

“Stated Maturity” when used with respect to (i) any Note or any installment of interest thereon, means the date specified in such Note as the fixed date on which the principal amount of such Note or such installment of interest is due and payable and (ii) any other Debt or any installment of interest thereon, the date specified in the instrument governing such Debt as the fixed date on which the principal of such Debt or such installment of interest is due and payable.

“Subsidiary” means, with respect to any Person, any corporation, limited or general partnership, trust, association or other business entity of which an aggregate of at least a majority of the outstanding Capital Interests therein is, at the time, directly or indirectly, owned by such Person and/or one or more Subsidiaries of such Person.

“Successor Entity” means a corporation or other entity that succeeds to and continues the business of New Enterprise Stone & Lime Co., Inc.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any

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combination of any of the foregoing (including, without limitation, any fuel price caps and fuel price collar or floor agreements and similar agreements or arrangements designed to protect against or manage fluctuations in fuel prices and any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Temporary Regulation S Notes Legend” means the legend identified as such in Exhibit A hereto.

“TIA” means the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb), as amended, as in effect on the date hereof.

“Transaction Date” has the meaning set forth in the definition of “Consolidated Fixed Charge Coverage Ratio.”

“Transfer Restricted Notes” means Notes that bear or are required to bear the Restricted Notes Legend.

“Treasury Rate” means, as of any Redemption Date, the yield to maturity as of such Redemption Date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H. 15 (519) that has become publicly available at least two business days prior to the Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to September 1, 2014; provided, however, that if the period from the Redemption Date to September 1, 2014, is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Trustee” has the meaning set forth in the preamble to this Indenture.

“Unrestricted Notes” means one or more Notes that do not and are not required to bear the Restricted Notes Legend, including the Exchange Notes and any Notes registered under the Securities Act pursuant to and in accordance with the Registration Rights Agreement.

“Unrestricted Subsidiary” means (a) as of the Issue Date, NESL II, Kettle Creek Partners GP, LLC and Kettle Creek Partners, L.P. and each of their respective Subsidiaries and (b) after the Issue Date:

(1)any Subsidiary designated as such by the Board of Directors of the Company as set forth in Section 4.17 where (a) neither the Company nor any of its Restricted Subsidiaries (i) provides credit support for, or Guarantee of, any Debt of such Subsidiary or any Subsidiary of such Subsidiary (including any undertaking, agreement or instrument evidencing such Debt) or (ii) is directly or indirectly liable

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for any Debt of such Subsidiary or any Subsidiary of such Subsidiary, and (b) no default with respect to any Debt of such Subsidiary or any Subsidiary of such Subsidiary (including any right which the holders thereof may have to take enforcement action against such Subsidiary) would permit (upon notice, lapse of time or both) any holder of any other Debt of the Company and its Restricted Subsidiaries to declare a default on such other Debt or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity; and

(2)any Subsidiary of an Unrestricted Subsidiary;

in each case until such time as such Subsidiary may be designated as a Restricted Subsidiary in accordance with Section 4.17.

“Voting Interests” means, with respect to any Person, securities of any class or classes of Capital Interests in such Person entitling the holders thereof generally to vote on the election of members of the Board of Directors or comparable body of such Person.

SECTION 1.2 Other Definitions.

Term	Defined in Section
“Affiliate Transaction”	4.11
“Agent Members”	2.6
“Bank”	7.13
“Change of Control Offer”	4.13
“Change of Control Payment”	4.13
“Company Order”	2.2
“Covenant Defeasance”	8.3
“Custodian”	6.1
“Discharge”	8.8
“Event of Default”	6.1
“Excess Proceeds”	4.10
“Expiration Date”	3.9
“Legal Defeasance”	8.2
“Offer Amount”	3.9
“Pari Passu Debt”	4.10
“Purchase Amount”	3.9
“Purchase Date”	3.9
“QIB”	2.1
“QIB Global Note”	2.1
“Redemption Date”	3.7
“Registrar”	2.3
“Regulations”	2.1
“Regulation S Global Note”	2.1
“Restricted Period”	2.16(b)
“Rulel44A”	2.1
“Surviving Entity”	5.1

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SECTION 1.3 Incorporation by Reference of Trust Indenture Act.

Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in, and made a part of, this Indenture.

The following TIA terms used in this Indenture have the following meanings:

“indenture securities” means the Notes and any Note Guarantee;

“indenture security holder’” means a Holder;

“indenture to be qualified’ means this Indenture;

“indenture trustee” or “institutional trustee” means the Trustee;

“obligor” on the Notes means the Company and any successor obligor upon the Notes or any Guarantor.

All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by the Commission rule under the TIA have the meanings so assigned to them therein.

SECTION 1.4 Rules of Construction.  Unless the context otherwise requires:

(1)a term has the meaning assigned to it herein;

(2)an accounting term not otherwise defined herein has the meaning assigned to it in accordance with GAAP;

(3)“or” is not exclusive;

(4)words in the singular include the plural, and in the plural include the singular;

(5)unless otherwise specified, any reference to Section or Article refers to such Section or Article of this Indenture;

(6)provisions apply to successive events and transactions;

(7)references to sections of or rules under the Securities Act or the Exchange Act shall be deemed to include substitute, replacement or successor sections or rules adopted by the Commission from time to time; and

(8)for the avoidance of doubt, any references to “interest” shall include any Additional Interest that may be payable.

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ARTICLE II

THE NOTES

SECTION 2.1 Form and Dating.

The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A attached hereto.  The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage.  Each Note shall be dated the date of its authentication.  The Notes initially shall be issued only in denominations of $2,000 and integral multiples of $1,000.

The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.  However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

(a)The Notes shall be issued initially in the form of one or more Global Notes substantially in the form attached as Exhibit A hereto, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee as custodian for the Depositary, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided.

Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and transfers of interests.  Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.6 hereof.

(b)The Initial Notes are being issued by the Company only (i) to “qualified institutional buyers” (as defined in Rule 144A under the Securities Act (“Rule 144A”)) (“QIBs”) and (ii) in reliance on Regulation S under the Securities Act (“Regulation S”).  After such initial offers and issuance, Initial Notes that are Transfer Restricted Notes may be transferred to QIBs, in reliance on Rule 144A outside the United States pursuant to Regulation S or to the Company, in accordance with certain transfer restrictions.  Initial Notes that are offered in reliance on Rule 144A shall be issued in the form of one or more permanent Global Notes substantially in the form set forth in Exhibit A (the “QIB Global Note”) deposited with the Trustee, as Notes Custodian, duly executed by the Company and authenticated by the Trustee as hereinafter provided.  Initial Notes that are offered in offshore transactions in reliance on Regulation S shall be issued in the form of one or more Global Notes substantially in the form set forth in Exhibit A (the “Regulation S Global Note”) deposited with the Trustee, as Notes Custodian, duly executed by the Company and authenticated by the Trustee as hereinafter provided.  The QIB Global Note and the Regulation S Global Note shall each be issued with separate CUSIP numbers.  The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as Notes Custodian.  Transfers of Notes between QIBs and to or by purchasers

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pursuant to Regulation shall be represented by appropriate increases and decreases to the respective amounts of the appropriate Global Notes, as more fully provided in Section 2.16.

(c)Section 2.1 (b) shall apply only to Global Notes deposited with or on behalf of the Depositary.

The Trustee shall have no responsibility or obligation to any beneficial holder that is a member of (or a participant in) DTC or any other Person with respect to the accuracy of the records of DTC (or its nominee) or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery of any notice (including any notice of redemption) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to the Notes.  The Trustee may rely (and shall be fully protected in relying) upon information furnished by DTC with respect to its members, participants and any Beneficial Owners in the Notes.

Notes issued in certificated form shall be substantially in the form of Exhibit A attached hereto.

SECTION 2.2 Execution and Authentication.

An Officer shall sign the Notes for the Company by manual or facsimile signature.

If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid.

A Note shall not be valid until authenticated by the manual signature of a Responsible Officer of the Trustee.  The signature shall be conclusive evidence that the Note has been authenticated under this Indenture.

The Trustee shall, upon a written order of the Company signed by one Officer directing the Trustee to authenticate the Notes and certifying that all conditions precedent to the issuance of the Notes contained herein have been complied with (a “Company Order”), authenticate Notes for original issue up to the aggregate principal amount stated in paragraph 4 of the Notes.  The aggregate principal amount of Notes outstanding at any time may not exceed such amount except as provided in Section 2.8 hereof.

The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Notes.  Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so.  Each reference in this Indenture to authentication by the Trustee includes authentication by such agent.  An authenticating agent has the same rights as an Agent to deal with Holders or the Company or an Affiliate of the Company.

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SECTION 2.3 Registrar; Paving Agent.

The Company shall maintain (i) an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and (ii) an office or agency where Notes may be presented for payment to a Paying Agent.  The Registrar shall keep a register of the Notes and of their transfer and exchange.  The Company may appoint one or more co-registrars and one or more additional paying agents.  The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent.  The Company may change any Paying Agent or Registrar without notice to any Holder.

The Company shall notify the Trustee and the Trustee shall notify the Holders of the name and address of any Agent not a party to this Indenture.  The Company or any Guarantor may act as Paying Agent or Registrar.  The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which shall incorporate the provisions of the TIA.  The agreement shall implement the provisions of this Indenture that relate to such Agent.  The Company shall notify the Trustee in writing of the name and address of any such Agent.  If the Company fails to maintain a Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as such, and shall be entitled to appropriate compensation in accordance with Section 7.7 hereof.

The Company initially appoints the Trustee to act as the Registrar and Paying Agent.

The Company initially appoints DTC to act as the Depositary with respect to the Global Notes.

SECTION 2.4 Paying Agent to Hold Money in Trust.

The Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and shall notify the Trustee of any Default by the Company in making any such payment.  While any such Default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee.  The Company at any time may require a Paying Agent to pay all money held by it to the Trustee.  Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary) shall have no further liability for the money.  If the Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent.  Upon the occurrence of events specified in Section 6.1(9) hereof, the Trustee shall serve as Paying Agent for the Notes.

SECTION 2.5 Holder Lists.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with TIA § 312(a).  If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least seven (7) Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders, including the aggregate

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principal amount of the Notes held by each Holder thereof, and the Company shall otherwise comply with TIA § 312(a).

SECTION 2.6 Book-Entry Provisions for Global Securities.

(a)Each Global Note shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear legends as required by Section 2.6(g).

Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Note, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever.  Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

(b)Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees.  Interests of Beneficial Owners in a Global Note may be transferred in accordance with Section 2.16 and the rules and procedures of the Depositary.  In addition, Certificated Notes shall be transferred to all Beneficial Owners in exchange for their beneficial interests in the circumstances described in Section 2.6(f) below.

(c)In connection with the transfer of the entire Global Note to Beneficial Owners pursuant to clause (b) of this Section, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall upon receipt of a Company Order authenticate and deliver, to each Beneficial Owner identified by the Depositary in exchange for its beneficial interest in such Global Note an equal aggregate principal amount of Certificated Notes of authorized denominations.

(d)The registered holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interest through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.

(e)A Certificated Note may not be transferred or exchanged for a beneficial interest in a Global Note.

(f)If at any time:

(i)the Depositary for the Notes notifies the Company that the Depositary is unwilling or unable to continue as Depositary for the Global Notes and a successor Depositary for the Global Notes is not appointed by the Company within ninety (90) days after delivery of such notice; or

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(ii)there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and the Depositary has requested the issuance of Certificated Notes,

then the Company shall execute, and the Trustee shall, upon receipt of an authentication order in accordance with Section 2.2 hereof, authenticate and deliver, Certificated Notes in an aggregate principal amount equal to the principal amount of the Global Notes in exchange for such Global Notes.

(g)All Global Notes and Certificated Notes shall bear legends in accordance with the following provisions unless specifically stated otherwise in the applicable provisions of this Indenture:

(i)Unless and until (x) a Note is exchanged for an Exchange Note or sold in connection with an effective registration statement under the Securities Act and pursuant to the Registration Rights Agreement or (y) the Company determines that the following legend and the related restrictions on transfer are not required in order to maintain compliance with the provisions of the Securities Act and there is delivered to the Trustee an Opinion of Counsel and a letter of representation of the Company to that effect, each Global Note and each Certificated Note (and all Notes issued in exchange or substitution therefore) shall bear the Restricted Notes Legend on the face thereof.

(ii)Each Global Note shall bear the Global Notes Legend.

(iii)Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more temporary Global Notes bearing the Temporary Regulation S Notes Legend.

(h)At such time as all beneficial interests in Global Notes have been exchanged for Certificated Notes, redeemed, repurchased or cancelled, all Global Notes shall be returned to or retained and cancelled by the Trustee in accordance with Section 2.11 hereof.  At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Certificated Notes, redeemed, repurchased or cancelled, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note, by the Trustee or the Note Custodian, at the direction of the Trustee, to reflect such reduction.

(i)General Provisions Relating to Transfers and Exchanges.

(i)To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and Certificated Notes at the Registrar’s request.

(ii)No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to

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cover any stamp or transfer tax or similar governmental charge payable in connection therewith (other than any such stamp or transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.2, 2.10, 3.6, 4.10, 4.13 and 9.5 hereof).

(iii)All Global Notes and Certificated Notes issued upon any registration of transfer or exchange of Global Notes or Certificated Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Certificated Notes surrendered upon such registration of transfer or exchange.

(iv)The Registrar shall not be required (A) to issue, to register the transfer of or to exchange Notes during a period beginning at the opening of fifteen (15) days before the day of any selection of Notes for redemption under Section 3.2 hereof and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part, or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.

(v)Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and neither the Trustee, any Agent nor the Company shall be affected by notice to the contrary.

(vi)The Trustee shall authenticate Global Notes and Certificated Notes in accordance with the provisions of Section 2.2 hereof.  Except as provided in Section 2.6(f), neither the Trustee nor the Registrar shall authenticate or deliver any Certificated Note in exchange for a Global Note.

(vii)Each Holder agrees to provide indemnity satisfactory to the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable United States federal or state securities law.

(viii)The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Agent Members or Beneficial Owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

SECTION 2.7 Replacement Notes.

If any mutilated Note is surrendered to the Trustee, or the Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, the Company shall issue and the Trustee, upon receipt of a Company Order, shall authenticate a

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replacement Note if the Trustee’s requirements are met.  If required by the Trustee or the Company, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of (i) the Trustee to protection the Trustee and (ii) the Company to protect the Company, the Trustee, any Agent and any authenticating agent, from any loss that any of them may suffer if a Note is replaced.  The Company and the Trustee may charge for their expenses in replacing a Note.

Every replacement Note is an additional obligation of the Company and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

SECTION 2.8 Outstanding Notes.

The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.8 as not outstanding.  Except as set forth in Section 2.9 hereof, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note.

If a Note is replaced pursuant to Section 2.7 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser.

If the principal amount of any Note is considered paid under Section 4.1 hereof, it ceases to be outstanding and interest on it ceases to accrue.

If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

SECTION 2.9 Treasury Notes.

In determining whether the Holders of the required aggregate principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company or by any Affiliate of the Company shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes shown on the register as being owned shall be so disregarded.  Notwithstanding the foregoing, Notes that are to be acquired by the Company or an Affiliate of the Company pursuant to an exchange offer, tender offer or other agreement shall not be deemed to be owned by such entity until legal title to such Notes passes to such entity.

SECTION 2.10Temporary Notes.

Until Certificated Notes are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Notes upon receipt of a Company Order.  Temporary Notes shall be substantially in the form of Certificated Notes but may have variations that the Company

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considers appropriate for temporary Notes.  Without unreasonable delay, the Company shall prepare and the Trustee shall upon receipt of a Company Order authenticate Certificated Notes in exchange for temporary Notes.

Holders of temporary Notes shall be entitled to all of the benefits of this Indenture.

SECTION 2.11Cancellation.

The Company at any time may deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder or which the Company may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly cancelled by the Trustee.  All Notes surrendered for registration of transfer, exchange or payment, if surrendered to any Person other than the Trustee, shall be delivered to the Trustee.  The Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation.  The Company may not issue new Notes to replace Notes that it has redeemed or paid or that have been delivered to the Trustee for cancellation.  All cancelled Notes held by the Trustee shall be cancelled and disposed of in accordance with its customary practice, and certification of their cancellation shall be delivered to the Company upon written request.

SECTION 2.12Defaulted Interest.

If the Company defaults in a payment of interest on the Notes, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, which date shall be at the earliest practicable date but in all events at least five (5) Business Days prior to the payment date, in each case at the rate provided in the Notes and in Section 4.1 hereof.  The Company shall fix or cause to be fixed each such special record date and payment date and shall promptly thereafter notify the Trustee in writing of any such date.  At least fifteen (15) days before the special record date, the Company (or the Trustee, in the name and at the expense of the Company) shall mail or cause to be mailed to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid.

SECTION 2.13Record Date.

The record date for purposes of determining the identity of Holders entitled to vote or consent to any action by vote or consent authorized or permitted under this Indenture shall be determined as provided for in TIA § 316 (c).

SECTION 2.14Computation of Interest.

Interest on the Notes shall be computed on the basis of a 360-day year comprised of twelve 30-day months.

SECTION 2.15CUSIP Number.

The Company in issuing the Notes may use a “CUSIP” number, and if it does so, the Trustee shall use the CUSIP number in notices of redemption or exchange as a convenience

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to Holders; provided that any such notice may state that no representation is made as to the correctness or accuracy of the CUSIP number printed in the notice or on the Notes and that reliance may be placed only on the other identification numbers printed on the Notes.  The Company shall promptly notify the Trustee in writing of any change in the CUSIP number.

SECTION 2.16Special Transfer Provisions.

Unless and until a Transfer Restricted Note is transferred or exchanged pursuant to an exemption under the Securities Act or under an effective registration statement under the Securities Act, the following provisions shall apply:

(a)Transfers to QIBs.  The following provisions shall apply with respect to the registration of any proposed transfer of a Transfer Restricted Note (other than pursuant to Regulation S):

(i)The Registrar shall register the transfer of a Transfer Restricted Note by a Holder to a QIB if such transfer is being made by a proposed transferor who has provided the Registrar with (a) an appropriately completed certificate of transfer in the form attached to the Note and (b) a letter substantially in the form set forth in Exhibit C hereto.

(ii)If the proposed transferee is an Agent Member and the Transfer Restricted Note to be transferred consists of an interest in the Regulation S Global Note, upon receipt by the Registrar of (x) the items required by paragraph (i) above and (y) instructions given in accordance with the Depository’s and the Registrar’s procedures therefor, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the QIB Global Note in an amount equal to the principal amount of the beneficial interest in the Regulation S Global Note to be so transferred, and the Registrar shall reflect on its books and records the date and an appropriate decrease in the principal amount of such Regulation S Global Note.

(b)Transfers Pursuant to Regulation S. On or after the termination of the Restricted Period (as defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), interests in a Global Note bearing the Temporary Regulation S Notes Legend shall be exchangeable for corresponding interests in a Global Note.  Prior to the expiration of the Restricted Period, transfers of beneficial interests in a Global Note bearing the Temporary Regulation S Notes Legend may not be made to a U.S.  Person or for the account or benefit of a U.S.  Person (other than an Initial Purchaser).  Transfers of beneficial interests in a Global Note bearing the Temporary Regulation S Notes Legend only may be transferred upon (A) delivery by a beneficial owner of an interest therein to the Depositary or its nominee (as the case may be) of a written certification in the form of Exhibit D. and (B) delivery by the transferee of such interest to the Depositary or its nominee (as the case may be) of a written certification in the form of Exhibit D. After the expiration of the Restricted

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Period, the Registrar shall register the transfer of any Regulation S Global Note without requiring any additional certification.  The following provisions shall apply with respect to registration of any proposed transfer of a Transfer Restricted Note pursuant to Regulation S:

(i)The Registrar shall register any proposed transfer of a Transfer Restricted Note pursuant to Regulation S by a Holder upon receipt of (a) an appropriately completed certificate of transfer in the form attached to the Note and (b) a letter substantially in the form set forth in Exhibit D hereto from the proposed transferor.

(ii)If the proposed transferee is an Agent Member holding a beneficial interest in a QIB Global Note and the Transfer Restricted Note to be transferred consists of an interest in a QIB Global Note, upon receipt by the Registrar of (x) the letter, if any, required by paragraph (i) above and (y) instructions in accordance with the Depositary’s and the Registrar’s procedures therefor, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Regulation S Global Note in an amount equal to the principal amount of the beneficial interest in the QIB Global Note to be transferred, and the Registrar shall reflect on its books and records the date and an appropriate decrease in the principal amount of the QIB Global Note.

(c)Restricted Notes Legend.  Upon the transfer, exchange or replacement of Unrestricted Notes, the Registrar shall deliver Unrestricted Notes that do not bear the Restricted Notes Legend.  Upon the transfer, exchange or replacement of Notes not bearing the Restricted Notes Legend, the Registrar shall deliver Notes that do not bear the Restricted Notes Legend.  Upon the transfer, exchange or replacement of Notes bearing the Restricted Notes Legend, the Registrar shall deliver only Notes that bear the Restricted Notes Legend unless there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act.

(d)Exchange Offer.  Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company shall issue and, upon receipt of a Company Order in accordance with Section 2.2, the Trustee shall authenticate, one or more Global Notes not bearing the Restricted Notes Legend in an aggregate principal amount equal to the principal amount of the beneficial interests in the Transfer Restricted Global Notes tendered for acceptance in accordance with the Exchange Offer and accepted for exchange in the Exchange Offer.  Concurrently with the issuance of such Global Notes, the Registrar shall cause the aggregate principal amount of the applicable Transfer Restricted Global Notes to be reduced accordingly, and the Registrar shall deliver to the Persons designated by the Holders of Transfer Restricted Global Notes so

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accepted Global Notes not bearing the Restricted Notes Legend in the appropriate principal amount.

(e)General.  By its acceptance of any Note bearing the Restricted Notes Legend, each Holder of such a Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Restricted Notes Legend and agrees that it shall transfer such Note only as provided in this Indenture until such time as the Restricted Notes Legend is no longer required pursuant to Section 2.6(c) and such Holder exchanges such a Transfer Restricted Note for an Unrestricted Note.  The Registrar shall not register a transfer of any Note unless such transfer complies with the restrictions on transfer of such Note set forth in this Indenture.  In connection with any transfer of Notes, each Holder agrees by its acceptance of the Notes to furnish the Registrar or the Issuer such certifications, legal opinions or other information as either of them may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act until such time as the Restricted Notes Legend is no longer required pursuant to Section 2.6(c) and such Holder exchanges such a Transfer Restricted Note for an Unrestricted Note; provided that the Registrar shall not be required to determine (but may rely on a determination made by the Issuer with respect to) the sufficiency of any such certifications, legal opinions or other information

The Registrar shall retain copies of all letters, notices and other written communications received pursuant to this Section 2.16.

SECTION 2.17Issuance of Additional Notes.

The Company shall be entitled to issue Additional Notes under this Indenture that shall have identical terms as the Initial Notes, other than with respect to the date of issuance, issue price and amount of interest payable on the first interest payment date applicable thereto (and, if such Additional Notes shall be issued in the form of Transfer Restricted Notes, other than with respect to transfer restrictions); provided that such issuance is not prohibited by the terms of this Indenture, including Section 4.9 and Section 4.12.  The Initial Notes and any Additional Notes and all Exchange Notes shall be treated as a single class for all purposes under this Indenture.

With respect to any Additional Notes, the Company shall set forth in a resolution of its Board of Directors and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information:

(1)the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;

(2)the issue price, the Issue Date, the CUSIP number of such Additional Notes, the first interest payment date and the amount of interest payable on such first interest payment date applicable thereto and the date from which interest shall accrue; and

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(3)whether such Additional Notes shall be Transfer Restricted Notes.

ARTICLE III

REDEMPTION AND PREPAYMENT

SECTION 3.1Notices to Trustee.

If the Company elects to redeem Notes pursuant to the optional redemption provisions of Section 3.7 hereof, it shall furnish to the Trustee, at least forty-five (45) days before a redemption date, an Officers’ Certificate setting forth (i) the section of this Indenture pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of Notes to be redeemed and (iv) the redemption price.

If the Company is required to make an offer to purchase Notes pursuant to Section 4.10 or 4.13 hereof, it shall furnish to the Trustee, at least forty-five (45) days (or such shorter period as is acceptable to the Trustee) before the scheduled purchase date, an Officers’ Certificate setting forth (i) the section of this Indenture pursuant to which the offer to purchase shall occur, (ii) the terms of the offer, (iii) the principal amount of Notes to be purchased, (iv) the purchase price and (v) the purchase date and further setting forth a statement to the effect that (a) the Company or one of its Subsidiaries has effected an Asset Sale and there are Excess Proceeds aggregating more than $15.0 million or (b) a Change of Control has occurred, as applicable.

The Company will also provide the Trustee with any additional information that the Trustee reasonably requests in connection with any redemption or offer.

SECTION 3.2Selection of Notes to Be Redeemed.

If less than all of the Notes are to be redeemed at any time, the Trustee shall select the Notes to be redeemed among the Holders in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed (provided the Trustee has been notified in writing by the Company of such listing)or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate (and in a manner that complies with applicable legal requirements); provided that no Notes of $2,000 or less shall be redeemed in part.  Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address.  If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed.  A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder thereof upon cancellation of the original Note.  On and after the redemption date, interest ceases to accrue on Notes or portions of them called for redemption so long as the Company timely delivers funds to the Trustee for such redemption.  The Trustee shall make the selection from the Notes outstanding and not previously called for redemption and shall promptly notify the Company in writing of the Notes selected for redemption.  The Trustee may select for redemption portions (equal to $1,000 or any integral multiple thereof) of the principal of the Notes that have denominations larger than $2,000.

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SECTION 3.3Notice of Redemption.

Subject to the provisions of Section 3.9, at least 30 days but not more than 60 days before a redemption date, the Company shall mail or cause to be mailed by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed.

The notice shall identify the Notes to be redeemed and shall state:

(1)the redemption date;

(2)the redemption price;

(3)if any Note is being redeemed in part, the portion of the principal amount of such Notes to be redeemed and that, after the redemption date, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion shall be issued upon cancellation of the original Note;

(4)the name, telephone number and address of the Paying Agent;

(5)that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(6)that, unless the Company default in making such redemption payment, interest, if any, on Notes called for redemption ceases to accrue on and after the redemption date so long as the Company timely delivers funds to the Trustee for such redemption;

(7)the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and

(8)that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes.

At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at the Company’s expense; provided, however, that the Company shall have delivered to the Trustee, at least 45 days prior to the redemption date (or such shorter period as is acceptable to the Trustee), an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in the notice as provided in the preceding paragraph.  The notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Holder receives such notice.  In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Note shall not affect the validity of the proceeding for the redemption of any other Note.

SECTION 3.4Effect of Notice of Redemption.

Once notice of redemption is mailed in accordance with Section 3.3 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price plus accrued and unpaid interest, if any, to such date.  A notice of redemption may not be conditional.

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SECTION 3.5Deposit of Redemption of Purchase Price.

On or before 10:00 a.m. (New York City time) on each redemption date or the date on which Notes must be accepted for purchase pursuant to Section 4.10 or 4.13, the Company shall deposit with the Trustee or with the Paying Agent (other than the Company or an Affiliate of the Company) money sufficient to pay the redemption or purchase price of and accrued and unpaid interest, if any, on all Notes to be redeemed or purchased on that date.  The Trustee or the Paying Agent shall promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption or purchase price of (including any applicable premium), and accrued interest, if any, on, all Notes to be redeemed or purchased.

If Notes called for redemption or tendered in an Asset Sale Offer or Change of Control Offer are paid or if the Company has deposited with the Trustee or Paying Agent money sufficient to pay the redemption or purchase price of, and unpaid and accrued interest, if any, on, all Notes to be redeemed or purchased, on and after the redemption or purchase date, interest, if any, shall cease to accrue on the Notes or the portions of Notes called for redemption or tendered and not withdrawn in an Asset Sale Offer or Change of Control Offer (regardless of whether certificates for such securities are actually surrendered).  If a Note is redeemed or purchased on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest, if any, shall be paid to the Person in whose name such Note was registered at the close of business on such record date.  If any Note called for redemption shall not be so paid upon surrender for redemption because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case, at the rate provided in the Notes and in Section 4.1 hereof.

SECTION 3.6Notes Redeemed in Part.

Upon surrender of a Note that is redeemed in part, the Company shall issue and, upon receipt of a Company Order, the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed portion of the Note surrendered.

SECTION 3.7Optional Redemption.

(a)The Notes are subject to redemption, at the option of the Company, in whole or in part, at any time on or after September 1, 2014, upon not less than 30 nor more than 60 days’ notice (except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of Notes or a satisfaction and discharge of this Indenture) at the following Redemption Prices (expressed as percentages of the principal amount to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the right of Holders of record on the relevant regular record date to receive interest due on an interest payment date that is on or prior to the redemption date), if redeemed during the 12-month period beginning September 1 of the years indicated:

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Year	Redemption Price
2014	105.500	%
2015	102.750	%
2016 and thereafter	100.000	%

(b)In addition to the optional redemption of the Notes in accordance with the provisions of the preceding paragraph, prior to September 1, 2013, the Company may, with the net proceeds of one or more Qualified Equity Offerings, redeem up to 35% of the aggregate principal amount of the outstanding Notes (which include Additional Notes, if any) at a redemption price equal to 111.000% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the date of redemption; provided that at least 65% of the principal amount of Notes originally issued under this Indenture (which include Additional Notes, if any) remains outstanding immediately after the occurrence of any such redemption (excluding Notes held by the Company or its Subsidiaries) and that any such redemption occurs within 120 days following the closing of any such Qualified Equity Offering.

(c)At any time prior to September 1, 2014, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest thereon, if any, to, but not including, the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date.

SECTION 3.8Mandatory Redemption.

Except as set forth under Sections 3.9, 4.10 and 4.13 hereof, the Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.  The Company may at any time, and from time to time, purchase Notes in the open market or otherwise, subject to compliance with applicable securities laws.

SECTION 3.9Offer to Purchase.

In the event that the Company shall be required to commence an Offer to Purchase pursuant to an Asset Sale Offer or a Change of Control Offer, the Company shall follow the procedures specified below.

Unless otherwise required by applicable law, an Offer to Purchase shall specify an expiration date (the “Expiration Date”) of the Offer to Purchase, which shall be, subject to any contrary requirements of applicable law, not less than 30 days or more than 60 days after the date of mailing of such Offer, and a settlement date (the “Purchase Date”) for purchase of Notes within five business days after the Expiration Date.  On the Purchase Date, the Company shall purchase the aggregate principal amount of Notes and Pari Passu Debt, if applicable, required to be purchased pursuant to Section 4.10 hereof or Section 4.13 hereof (the “Offer Amount”), or if less than the Offer Amount has been tendered, all Notes and Pari Passu Debt tendered in

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response to the Offer to Purchase.  Payment for any Notes so purchased shall be made in the same manner as interest payments are made.  If the Purchase Date is on or after the interest record date and on or before the related interest payment date, any accrued and unpaid interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest, if any, shall be payable to the Holders who tender Notes pursuant to the Offer to Purchase.  The Company shall notify the Trustee in writing at least 15 days (or such shorter period as is acceptable to the Trustee) prior to the mailing of the Offer of the Company’s obligation to make an Offer to Purchase, and the Offer shall be mailed by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company.  The Offer shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Purchase.

On or before 10:00 a.m. (New York City time) on each Purchase Date, the Company shall irrevocably deposit with the Trustee or Paying Agent (other than the Company or an Affiliate of the Company) in immediately available funds the aggregate purchase price equal to the Offer Amount, together with accrued and unpaid interest, if any, thereon, to be held for payment in accordance with the terms of this Section 3.9.  On the Purchase Date, the Company shall, to the extent lawful, (i) accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes and Pari Passu Debt or portions thereof tendered pursuant to the Offer to Purchase, or if less than the Offer Amount has been tendered, all Notes and Pari Passu Debt tendered and (ii) deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.9.  The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than three (3) Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, plus any accrued and unpaid interest, if any, thereon, and the Company shall promptly issue a new Note, and the Trustee, upon receipt of a Company Order, shall authenticate and mail or deliver at the expense of the Company such new Note to such Holder, equal in principal amount to any unpurchased portion of such Holder’s Notes surrendered.  Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof.  The Company shall publicly announce in a newspaper of general circulation or in a press release provided to a nationally recognized financial wire service the results of the Offer to Purchase on the Purchase Date.

Other than as specifically provided in this Section 3.9, any purchase pursuant to this Section 3.9 shall be made pursuant to the provisions of Sections 3.1 through 3.6 hereof.  The Company may at any time, and from time to time, purchase Notes in the open market or otherwise, subject to compliance with applicable securities laws.

ARTICLE IV

COVENANTS

SECTION 4.1Payment of Notes.

(a)The Company shall pay or cause to be paid the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes.

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Principal, premium, if any, and interest shall be considered paid for all purposes hereunder on the date the Paying Agent, if other than the Company or a Subsidiary thereof, holds, as of 10:00 a.m. (New York City time), money deposited by the Company in immediately available funds and designated for and sufficient to pay all such principal, premium, if any, and interest then due.

(b)The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to \%per annum in excess of the then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period) at the same rate to the extent lawful.

SECTION 4.2Maintenance of Office or Agency.

The Company shall maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee or Registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served.  The Company shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency.  If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations.  The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The Company hereby designate the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.3 hereof.

SECTION 4.3Provision of Financial Information.

Whether or not required by the Commission, so long as any Notes are outstanding, the Company will furnish without cost to the Trustee and the Holders of Notes, within 15 days after the time periods specified in the Commission’s rules and regulations:

(1)all quarterly and annual reports, including financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s certified independent accountants; and

(2)all current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports.

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All such reports will be prepared in all material respects in accordance with the informational requirements applicable to such reports.  In addition, whether or not required by the Commission, for so long as any Notes are outstanding, the Company will file a copy of all of the information and reports referred to in clauses (1) and (2) above with the Commission for public availability within the time periods specified in the Commission’s rules and regulations (unless the Commission will not accept such a filing) and will post the reports on its website within those time periods; provided, however, that notwithstanding the foregoing, until such time as the registration statement relating to the exchange offer and/or shelf registration statement as required by the registration rights agreement has been filed with the Commission, the Company shall not be required to (i) file any of the information and reports referred to in clauses (1) and (2) above with the Commission, (ii) make available any information regarding director and management compensation or the occurrence of any of the events set forth in Items 1.01, 1.02, 2.02, 2.05, 2.06, 3, 5.01, 5.02(e)-(f), 5.03-5.07, 6, 7, 8 or 9 of Form 8-K, (iii) comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any “non-GAAP” financial information contained therein or Rule 3-10 or Rule 3-16 of Regulation S-X, (iv) provide any information that is not otherwise similar to information currently included in the Offering Memorandum or (v) post such information on its website except as set forth in the next paragraph below.  In addition, notwithstanding the foregoing, the Company will not be required to (i) comply with Sections 302, 906 and 404 of the Sarbanes-Oxley Act of 2002 or otherwise furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the exchange offer registration or shelf registration statement.  If, at any time the Company becomes subject to the periodic reporting requirements of the Exchange Act and thereafter ceases to be so subject for any reason, the Company will nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.3 with the Commission within the time periods specified above for so long as any Notes are outstanding and not held by the Company or an Affiliate, unless the Commission will not accept such a filing.  The Company will not take any action for the purpose of causing the Commission not to accept any such filings.  If the Commission will not accept the Company’s filings for any reason, the Company will post the reports referred to in the preceding paragraphs on a restricted portion of its website not accessible to the public generally within the time periods that would apply if the Company were required to file those reports with the Commission.

Until such time as the registration statement relating to the exchange offer and/or shelf registration statement as required by the registration rights agreement has been filed with the Commission, to the extent that the Company does not file such information with the Commission, the Company will deliver such information and such reports to the Trustee and post such information and such reports to Intralinks or a comparable password protected online data system, such that such information and such reports are available electronically to (a) any Holder, (b) any beneficial owner of the Notes who certifies that it is a beneficial owner of the Notes, (c) any prospective investor who certifies that it is a Qualified Institutional Buyer (as defined in the Securities Act) or (d) any securities analyst who certifies that it is a securities analyst and who requests a password from the Company and agrees to treat such information as confidential; provided that with respect to the Company’s fiscal quarter ending August 31, 2010, such information and reports shall not be required to be delivered prior to 60 days after the end of such fiscal quarter.

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In addition, until such time as the registration statement relating to the exchange offer and/or shelf registration statement as required by the registration rights agreement has been filed with the Commission and so long as any Notes are outstanding, the Company will also:

(1)within 15 business days after filing with the Trustee the annual and quarterly information required pursuant to clauses (1) and (2) of the first paragraph of this section, hold a conference call to discuss such reports and the results of operations for the relevant reporting period; and

(2)issue a press release to an internationally recognized wire service no fewer than three Business Days prior to the date of the conference call required to be held in accordance with clause (1) above, announcing the time and date of such conference call and either including all information necessary to access the call or directing Holders of the Notes, prospective investors that certify that they are qualified institutional buyers, securities analysts and market makers to contact the appropriate person at the Company to obtain such information.

Notwithstanding the foregoing, the Company will be deemed to have furnished such reports referred to above to the Trustee and the Holders of Notes if it has filed (or, in the case of a Form 8-K, furnished) such reports with the Commission via the EDGAR filing system and such reports are publicly available.  The Company will also not be required to post any such information, certificates or reports described above on its website prior to the effectiveness of the exchange offer or shelf registration statement.  Furthermore, the requirements of this Section 4.3 shall be deemed satisfied prior to the commencement of the exchange offers contemplated by the registration rights agreement relating to the Notes or the effectiveness of the shelf registration statement by (1) the filing with the Commission of the exchange offer registration statement and/or shelf-registration statement in accordance with the provisions of the registration rights agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in the first paragraph of this Section 4.3 and/or (2) if not otherwise permitted to file with the Commission prior to such time, the posting of reports that would be required to be filed with the Commission and provided to the Trustee under this Indenture and the Holders on the Company’s website.

Delivery of reports, information and documents to the Trustee under this Section 4.3 is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate).

SECTION 4.4Compliance Certificate.

The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether each has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of his or her knowledge, each entity has kept, observed, performed

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and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that, to the best of his or her knowledge, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest on the Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

The Company shall, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.

SECTION 4.5Taxes.

The Company shall pay, and shall cause each of its Subsidiaries to pay, prior to delinquency all material taxes, assessments and governmental levies, except such as are contested in good faith and by appropriate proceedings and with respect to which appropriate reserves have been taken in accordance with GAAP or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes.

SECTION 4.6Stay, Extension and Usury Laws.

The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Company and each of the Guarantors (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.

SECTION 4.7Limitation on Restricted Payments.

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, make any Restricted Payment unless, at the time of and after giving effect to the proposed Restricted Payment:

(a)no Default or Event of Default shall have occurred and be continuing or will occur as a consequence thereof;

(b)after giving effect to such Restricted Payment on a pro forma basis, the Company would be permitted to Incur at least $1.00 of additional Debt (other than Permitted Debt) pursuant to the provisions described in the first paragraph under Section 4.9; and

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(c)after giving effect to such Restricted Payment on a pro forma basis, the aggregate amount expended or declared for all Restricted Payments made on or after the Issue Date (excluding Restricted Payments permitted by clauses (ii), (iii), (vi), (vii), (viii), (ix) and (x) of the next succeeding paragraph) shall not exceed the sum (without duplication) of:

(1)50% of the Consolidated Net Income (or, if Consolidated Net Income shall be a deficit, minus 100% of such deficit) of the Company accrued on a cumulative basis during the period (taken as one accounting period) beginning on the first day of the fiscal quarter that includes the Issue Date and ending on the last day of the most recent fiscal quarter immediately preceding the date of such proposed Restricted Payment for which internally prepared financial statements are available, plus

(2)100% of the aggregate net proceeds (including the Fair Market Value of property other than cash) received by the Company subsequent to the initial issuance of the Notes either (i) as a contribution to its common equity capital or (ii) from the issuance and sale (other than to a Restricted Subsidiary) of its Qualified Capital Interests, including Qualified Capital Interests issued upon the conversion of Debt or Redeemable Capital Interests of the Company, and from the exercise of options, warrants or other rights to purchase such Qualified Capital Interests (other than Capital Interests or Debt sold to a Subsidiary of the Company), plus

(3)an amount equal to the sum of (A) the net reduction in Restricted Investments, subsequent to the date of the initial issuance of the Notes, in any Person, resulting from payments of interest on Debt, dividends, distributions, repurchases, redemptions, repayments of loans or advances, proceeds realized on the sale of such Restricted Investment and proceeds representing a return of capital (but only to the extent such interest, dividends, distributions, repurchases, redemption, repayments or proceeds are not included in the calculation of Consolidated Net Income), in each case to the Company or any Restricted Subsidiary from any Person (including, without limitation, from Unrestricted Subsidiaries); plus (B) the portion (proportionate to the equity interest of the Company and its Restricted Subsidiaries in such Unrestricted Subsidiary) of the fair market value of the net assets of an Unrestricted Subsidiary at the time such Unrestricted Subsidiary is designated as a Restricted Subsidiary in accordance with the terms of this Indenture, provided, however, that the amount determined in the case of (A) or (B) above shall not exceed, in the case of any such Person, the amount of Investments (excluding Permitted Investments) previously made by the Company or any Subsidiary of the Company in such Person or Unrestricted Subsidiary, as the case may be.

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Notwithstanding the foregoing provisions, the Company and its Restricted Subsidiaries may take the following actions, provided that, in the case of clause (iv) or (vii), immediately after giving effect to such action, no Default or Event of Default has occurred and is continuing:

(i)the payment of any dividend on Capital Interests in the Company or a Restricted Subsidiary within 60 days after declaration thereof if at the declaration date such payment would not have been prohibited by the foregoing provisions of this covenant;

(ii)the retirement of any Capital Interests of the Company by conversion into, or by or in exchange for, Qualified Capital Interests, or any Restricted Payment made out of net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of Qualified Capital Interests of the Company or contribution to the common equity capital of the Company;

(iii)the redemption, defeasance, repurchase or acquisition or retirement for value of any Debt of the Company that is subordinate in right of payment to the Notes (or, in the case of Debt of a Guarantor, subordinate in right of payment to such Guarantor’s Guarantee of the Notes) out of the net cash proceeds of a substantially concurrent issue and sale (other than to a Subsidiary of the Company) of (x) new subordinated Debt of the Company or a Restricted Subsidiary Incurred in accordance with this Indenture or (y) of Qualified Capital Interests of the Company or from the proceeds of a contribution to the common equity capital of the Company;

(iv)the payment of any dividend or distribution by a Restricted Subsidiary of the Company to the holders of any class of its Capital Interests on a pro rata basis;

(v)the purchase, redemption, retirement or other acquisition for value of Capital Interests in the Company held by future, current or former employees, officers, directors or shareholders of the Company or any Restricted Subsidiary (or their estates or beneficiaries under their estates) upon death, disability, retirement or termination of employment or pursuant to the terms of any agreement under which such Capital Interests were issued; provided that the aggregate cash consideration paid for such purchase, redemption, retirement or other acquisition of such Capital Interests does not exceed $1.5 million in any calendar year; provided, however that any unused amounts in any calendar year may be carried forward to one or more future periods (in each case, plus the amount of any proceeds received in respect of key-man life insurance);

(vi)repurchase of Capital Interests deemed to occur upon the exercise of stock options, warrants or other convertible or exchangeable securities;

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(vii)payment on account of Redeemable Capital Interests incurred in accordance with Section 4.9;

(viii)the repurchase, redemption, retirement or other acquisition for value of any subordinated Debt pursuant to provisions similar to those described in Sections 4.10 and 4.13 hereof; provided that all Notes tendered by Holders in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed, retired or acquired for value;

(ix)contributions of cash, real property or other property to an Unrestricted Subsidiary consisting of cash, real property or other property received by the Company in an amount equal to a contribution to the Company’s common equity capital or a purchase of the Company’s Capital Interests (other than Disqualified Stock of the Company) and any related Investment in such Unrestricted Subsidiary by the Company or a Guarantor; provided that such cash, real property or other property is specifically identified in an Officers’ Certificate delivered to the Trustee; provided, further, that the amount of any such net cash proceeds that are utilized for any cash Restricted Payment will be excluded from clause (c) of the preceding paragraph;

(x)the purchase by the Company of fractional shares upon conversion of any securities of the Company into Capital Interests of the Company; and

(xi)other Restricted Payments not in excess of $15.0 million in the aggregate.

If the Company makes a Restricted Payment which, at the time of the making of such Restricted Payment, in the good faith determination of the Board of Directors of the Company, would be permitted under the requirements of this Indenture, such Restricted Payment shall be deemed to have been made in compliance with this Indenture notwithstanding any subsequent adjustment made in good faith to the Company’s financial statements affecting Consolidated Net Income.

If any Person in which an Investment is made, which Investment constitutes a Restricted Payment when made, thereafter becomes a Restricted Subsidiary in accordance with this Indenture, all such Investments previously made in such Person shall no longer be counted as Restricted Payments for purposes of calculating the aggregate amount of Restricted Payments pursuant to clause (c) of the first paragraph under this Section 4.7, in each case to the extent such Investments would otherwise be so counted.

If the Company or a Restricted Subsidiary transfers, conveys, sells, leases or otherwise disposes of an Investment in accordance with Section 4.10, which Investment was originally included in the aggregate amount expended or declared for all Restricted Payments pursuant to clause (c) of the definition of “Restricted Payments,” the aggregate amount expended or declared for all Restricted Payments shall be reduced by the lesser of (i) the Net Cash Proceeds from the transfer, conveyance, sale, lease or other disposition of such Investment or (ii)

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the amount of the original Investment, in each case, to the extent originally included in the aggregate amount expended or declared for all Restricted Payments pursuant to clause (c) of the definition of “Restricted Payments.”

For purposes of this Section 4.7, if a particular Restricted Payment involves a non-cash payment, including a distribution of assets, then such Restricted Payment shall be deemed to be an amount equal to the cash portion of such Restricted Payment, if any, plus an amount equal to the Fair Market Value of the non-cash portion of such Restricted Payment.

For purposes of determining compliance with this covenant, in the event that a proposed Restricted Payment (or portion thereof) meets the criteria of more than one of the categories of Restricted Payments described in clauses (i) through (xi) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, the Company will be entitled to classify such Restricted Payment (or portion thereof) on the date of its payment in any manner that complies with this covenant and such Restricted Payment will be treated as having been made pursuant to only such clause or clauses or the first paragraph of this covenant.

With respect to the designation of a Subsidiary as an Unrestricted Subsidiary, the amount of the Restricted Payment will be an amount equal to the portion attributable to the Company (based on the proportion of the Capital Interests held by the Company and its Restricted Subsidiaries in such Subsidiary) of the greater of the Fair Market Value or book value of such Subsidiary.  The amount of all other Restricted Payments (other than those made in cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.

SECTION 4.8Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries.

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, cause or suffer to exist or become effective or enter into any encumbrance or restriction (other than pursuant to this Indenture, law or regulation) on the ability of any Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Interests owned by the Company or any Restricted Subsidiary or pay any Debt or other obligation owed to the Company or any Restricted Subsidiary, (ii) make loans or advances to the Company or any Restricted Subsidiary thereof or (iii) transfer any of its property or assets to the Company or any Restricted Subsidiary.

However, the preceding restrictions will not apply to the following encumbrances or restrictions existing under or by reason of:

(a)any encumbrance or restriction in existence on the Issue Date, including those required by the Credit Agreement and any agreement, document or instrument in connection therewith and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings,

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replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend or other payment restrictions than those contained in these agreements on the Issue Date, as determined in good faith by the Board of Directors;

(b)any encumbrance or restriction contained in any agreement, document or instrument governing Debt Incurred after the Issue Date in accordance with Section 4.9, provided that such agreements, documents or instruments are not materially more restrictive, taken as a whole, with respect to such dividend or other payment restrictions than those contained in the Credit Agreement on the Issue Date, as determined in good faith by the Board of Directors;

(c)so long as the encumbrances or restrictions in any such agreement relate solely to the property so acquired (and are not or were not created in anticipation of or in connection with the acquisition thereof)

(d)any encumbrance or restriction which exists with respect to a Person that becomes a Restricted Subsidiary or merges with or into a Restricted Subsidiary of the Company on or after the Issue Date, which is in existence at the time such Person becomes a Restricted Subsidiary, but not created in connection with or in anticipation of such Person becoming a Restricted Subsidiary, and which is not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person becoming a Restricted Subsidiary;

(e)any encumbrance or restriction pursuant to any agreement effecting a permitted renewal, refunding, replacement, refinancing or extension of Debt issued pursuant to an agreement containing any encumbrance or restriction referred to in the foregoing clauses (a) through (d) or clauses (m), (n) or

(f)below, so long as the encumbrances and restrictions contained in any such refinancing agreement are no less favorable in any material respect to the Holders than the encumbrances and restrictions contained in the agreements governing the Debt being renewed, refunded, replaced, refinanced or extended in the good faith judgment of the Board of Directors of the Company;

(g)customary any encumbrance or restriction pursuant to an agreement relating to an acquisition of property, provisions restricting subletting or assignment of any lease, contract, or license of the Company or any Restricted Subsidiary or provisions in agreements that restrict the assignment of such agreement or any rights thereunder;

(h)any restriction on the sale or other disposition of assets or property securing Debt as a result of a Permitted Lien on such assets or property;

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(i)any encumbrance or restriction by reason of applicable law, rule, regulation or order; (i) any encumbrance or restriction under this Indenture, the Notes and the Note Guarantees;

(j)any encumbrance or restriction under the sale of assets, including, without limitation, any

(k)agreement for the sale or other disposition of a subsidiary that restricts distributions by that Subsidiary pending its sale or other disposition;

(l)restrictions on cash and other deposits or net worth imposed by customers under contracts entered into the ordinary course of business;

(m)provisions with respect to the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements entered into the ordinary course of business;

(n)any instrument governing Debt or Capital Interests of a Person acquired by the Company or any of the Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Debt or Capital Interests was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Debt, such Debt was permitted by the terms of this Indenture to be incurred;

(o)purchase money obligations (including Capital Lease Obligations) for property acquired in the ordinary course of business and security documents related thereto that impose restrictions on that property so acquired of the nature described in clause (iii) of the first paragraph hereof;

(p)Liens securing Debt otherwise permitted to be incurred under the provisions of Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens; and

(q)customary provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements otherwise permitted by this Indenture entered into with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements (including the Capital Interests of any joint venture or other entity which is the subject of such agreements).

Nothing contained in this Section 4.8 shall prevent the Company or any Restricted Subsidiary from (i) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.12 or (ii) restricting the sale or other disposition of property or assets of

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the Company or any of its Restricted Subsidiaries that secure Debt of the Company or any of its Restricted Subsidiaries Incurred in accordance with this Indenture.

SECTION 4.9Limitation on Incurrence of Debt.

The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt), unless, immediately after giving effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom, (a) the Consolidated Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries, determined on & pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four Quarter Period (other than any Debt Incurred under the revolving portion of a credit agreement), had been Incurred and the proceeds thereof had been applied at the beginning of such Four Quarter Period, and any other Debt repaid since the beginning of such Four Quarter Period had been repaid at the beginning of such Four Quarter Period, would be greater than 2.25:1 and (b) no Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the Incurrence of such Debt.

If, during the Four Quarter Period or subsequent thereto and on or prior to the date of determination, the Company or any of its Restricted Subsidiaries shall have engaged in any Asset Sale or Asset Acquisition or shall have designated any Restricted Subsidiary to be an Unrestricted Subsidiary or any Unrestricted Subsidiary to be a Restricted Subsidiary, Consolidated Cash Flow Available for Fixed Charges and Consolidated Interest Expense for the Four Quarter Period shall be calculated on a pro forma basis giving effect to such Asset Sale or Asset Acquisition or designation, as the case may be, and the application of any proceeds therefrom as if such Asset Sale or Asset Acquisition or designation had occurred on the first day of the Four Quarter Period.

If the Debt which is the subject of a determination under this provision is Acquired Debt, or Debt Incurred in connection with the simultaneous acquisition of any Person, business, property or assets, or Debt of an Unrestricted Subsidiary being designated as a Restricted Subsidiary, then such ratio shall be determined by giving effect (on a pro forma basis, as if the transaction had occurred at the beginning of the Four Quarter Period) to the Incurrence of such Acquired Debt or such other Debt by the Company or any of its Restricted Subsidiaries and the inclusion, in Consolidated Cash Flow Available for Fixed Charges, of the Consolidated Cash Flow Available for Fixed Charges of the acquired Person, business, property or assets or redesignated Subsidiary.

Notwithstanding the first paragraph above, the Company and its Restricted Subsidiaries may Incur Permitted Debt.

For purposes of determining any particular amount of Debt under this Section 4.9, (x) Debt under the Credit Agreement on the Issue Date shall initially be treated as Incurred pursuant to clause (i) of the definition of “Permitted Debt,” and (y) Guarantees or obligations with respect to letters of credit supporting Debt otherwise included in the determination of such particular amount shall not be included.  For purposes of determining compliance with this Section 4.9, in the event that an item of Debt meets the criteria of more than one of the types of

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Debt described above, including categories of Permitted Debt and the first paragraph of this Section 4.9, the Company, in its sole discretion, shall classify, and from time to time may reclassify, all or any portion of such item of Debt.

The accrual of interest, the accretion or amortization of original issue discount and the payment of interest on Debt in the form of additional Debt or payment of dividends on Capital Interests in the forms of additional shares of Capital Interests with the same terms will not be deemed to be an Incurrence of Debt for purposes of this covenant.

The Company and any Guarantor will not Incur any Debt that pursuant to its terms is subordinate or junior in right of payment to any Debt unless such Debt is subordinated in right of payment to the Notes and the Note Guarantees to the same extent; provided that Debt will not be considered subordinate or junior in right of payment to any other Debt solely by virtue of being unsecured or secured to a greater or lesser extent or with greater or lower priority.

SECTION 4.10Limitation on Asset Sales.

The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1)the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the assets or Capital Interests issued or sold or otherwise disposed of; and

(2)at least 75% of the consideration received in the Asset Sale by the Company or such Restricted Subsidiary is in the form of cash or Eligible Cash Equivalents.  For purposes of this provision, each of the following will be deemed to be cash:

(a)any liabilities, as shown on the most recent consolidated balance sheet of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to an assignment and assumption agreement that releases the Company or such Restricted Subsidiary from further liability; and

(b)any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash or Eligible Cash Equivalents within 180 days of their receipt to the extent of the cash received in that conversion.

Within 365 days after the receipt of any Net Cash Proceeds from an Asset Sale, the Company (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Cash Proceeds at its option:

(1)to permanently repay secured Debt of the Company and/or its Restricted Subsidiaries and/or satisfy all mandatory repayment obligations under any Credit Facility

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arising by reason of such Asset Sale and, if the Debt repaid is revolving credit Debt, to correspondingly reduce commitments with respect thereto;

(2)to acquire all or substantially all of the assets of, or any Capital Interests of, another Permitted Business, if, after giving effect to any such acquisition of Capital Interests, the Permitted Business is or becomes a Restricted Subsidiary of the Company;

(3)to make a capital expenditure in or that is used or useful in a Permitted Business;

(4)to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business; or

(5)any combination of the foregoing.

Any Net Cash Proceeds from Asset Sales that are not applied or invested as provided in the preceding two paragraphs of this covenant will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $15.0 million, within thirty days thereof, the Company will be required to make an Offer to Purchase to all Holders of Notes, Additional Notes and all holders of other Debt that ranks part passu with the Notes that contains provisions similar to those set forth in this Indenture with respect to offers to repay, purchase or redeem such Debt with the proceeds of sales of assets, in an aggregate amount equal to the Excess Proceeds.  The offer price in any Offer to Purchase will be equal to 100% of the principal amount plus accrued and unpaid interest to the date of purchase, and will be payable in cash.  If any Excess Proceeds remain after consummation of an Offer to Purchase, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture.  If the aggregate principal amount of Notes, Additional Notes and other part passu debt tendered into such Offer to Purchase exceeds the amount of Excess Proceeds, the excess proceeds shall be allocated pro rata to the Notes, Additional Notes and other part passu debt and the Trustee will select the Notes and such Additional Notes to be purchased on a pro rata basis, and if necessary by lot or by any other method the Trustee shall deem fair and appropriate so long as the minimum denomination of $2,000 or integral multiples of $ 1,000 in excess thereof are maintained.  Upon completion of each Offer to Purchase, the amount of Excess Proceeds will be reset at zero.

The Company will comply with the requirements of any applicable securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Offer to Purchase.  To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue of such compliance.

SECTION 4.11Limitation on Transactions with Affiliates.

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, conduct any business or enter into or permit to exist any transaction or series of related transactions (including, but not limited to, the purchase, sale or exchange of

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property, the making of any Investment, the giving of any Guarantee or the rendering of any service) with any Unrestricted Subsidiary or any Affiliate of the Company or any Restricted Subsidiary other than transactions solely among any of the Company and its Restricted Subsidiaries (an “Affiliate Transaction”) involving aggregate consideration in excess of $2.5 million, unless;

(i)such business, transaction or series of related transactions is on terms not materially less favorable to the Company or such Restricted Subsidiary than those that could be obtained in a comparable arm’s length transaction between unaffiliated parties; and

(ii)with respect to an Affiliate Transaction involving an amount or having a value in excess of $5.0 million the Company delivers to the Trustee an Officers’ Certificate stating that such business, transaction or series of related transactions complies with clause (i) above.

In the case of an Affiliate Transaction involving an amount or having a value in excess of $10.0 million but less than or equal to $20.0 million, the Company must obtain either (x) a resolution of the Board of Directors (including a majority of Independent Directors, but in no event fewer than two Independent Directors) certifying that such Affiliate Transaction complies with clause (i) above or (y) a written opinion of a nationally recognized investment banking, accounting or appraisal firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view.  In the case of an Affiliate Transaction involving an amount or having a value in excess of $20.0 million, the Company must obtain a written opinion of a nationally recognized investment banking, accounting or appraisal firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view.

For purposes of determining the value of any Affiliate Transaction for purposes of this covenant with respect to any lease, agreement or other arrangement providing for payments over a period of time, the value of such Affiliate Transaction shall equal the aggregate amount of payments that are to be made over a five (5) year period from the commencement of such Affiliate Transaction.

The foregoing limitation does not limit, and shall not apply to:

(1)Restricted Payments that are permitted by the provisions of this Indenture pursuant to Section 4.7 and Permitted Investments permitted under this Indenture,

(2)the payment of reasonable and customary fees and indemnities to members of the Board of Directors of the Company or a Restricted Subsidiary who are outside directors,

(3)the payment of reasonable and customary compensation and other benefits (including retirement, health, option, deferred compensation and other benefit plans) and indemnities to officers and employees of the Company or any Restricted Subsidiary as determined by the Board of Directors thereof in good faith,

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(4)transactions between or among the Company and/or its Restricted Subsidiaries,

(5)the issuance of Capital Interests (other than Redeemable Capital Interests) of the Company otherwise permitted hereunder,

(6)any agreement or arrangement as in effect on the Issue Date and any amendment or modification thereto so long as such amendment or modification is, in the good faith judgment of the Board of Directors, not materially more disadvantageous, taken as a whole, to the Company,

(7)loans or advances to employees in the ordinary course of business not to exceed $2.5 million in the aggregate at any one time outstanding; and

(8)any merger or consolidation of the Company with an Affiliate of the Company solely for the purpose of (a) reorganizing to facilitate an initial public offering of the Capital Interests of the Company, (b) forming or collapsing a holding company structure, or (c) reincorporating the Company in a new jurisdiction.

SECTION 4.12Limitation on Liens.

The Company will not, and will not permit any of its Restricted Subsidiaries, directly or indirectly, to enter into, create, incur, assume or suffer to exist any Liens of any kind, other than Permitted Liens, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom without securing the Notes and all other amounts due under this Indenture (for so long as such Lien exists) equally and ratably with (or prior to) the obligation or liability secured by such Lien.

SECTION 4.13Offer to Purchase upon Change of Control.

Upon the occurrence of a Change of Control, the Company will make an Offer to Purchase (the “Change of Control Offer”) all of the outstanding Notes at a Purchase Price in cash equal to 101% of the principal amount tendered, together with accrued interest, if any, to but not including the Purchase Date (subject to the right of Holders of Notes of record on the relevant regular record date to receive interest due to an interest payment date that is on or prior to the Purchase Date) (the “Change of Control Payment”).  For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) not later than 30 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Company commences an Offer to Purchase all outstanding Notes at the Purchase Price provided that the running of such 30-day period shall be suspended, for up to a maximum of 30 days, during any period when the commencement of such Offer to Purchase is delayed or suspended by reason of any court’s or governmental authority’s review of or ruling on any materials being employed by the Company to effect such Offer to Purchase, so long as the Company has used and continues to use its commercial best efforts to make and conclude such Offer to Purchase promptly) and (ii) all Notes properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase.  The Company may commence an Offer to Purchase in respect of a Change of Control prior to the consummation of such Change of Control if a definitive agreement for such Change of Control is in place at the time of

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such Offer to Purchase.  If the Offer to Purchase is commenced prior to the occurrence of the Change of Control, the Offer may be conditioned upon the occurrence of the Change of Control.  The Company shall comply with the requirements of any applicable securities laws and any regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control.

The Company shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer, or (ii) a notice of redemption has been given pursuant to Section 3.7.

To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of this Indenture by virtue of such conflict.

SECTION 4.14Corporate Existence.

Subject to Section 4.13 and Article V hereof, as the case may be, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and the corporate, partnership, limited liability company or other existence of each of its Subsidiaries in accordance with the respective organizational documents (as the same may be amended from time to time) of the Company or any such Subsidiary and the rights (charter and statutory), licenses and franchises of the Company and its Subsidiaries; provided that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Subsidiaries, if the Board of Directors of the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders.

SECTION 4.15Limitation on Business Activities.

The Company will not, and will not permit any Restricted Subsidiary to, engage in any business other than a Permitted Business.

SECTION 4.16Additional Note Guarantees.

The Company will cause each Domestic Subsidiary (other than an Unrestricted Subsidiary) that (i) guarantees any Credit Facility of the Company or a Guarantor, or (ii) Incurs any debt for borrowed money in excess of $5 million to guarantee the Notes; provided, that to the extent a Domestic Subsidiary is (x) subject to any instrument governing Acquired Debt, as in effect at the time of acquisition thereof, that prohibits such Domestic Subsidiary from issuing a Note Guarantee, or (y) is prohibited by law from guaranteeing the Notes or would experience adverse regulatory consequences as a result of guaranteeing the Notes, then such Domestic Subsidiary shall not be required to guarantee the Notes until it is permitted to do so pursuant to the terms of such Acquired Debt or such legal or regulatory limitations.

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SECTION 4.17Limitation on Creation of Unrestricted Subsidiaries.

The Company may designate any Subsidiary of the Company to be an “Unrestricted Subsidiary” as provided below, in which event such Subsidiary and each other Person that is then or thereafter becomes a Subsidiary of such Subsidiary will be deemed to be an Unrestricted Subsidiary.  An Unrestricted Subsidiary shall not be subject to any of the covenants in this Indenture, notwithstanding any provisions hereof which restrict the Company and its Restricted Subsidiaries from engaging in transactions directly or indirectly.

The Company may designate any Subsidiary to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Interests of, or owns or holds any Lien on any property of, any other Restricted Subsidiary of the Company, provided that either:

(x)the Subsidiary to be so designated has total assets of $1,000 or less; or

(y)immediately after giving effect to such designation, the Company could Incur at least $1.00 of additional Debt (other than Permitted Debt) pursuant to the first paragraph of Section 4.9; and provided further that the Company could make a Restricted Payment in an amount equal to the portion attributable to the Company (based on the proportion of the Capital Interests held by the Company and its Restricted Subsidiaries in such Subsidiary) of the greater of the Fair Market Value or book value of such Subsidiary pursuant to Section 4.7 and such amount is thereafter treated as a Restricted Payment for the purpose of calculating the amount available for Restricted Payments thereunder.

An Unrestricted Subsidiary may be designated as a Restricted Subsidiary if (i) all the Debt of such Unrestricted Subsidiary could be Incurred pursuant to Section 4.9 and (ii) all the Liens on the property and assets of such Unrestricted Subsidiary could be incurred pursuant to Section 4.12.

SECTION 4.18Further Instruments and Acts.

Upon request by the Trustee, the Company shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purposes of this Indenture.

ARTICLE V

SUCCESSORS

SECTION 5.1Merger.  Consolidation or Sale of Assets.

The Company will not in any transaction or series of transactions, consolidate with or merge into any other Person (other than a merger of a Restricted Subsidiary into the Company in which the Company is the continuing Person, or transfer all or substantially all of the assets of the Company and its Restricted Subsidiaries (determined on a consolidated basis), taken as a whole, to any other Person, unless:

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(i)either: (a) the Company shall be the continuing Person or (b) the Person (if other than the Company) formed by such consolidation or into which the Company is merged, or the Person that acquires, by sale, assignment, conveyance, transfer, lease or disposition, all or substantially all of the property and assets of the Company (such Person, the “Surviving Entity”), (1) shall be a corporation, partnership, limited liability company or similar entity organized and validly existing under the laws of the United States, any political subdivision thereof or any state thereof or the District of Columbia and (2) shall expressly assume, by a supplemental indenture, the due and punctual payment of all amounts due in respect of the principal of (and premium, if any) and interest on all the Notes and the performance of the covenants and obligations of the Company under this Indenture; provided that at any time the Company or its successor is not a corporation, there shall be a co-issuer of the Notes that is a corporation;

(ii)immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Debt Incurred or anticipated to be Incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing or would result therefrom;

(iii)immediately after giving effect to any such transaction or series of transactions on a pro forma basis (including, without limitation, any Debt Incurred or anticipated to be Incurred in connection with or in respect of such transaction or series of transactions) as if such transaction or series of transactions had occurred on the first day of the determination period, the Company (or the Surviving Entity if the Company is not continuing) could Incur $ 1.00 of additional Debt (other than Permitted Debt) under the first paragraph of Section 4.9; and

(iv)the Company delivers, or causes to be delivered, to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, assignment, transfer, lease or other disposition complies with the requirements of this Indenture.

The preceding clause (iii) will not prohibit:

(a)a merger between the Company and a Restricted Subsidiary that is a wholly owned Subsidiary of the Company; or

(b)a merger between the Company and an Affiliate incorporated solely for the purpose of converting the Company into a corporation organized under the laws of the United States or any political subdivision or state thereof or for the purpose of creating or collapsing a holding company structure;

so long as, in each case, the amount of Debt of the Company and its Restricted Subsidiaries is not increased thereby.

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For all purposes of this Indenture and the Notes, Subsidiaries of any Surviving Entity will, upon such transaction or series of transactions, become Restricted Subsidiaries or Unrestricted Subsidiaries as provided pursuant to this Indenture and all Debt, and all Liens on property or assets, of the Surviving Entity and its Subsidiaries that was not Debt, or were not Liens on property or assets, of the Company and its Subsidiaries immediately prior to such transaction or series of transactions shall be deemed to have been Incurred upon such transaction or series of transactions.

Upon any transaction or series of transactions that are of the type described in, and are effected in accordance with, conditions described in the immediately preceding paragraphs, the Surviving Entity shall succeed to, and be substituted for, and may exercise every right and power of, the Company, under this Indenture with the same effect as if such Surviving Entity had been named as the Company therein; and when a Surviving Person duly assumes all of the obligations and covenants of the Company pursuant to this Indenture and the Notes, except in the case of a lease, the predecessor Person shall be relieved of all such obligations.

SECTION 5.2Successor Corporation Substituted.

Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.1 hereof, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Company” shall refer instead to the successor corporation and not to the Company), and shall exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein.

ARTICLE VI

DEFAULTS AND REMEDIES

SECTION 6.1Events of Default.

Each of the following constitutes an “Event of Default”:

(1)default in the payment in respect of the principal of (or premium, if any, on) any Note at its maturity (whether at Stated Maturity or upon repurchase, acceleration, optional redemption or otherwise);

(2)default in the payment of any interest upon any Note when it becomes due and payable, and continuance of such default for a period of 30 days;

(3)failure by the Company to make an Offer to Purchase as required by this Indenture, and continuance of such default for a period of 30 days after receipt of written notice;

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(4)failure to perform or comply with Section 5.1;

(5)except as permitted herein, any Note Guarantee shall for any reason cease to be, or it shall be asserted by any Guarantor or the Company not to be, in full force and effect and enforceable in accordance with its terms;

(6)default in the performance, or breach, of any covenant or agreement of the Company or any Guarantor in this Indenture (other than a covenant or agreement a default in whose performance or whose breach is specifically dealt with in clauses (1), (2) (3), (4) or (5) above), and continuance of such default or breach for a period of 60 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the outstanding Notes; provided that in the case of a failure to comply with Section 4.3, such period of continuance of such default or breach shall be 120 days after written notice described in this clause (6) has been given;

(7)a default or defaults under any bonds, debentures, notes or other evidences of Debt (other than the Notes) by the Company or any Restricted Subsidiary having, individually or in the aggregate, a principal or similar amount outstanding of at least $25.0 million, whether such Debt now exists or shall hereafter be created, which default or defaults shall have resulted in the acceleration of the maturity of such Debt prior to its express maturity or shall constitute a failure to pay at least $25.0 million of such Debt when due and payable after the expiration of any applicable grace period with respect thereto;

(8)the entry against the Company or any Restricted Subsidiary of a final non-appealable judgment or judgments for the payment of money in an aggregate amount in excess of $25.0 million, by a court or courts of competent jurisdiction, which judgments remain undischarged, unwaived, unstayed, unbonded or unsatisfied for a period of 60 consecutive days and, in the event such judgment is covered by insurance, any enforcement proceeding has been commenced by any creditor upon such judgment which is not promptly stayed; or

(9)(i) the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:

(a)commences a voluntary case,

(b)consents to the entry of an order for relief against it in an involuntary case,

(c)consents to the appointment of a Custodian of it or for all or substantially all of its property,

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(d)makes a general assignment for the benefit of its creditors, or

(e)generally is not paying its debts as they become due;

(ii)a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(f)is for relief against the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, in an involuntary case;

(g)appoints a Custodian of the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of the Company or any of its Restricted Subsidiaries; or

(h)orders the liquidation of the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary;

and the order or decree remains unstayed and in effect for 60 consecutive days;

The term “Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.

SECTION 6.2Acceleration.

If an Event of Default (other than an Event of Default specified in clause (9) of Section 6.1 with respect to the Company) occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the outstanding Notes may declare the principal of the Notes and any accrued interest on the Notes to be due and payable immediately by a notice in writing to the Company (and to the Trustee if given by Holders); provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the outstanding Notes may rescind and annul such acceleration if (i) all Events of Default, other than the nonpayment of accelerated principal of or interest on the Notes, have been cured or waived as provided herein and (ii) such rescission or annulment would not conflict with any decree of judgment of a court of competent jurisdiction.

In the event of a declaration of acceleration of the Notes solely because an Event of Default described in clause (7) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to clause (7) shall be remedied or cured by the Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Debt within 20 Business Days after the declaration of acceleration with respect thereto and if the rescission and annulment of the acceleration of the Notes would not conflict

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with any judgment or decree of a court of competent jurisdiction obtained by the Trustee for the payment of amounts due on the Notes.

If an Event of Default specified in clause (9) of Section 6.1 occurs with respect to the Company, the principal of and any accrued interest on the Notes then outstanding shall ipso facto become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.  The Trustee may withhold from Holders notice of any Default (except Default in payment of principal, premium, if any, and interest) if the Trustee determines that withholding notice is in the interest of the Holders to do so.

In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.7 hereof, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes.

SECTION 6.3Other Remedies.

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if any, interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding.  A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default.  All remedies are cumulative to the extent permitted by law.

SECTION 6.4Waiver of Past Defaults.

The Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under this Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes (other than as a result of an acceleration), which shall require the consent of all of the Holders of the Notes then outstanding.

SECTION 6.5Control by Majority.

The Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust power conferred on it.  However, (i) the Trustee may refuse to follow any direction that conflicts with law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of other Holders or that may involve the Trustee in personal liability, and (ii) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.  In case an Event of Default shall occur (which shall not be cured), the Trustee will be required, in the exercise of its power, to use the

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degree of care of a prudent man in the conduct of his own affairs.  Notwithstanding any provision to the contrary in this Indenture, the Trustee is under no obligation to exercise any of its rights or powers under this Indenture at the request of any Holder, unless such Holder shall offer to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

SECTION 6.6Limitation on Suits.

A Holder may pursue a remedy with respect to this Indenture or the Notes only if:

(a)the Holder gives to the Trustee written notice of a continuing Event of Default or the Trustee receives such notice from the Company;

(b)the Holders of at least 25% in aggregate principal amount of the then outstanding Notes make a written request to the Trustee to pursue the remedy;

(c)such Holder or Holders offer and, if requested, provide to the Trustee indemnity or security satisfactory to the Trustee against any loss, liability or expense;

(d)the Trustee does not comply with the request within 60 days after receipt of the request and the offer and, if requested, the provision of such indemnity or security; and

(e)during such 60-day period the Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with the request.

Such limitations do not apply, however, to a suit instituted by a Holder of a Note for enforcement of payment of the principal of (and premium, if any) or interest on such Note on or after the respective due dates expressed in such Note.  A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder.

SECTION 6.7Rights of Holders of Notes to Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal, premium, if any, and interest on or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

SECTION 6.8Collection Suit by Trustee.

If an Event of Default specified in Section 6.1(1) or (2) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal of, premium and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

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SECTION 6.9Trustee May File Proofs of Claim.

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other securities or property payable or deliverable upon the conversion or exchange of the Notes or on any such claims and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.7 hereof.  To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.7 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise.  Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

SECTION 6.10Priorities.

If the Trustee collects any money or property pursuant to this Article VI, it shall pay out the money or property in the following order:

First: to the Trustee, its agents and attorneys for amounts due under Section 7.7 hereof, including payment of all reasonable compensation, expense and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

Second: to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, and interest ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest respectively;

Third: without duplication, to the Holders for any other Obligations owing to the Holders under this Indenture and the Notes; and

Fourth: to the Company or to such party as a court of competent jurisdiction shall direct.

The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.10.

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SECTION 6.11Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant.  This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.7 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes.

ARTICLE VII

TRUSTEE

SECTION 7.1Duties of Trustee.

(a)If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

(b)Except during the continuance of an Event of Default:

(i)the duties of the Trustee shall be determined solely by the express provisions of this Indenture or the TIA and the Trustee need perform only those duties that are specifically set forth in this Indenture or the TIA and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii)in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

However, the Trustee shall examine the certificates and opinions furnished to it to determine whether or not they conform to the form requirements of this Indenture.

(c)The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i)this paragraph does not limit the effect of paragraph (b) of this Section 7.1;

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(ii)the Trustee shall not be liable for any error of judgment made in good faith by an officer of the Trustee, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

(iii)the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5 hereof.

(d)Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.1.

(e)No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability.  The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

(f)The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.  Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

SECTION 7.2Rights of Trustee.

(a)The Trustee may conclusively rely and shall be fully protected in acting or refraining from acting on any document believed by it to be genuine and to have been signed or presented by the proper Person.  The Trustee need not investigate any fact or matter stated in the document.

(b)Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both.  The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel.  Prior to taking, suffering or admitting any action, the Trustee may consult with counsel of the Trustee’s own choosing and the Trustee shall be fully protected from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in conclusive reliance on the advice or opinion of such counsel.

(c)The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care.

(d)The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.  Any request or direction of the Company mentioned herein shall be sufficiently evidenced by an Officers’ Certificate and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution.  Whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein

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specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate.

(e)Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or a Guarantor shall be sufficient if signed by an officer of the Company or such Guarantor.

(f)The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.

(g)The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or documents, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine during normal business hours the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(h)The rights, privileges, protections and benefits given to the Trustee, including, without limitation, its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Persons employed to act hereunder.

(i)The Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

SECTION 7.3Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or any Affiliate of the Company with the same rights it would have if it were not Trustee.  However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the Commission for permission to continue as Trustee or resign.  Any Agent may do the same with like rights and duties.  The Trustee is also subject to Sections 7.10 and 7.11 hereof.

SECTION 7.4Trustee’s Disclaimer.

The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company’s or upon the Company’s

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direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes, any statement or recital on any Officers’ Certificate delivered to the Trustee under Article IV or Section 8.4 or 10.4 hereof, or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

SECTION 7.5Notice of Defaults.

If an Event of Default has occurred and is continuing and is actually known to a Responsible Officer of the Trustee, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and the Security Documents, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

SECTION 7.6Reports by Trustee to Holders of the Notes.

Within 60 days after each May 15, beginning with the May 15 following the date of this Indenture, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no event described in TIA § 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted).  The Trustee also shall comply with TIA § 313(b).  The Trustee shall also transmit by mail all reports as required by TIA § 313(c).

A copy of each report at the time of its mailing to the Holders shall be mailed to the Company and filed with the Commission and each stock exchange on which the Company has informed the Trustee in writing the Notes are listed in accordance with TIA § 313(d).  The Company shall promptly notify the Trustee when the Notes are listed on any stock exchange and of any delisting thereof.

SECTION 7.7Compensation and Indemnity.

The Company shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder, provided that such amounts set forth in fee letter from the Company shall be deemed reasonable.  The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust.  The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services.  Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

The Company shall indemnify the Trustee (which for purposes of this Section 7.7 shall include its officers, directors, employees and agents) against any and all claims, damage, losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 7.7) and defending itself against any claim (whether asserted by the Company or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder except to

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the extent any such loss, claim, damage, liability or expense may be attributable to its negligence or bad faith.  The Trustee shall notify the Company promptly of any claim for which it may seek indemnity.  Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder.  The Company shall defend the claim and the Trustee shall cooperate in the defense.  The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of one such counsel.  The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld.

The obligations of the Company under this Section 7.7 shall survive the satisfaction and discharge of this Indenture or the resignation or removal of the Trustee.

To secure the Company’s payment obligations in this Section 7.7, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal or interest, if any, on particular Notes.  Such Lien shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee.

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.1 (9) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

SECTION 7.8Replacement of Trustee.

A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.8.

The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Company.  The Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company in writing.  The Company may remove the Trustee if:

(a)the Trustee fails to comply with Section 7.10 hereof;

(b)the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(c)a Custodian or public officer takes charge of the Trustee or its property; or

(d)the Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee.  Within one year

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after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of at least 10% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company.  Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and the duties of the Trustee under this Indenture.  The successor Trustee shall mail a notice of its succession to the Holders.  The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, provided that all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.7 hereof.  Notwithstanding replacement of the Trustee pursuant to this Section 7.8, the Company’s obligations under Section 7.7 hereof shall continue for the benefit of the retiring Trustee.

SECTION 7.9Successor Trustee by Merger. Etc.

If the Trustee or any Agent consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee or any Agent, as applicable.

SECTION 7.10Eligibility; Disqualification.

There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power and that is subject to supervision or examination by federal or state authorities.  The Trustee together with its affiliates shall at all times have a combined capital surplus of at least $50.0 million as set forth in its most recent annual report of condition.

This Indenture shall always have a Trustee who satisfies the requirements of TIA §§ 310(a)(l), (2) and (5).  The Trustee is subject to TIA § 310(b) including the provision in § 310(b)(l); provided that there shall be excluded from the operation of TIA § 310(b)(l) any indenture or indentures under which other securities, or conflicts of interest or participation in other securities, of the Company or the Guarantors are outstanding if the requirements for exclusion set forth in TIA § 310(b)(l) are met.

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SECTION 7.11Preferential Collection of Claims Against the Company.

The Trustee is subject to TIA § 31 l(a), excluding any creditor relationship listed in TIA § 31 l(b).  A Trustee who has resigned or been removed shall be subject to TIA § 311 (a) to the extent indicated therein.

SECTION 7.12Trustee’s Application for Instructions from the Company.

Any application by the Trustee for written instructions from the Company may, at the option of the Trustee, set forth in writing any action proposed to be taken or omitted by the Trustee under this Indenture and the date on and/or after which such action shall be taken or such omission shall be effective.  The Trustee shall not be liable for any action taken by, or omission of, the Trustee in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than twenty Business Days after the date any officer of the Company actually receives such application, unless any such officer shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the Trustee shall have received written instructions in response to such application specifying the action to be taken or omitted.

SECTION 7.13Limitation of Liability.

Wells Fargo Bank, National Association (the “Bank”) is entering into this Indenture and the other documents contemplated thereby and related thereto to which it is a party solely in its capacity as trustee under this Indenture and not in its individual capacity (except as expressly stated herein) and in no case shall the Bank (or any Person acting as successor trustee under this Indenture) be personally liable for or on account of any of the statements, representations, warranties, covenants or obligations stated to be those of the Company hereunder or thereunder, all such liability, if any, being expressly waived by the parties hereto and any person claiming by, through or under such party, provided, however, that the Bank (or any such successor trustee) shall be personally liable hereunder and thereunder for its own negligence or willful misconduct or for its material breach of its covenants, representations and warranties contained herein or therein, to the extent expressly covenanted or made in its individual capacity.  In no event shall the Trustee, in its capacity as Paying Agent, Registrar or in any other capacity hereunder, be liable under or in connection with this Indenture for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Trustee has been advised of the possibility thereof and regardless of the form of action in which such damages are sought.  The provisions of this Section shall survive the termination of this Indenture and the resignation or removal of the Trustee.

ARTICLE VIII

LEGAL DEFEASANCE, COVENANT DEFEASANCE AND DISCHARGE

SECTION 8.1Option to Effect Legal Defeasance or Covenant Defeasance.

The Company may, at the option of its Board of Directors evidenced by a Board Resolution set forth in an Officers’ Certificate, at any time, elect to have either Section 8.2 or 8.3 hereof applied to all outstanding Notes upon compliance with the conditions set forth below in this Article VIII.

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SECTION 8.2Legal Defeasance.

Upon the Company’s exercise under Section 8.1 hereof of the option applicable to this Section 8.2, the Company shall, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”).  For this purpose, Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.5 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all of its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium, if any, and interest, if any, on such Notes when such payments are due from the trust referred to in Section 8.4(a); (b) the Company’s obligations with respect to such Notes under Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.10 and 4.2 hereof; (c) the rights, powers, trusts, benefits and immunities of the Trustee, including without limitation under Sections 7.7, 8.5 and 8.7 hereof and the Company’s obligations in connection therewith; (d) the Company’s rights pursuant to Sections 3.7 and 3.9; and (e) the provisions of this Article VIII.  Subject to compliance with this Article VIII, the Company may exercise its option under this Section 8.2 notwithstanding the prior exercise of its option under Section 8.3 hereof.

SECTION 8.3Covenant Defeasance.

Upon the Company’s exercise under Section 8.1 hereof of the option applicable to this Section 8.3, the Company shall, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, be released from its obligations under the covenants contained in Sections 4.7, 4.8, 4.9, 4.10, 4.11, 4.12,4.13, 4.14, 4.15, 4.16,4.17 and 5.1 hereof with respect to the outstanding Notes on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes).  For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Company or any of its Subsidiaries may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.1 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby.  In addition, upon the Company’s exercise under Section 8.1 hereof of the option applicable to this Section 8.3, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, Sections 6.1 (4) through (6) hereof shall not constitute Events of Default.  In addition, the Note Guarantees will be terminated and released and the Guarantors discharged with respect to their Note Guarantees upon a Covenant Defeasance.

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SECTION 8.4Conditions to Legal or Covenant Defeasance.

The following shall be the conditions to the application of either Section 8.2 or 8.3 hereof to the outstanding Notes:

In order to exercise either Legal Defeasance or Covenant Defeasance:

(1)the Company must irrevocably have deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefit of, the Holders of such Notes: (A) money in an amount, or (B) Government Securities which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount or (C) a combination thereof, in each case sufficient without reinvestment, to pay and discharge, and which shall be applied by the Trustee to pay and discharge, the entire indebtedness in respect of the principal of and premium, if any, and interest on such Notes on the Stated Maturity thereof or (if the Company has made irrevocable arrangements for the giving of notice of redemption by the Trustee in the name and at the expense of the Company) the redemption date thereof, as the case may be, in accordance with the terms of this Indenture and such Notes;

(2)in the case of Legal Defeasance, the Company shall have delivered to the Trustee an opinion of counsel stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable United States federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the Holders of such Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit, Legal Defeasance and discharge to be effected with respect to such Notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Legal Defeasance and discharge were not to occur;

(3)in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an opinion of counsel to the effect that the Holders of such outstanding Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Notes and will be subject to federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur;

(4)no Default or Event of Default with respect to the outstanding Notes shall have occurred and be continuing at the time of such deposit after giving effect thereto;

(5)such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the TIA (assuming all Notes are in default within the meaning of the TIA);

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(6)such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company is a party or by which the Company is bound; and

(7)the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Legal Defeasance or Covenant Defeasance have been complied with.

In the event of a Legal Defeasance or a Discharge, a Holder whose taxable year straddles the deposit of funds and the distribution in redemption to such Holder would be subject to tax on any gain (whether characterized as capital gain or market discount) in the year of deposit rather than in the year of receipt.  In connection with a Discharge, in the event the Company become insolvent within the applicable preference period after the date of deposit, monies held for the payment of the Notes may be part of the bankruptcy estate of the Company, disbursement of such monies may be subject to the automatic stay of the Bankruptcy Code and monies disbursed to Holders may be subject to disgorgement in favor of the Company’s estate.  Similar results may apply upon the insolvency of the Company during the applicable preference period following the deposit of monies in connection with defeasance.

SECTION 8.5Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions

Subject to Section 8.6 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.5, the “Trustee”) pursuant to Section 8.4 hereof in respect of the outstanding Notes shall be held in trust, shall not be invested, and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company or any Subsidiary acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.

The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 8.4 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the written request of the Company and be relieved of all liability with respect to any money or non-callable Government Securities held by it as provided in Section 8.4 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.4(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

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SECTION 8.6Repayment to Company.

Subject to applicable law, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, or interest, if any, on any Note and remaining unclaimed for one year after such principal and premium, if any, or interest has become due and payable shall be paid to the Company on its written request or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in The New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining shall be repaid to the Company.

SECTION 8.7Reinstatement.

If the Trustee or Paying Agent is unable to apply any United States dollars or non-callable Government Securities in accordance with Section 8.2 or 8.3 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations of the Company under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.2 or 8.3 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.2 or 8.3 hereof, as the case may be; provided, however, that, if the Company make any payment of principal of, premium, if any, or interest on any Note following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment ‘from the money held by the Trustee or Paying Agent.

SECTION 8.8Discharge.

This Indenture will be discharged and shall cease to be of further effect (except for those provisions which expressly survive termination of this Indenture), and the Trustee, upon request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, if;

(1)either: (A) all Notes theretofore authenticated and delivered have been delivered to the Trustee for cancellation or (B) all such Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable or (ii) will become due and payable within one year or are to be called for redemption within one year (a “Discharge”) under irrevocable arrangements for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire indebtedness on the Notes not theretofore

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delivered to the Trustee for cancellation, for principal, premium, if any, and interest to the Stated Maturity or date of redemption;

(2)the Company has paid or caused to be paid all other sums then due and payable under this Indenture by the Company;

(3)the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound;

(4)the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be; and

(5)the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent under this Indenture relating to the Discharge have been complied with.

ARTICLE IX

AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.1Without Consent of Holders of the Notes.

Notwithstanding Section 9.2 of this Indenture, without the consent of any Holders, the Company, the Guarantors, if any, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental to this Indenture for any of the following purposes:

(1)to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company in this Indenture and in the Notes;

(2)to add to the covenants of the Company for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company;

(3)to add additional Events of Default;

(4)to provide for uncertificated Notes in addition to or in place of the certificated Notes;

(5)to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee;

(6)to provide for or confirm the issuance of Additional Notes in accordance with the terms of this Indenture;

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(7)to cure any ambiguity, to correct or supplement any provision in this Indenture which may be defective or inconsistent with any other provision in this Indenture, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such actions pursuant to this clause shall not adversely affect the interests of the Holders in any material respect, as determined in good faith by the Board of Directors of the Company; or

(8)to conform the text of this Indenture or the Notes to any provision of the “Description of Notes” in the Offering Memorandum to the extent that such provision in the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture or the Notes, as certified to the Trustee in an Officers’ Certificate delivered by the Company.

SECTION 9.2With Consent of Holders of Notes.

With the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes, the Company, the Guarantors, if any, and the Trustee may enter into an indenture or indentures supplemental to this Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders under this Indenture, including the definitions herein; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each outstanding Note affected thereby:

(1)change the Stated Maturity of any Note or of any installment of interest on any Note, or reduce the amount payable in respect of the principal thereof or the rate of interest thereon or any premium payable thereon, or reduce the amount that would be due and payable on acceleration of the maturity thereof, or change the place of payment where, or the coin or currency in which, any Note or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof, or change the date on which any Notes may be subject to redemption or reduce the redemption price therefor,

(2)reduce the percentage in aggregate principal amount of the outstanding Notes, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture,

(3)modify the obligations of the Company to make Offers to Purchase upon a Change of Control or from the Excess Proceeds of Asset Sales if such modification was done after the occurrence of such Change of Control or such Asset Sale,

(4)subordinate, in right of payment, the Notes to any other Debt of the Company,

(5)modify any of the provisions of this paragraph or provisions relating to waiver of defaults or certain covenants, except to increase any such percentage required for such actions or to provide that certain other provisions of this Indenture cannot be

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modified or waived without the consent of the Holder of each outstanding Note affected thereby, or

(6)release any Guarantees required to be maintained under this Indenture.

The Holders of not less than a majority in aggregate principal amount of the outstanding Notes may on behalf of the Holders of all the Notes waive any past default under this Indenture and its consequences, except a default:

(1)in any payment in respect of the principal of (or premium, if any) or interest on any Notes (including any Note which is required to have been purchased pursuant to an Offer to Purchase which has been made by the Company) (except that a rescission of acceleration of the Notes and a waiver of the payment default that resulted from such acceleration may be made by Holders of not less than a majority of the Notes), or

(2)in respect of a covenant or provision hereof which under this Indenture cannot be modified or amended without the consent of the Holder of each outstanding Note affected.

SECTION 9.3Compliance with Trust Indenture Act.

Every amendment or supplement to this Indenture or the Notes shall be set forth in an amended or supplemental indenture that complies with the TIA as then in effect.

SECTION 9.1Revocation and Effect of Consents.

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder and every subsequent Holder of that Note or portion of the Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on the Note.  However, any such Holder or subsequent Holder may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective.  When an amendment, supplement or waiver becomes effective in accordance with its terms, it thereafter binds every Holder.

The Company may, but shall not be obligated to, fix a record date for determining which Holders consent to such amendment, supplement or waiver.  If the Company fix a record date, the record date shall be fixed at (i) the later of 30 days prior to the first solicitation of such consent or the date of the most recent list of Holders furnished for the Trustee prior to such solicitation pursuant to Section 2.5 hereof or (ii) such other date as the Company shall designate.

SECTION 9.2Notation on or Exchange of Notes.

The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated.  The Company in exchange for all Notes may issue and the Trustee shall authenticate new Notes that reflect the amendment, supplement or waiver.

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Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

SECTION 9.3Trustee to Sign Amendments.  Etc.

The Trustee shall sign any amended or supplemental indenture authorized pursuant to this Article IX if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee.  The Company and the Guarantors may not sign an amendment or supplemental indenture until their respective Boards of Directors approve it.  In signing or refusing to sign any amendment or supplemental indenture the Trustee shall be entitled to receive and (subject to Section 7.1 hereof) shall be fully protected in relying upon an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amendment or supplemental indenture is authorized or permitted by this Indenture, that all conditions precedent thereto have been met or waived, that such amendment or supplemental indenture is not inconsistent herewith, and that it will be valid and binding upon the Company in accordance with its terms.

ARTICLE X

NOTE GUARANTEES

SECTION 10.1Note Guarantees.

(a)Each Guarantor hereby jointly and severally, fully, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf of such Holder, that: (i) the principal of and premium, if any and interest on the Notes shall be paid in full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise.  Each of the Note Guarantees shall be a guarantee of payment and not of collection.

(b)Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor.

(c)Each Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any

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other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note and such Note Guarantee or as provided for in this Indenture.  Each of the Guarantors hereby agrees that, in the event of a default in payment of principal or premium, if any or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Note Guarantee without first proceeding against the Company or any other Guarantor.  Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders.

(d)If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect.  This paragraph (d) shall remain effective notwithstanding any contrary action which may be taken by the Trustee or any Holder in reliance upon such amount required to be returned.  This paragraph (d) shall survive the termination of this Indenture.

(e)Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI hereof for the purposes of the Note Guarantee of such Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Note Guarantee of such Guarantor.

SECTION 10.2Execution and Delivery of Note Guarantee.

To evidence its Note Guarantee set forth in Section 10.1, each Guarantor agrees that a notation of such Note Guarantee substantially in the form attached hereto as Exhibit B shall be endorsed on each Note authenticated and delivered by the Trustee.  Such notation of Note Guarantee shall be signed on behalf of such Guarantor by an officer of such Guarantor (or, if an officer is not available, by a board member or director) on behalf of such Guarantor by manual or facsimile signature.  In case the officer, board member or director of such Guarantor who shall have signed such notation of Note Guarantee shall cease to be such officer, board member or director before the Note on which such Note Guarantee is endorsed shall have been authenticated and delivered by the Trustee, such Note nevertheless may be authenticated and delivered as though the Person who signed such notation of Note Guarantee had not ceased to be such officer, board member or director.

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Each Guarantor agrees that its Note Guarantee set forth in Section 10.1 shall remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Note a notation of such Note Guarantee.  The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any Note Guarantee set forth in this Indenture on behalf of the Guarantors.

SECTION 10.3Severability.

In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 10.4Limitation of Guarantors’ Liability.

Each Guarantor and by its acceptance hereof each Holder confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law or the provisions of its local law relating to fraudulent transfer or conveyance.  To effectuate the foregoing intention, the Trustee, the Holders and Guarantors hereby irrevocably agree that the obligations of such Guarantor under its Note Guarantee shall be limited to the maximum amount that will not, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee, result in the obligations of such Guarantor under its Note Guarantee constituting a fraudulent transfer or conveyance.

SECTION 10.5Releases Following Sale of Assets.

Any Guarantor shall be released and relieved of any obligations under this Note Guarantee in the event of a sale or other transfer or disposition of all of the Capital Interests in any Guarantor to any Person that is not (after giving effect to such transaction) a Restricted Subsidiary of the Company in compliance with the terms of this Indenture, or in the event all or substantially all the assets or Capital Interests of a Guarantor are sold or otherwise transferred, by way of merger, consolidation or otherwise, to a Person that is not (after giving effect to such transaction) a Restricted Subsidiary of the Company in compliance with the terms of this Indenture.  Upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee.

Any Guarantor not released from its obligations under this Note Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X.

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SECTION 10.6Release of a Guarantor.

Any Guarantor that is designated by the Board of Directors of the Company as an Unrestricted Subsidiary in accordance with the terms of this Indenture shall, at such time, be deemed automatically and unconditionally released and discharged of its obligations under its Note Guarantee without any further action on the part of the Trustee or any Holder.  The Note Guarantees will also be terminated and released and the Guarantors discharged with respect to their Note Guarantees upon a Legal Defeasance or Covenant Defeasance, without any further action on the part of the Trustee or any Holder.  In addition, upon a sale of Capital Interests which causes a Guarantor to cease to be a Restricted Subsidiary, such Guarantor shall be deemed automatically and unconditionally released and discharged of its obligations under its Note Guarantee without any further action on the part of the Trustee or any Holder; provided that such sale of Capital Interests does not violate any provision of this Indenture.  The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of the Company’s request for such release accompanied by an Officers’ Certificate certifying as to the compliance with this Section 10.6.  Any Guarantor not so released shall remain liable for the full amount of principal of and interest on the Notes as provided in its Note Guarantee.

SECTION 10.7Benefits Acknowledged.

Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that its guarantee and waivers pursuant to its Note Guarantee are knowingly made in contemplation of such benefits.

SECTION 10.1Future Guarantors.

Each future Restricted Subsidiary shall become a Guarantor.  Within ten (10) days of becoming a Restricted Subsidiary, such Subsidiary shall execute and deliver to the Trustee a supplemental indenture and other agreements making such Subsidiary a party to this Indenture.

ARTICLE XI

MISCELLANEOUS

SECTION 11.1Trust Indenture Act Controls.

If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by TIA § 318(c), the imposed duties shall control.

SECTION 11.2Notices.

Any notice or communication by the Company, any Guarantor or the Trustee to the others is duly given if in writing and delivered in Person or mailed by first class mail (registered or certified, return receipt requested), telecopier or overnight air courier guaranteeing next day delivery, to the others address:

If to the Company:

New Enterprise Stone & Lime Co., Inc.
3912 Brumbauch Road

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P.O.  Box 77
New Enterprise, PA 16664
Facsimile: (814)766-0219
Attention: Paul Detwiler III

With a copy to:

Pepper Hamilton L.L.P.
3000 Two Logan Square
Philadelphia, PA 19103

Facsimile: (215)981-4750

Attention: Cary Levinson and Brian Katz

If to the Trustee:

Wells Fargo Bank, National Association
MACN9311-110
625 Marquette Avenue
Minneapolis, MN 55479
Attention: New Enterprise Stone & Lime Administrator

The Company or the Trustee, by notice to the other, may designate additional or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied; and the next Business Day after timely delivery to the courier, if sent by overnight air courier promising next Business Day delivery.

Any notice or communication to a Holder shall be mailed by first class mail or by overnight air courier promising next Business Day delivery to its address shown on the register kept by the Registrar.  Any notice or communication shall also be so mailed to any Person described in TIA § 313(c), to the extent required by the TIA.  Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it, except in the case of notices or communications given to the Trustee, which shall be effective only upon actual receipt.

If the Company mails a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time.

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Notwithstanding any other provision of this Indenture or any Note, where this Indenture or any Note provides for notice of any event (including any notice of redemption or purchase) to a Holder of a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to DTC (or its designee) pursuant to the standing instructions from DTC or its designee.

SECTION 11.3Communication by Holders of Notes with Other Holders of Notes.

Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Notes.  The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA§ 312(c).

SECTION 11.4Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Company to the Trustee to take any action under this Indenture (other than the initial issuance of the Notes), the Company shall furnish to the Trustee upon request:

(a)an Officers’ Certificate (which shall include the statements set forth in Section 11.5 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

(b)an Opinion of Counsel (which shall include the statements set forth in Section 11.5 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

SECTION 11.5Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4)) shall comply with the provisions of TIA § 314(e) and shall include:

(a)a statement that the Person making such certificate or opinion has read such covenant or condition;

(b)a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c)a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been satisfied; and

(d)a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.

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SECTION 11.6Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or at a meeting of Holders.  The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

SECTION 11.7No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, stockholder, general or limited partner or incorporator, past, present or future, of the Company or any of its Subsidiaries, as such or in such capacity, shall have any personal liability for any obligations of the Company under the Notes, any Note Guarantee or this Indenture by reason of his, her or its status as such director, officer, employee, stockholder, general or limited partner or incorporator.

SECTION 11.8Governing Law.

THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES, IF ANY.  The parties to this Indenture each hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan in The City of New York in any action or proceeding arising out of or relating to the Notes, the Note Guarantees or this Indenture, and all such parties hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or federal court and hereby irrevocably waive, to the fullest extent that they may legally do so, the defense of an inconvenient forum to the maintenance of such action or proceeding.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES, THE NOTE GUARANTEES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

SECTION 11.9No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person.  Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

SECTION 11.10Successors.

All agreements of the Company and the Guarantors in this Indenture and the Notes and the Note Guarantees, as applicable, shall bind their respective successors and assigns.  All agreements of the Trustee in this Indenture shall bind its successors and assigns.

SECTION 11.11Severability.

In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

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SECTION 11.12Counterpart Originals.

The parties may sign any number of copies of this Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.

SECTION 11.13Table of Contents.  Headings.  Etc.

The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

SECTION 11.14Acts of Holders.

(a)Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company.  Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “ACP of Holders signing such instrument or instruments.  Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section 11.14.

(b)The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to such officer the execution thereof.  Where such execution is by a signer acting in a capacity other than such signer’s individual capacity, such certificate or affidavit shall also constitute sufficient proof of such signer’s authority.  The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient.

(c)The ownership of Notes shall be proved by the Holder list maintained under Section 2.05 hereunder.

(d)Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Note shall bind every future Holder of the same Note and the holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Note.

(e)If the Company shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company may, at its option, by

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or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall have no obligation to do so.  If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the outstanding Notes shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date.

[Signatures on following page]

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SIGNATURES

Dated as of August 18, 2010	NEW ENTERPRISE STONE & LIME CO., INC.
	By:	/s/ Paul I. Detwiler, III
		Name:	Paul I. Detwiler, III
		Title:	Executive Vice President, Chief Financial Officer and Secretary
	WELLS FARGO BANK NATIONAL ASSOCIATION, as Trustee
	By:
		Name:
		Title:

[Indenture]

Dated as of August 18, 2010	NEW ENTERPRISE STONE & LIME CO., INC.
	By:
		Name:	Paul I. Detwiler, III
		Title:	Executive Vice President, Chief Financial Officer and Secretary
	WELLS FARGO BANK NATIONAL ASSOCIATION, as Trustee
	By:	/s/ Richard Prokosch
		Name:	Richard Prokosch
		Title:	Vice President

[Indenture]

EXHIBIT A

FORM OF NOTE

(Face of 11% Senior Note)

11% Senior Notes due 2018

[Global Notes Legend]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OR TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.  OR TO SUCH OTHER ENTITY AS IS REQUIRED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO.  OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO.  OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE.

[Restricted Notes Legend]

THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.  EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.  THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (l)(a) INSIDE THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (b) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF

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REGULATION S UNDER THE SECURITIES ACT, (c) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF APPLICABLE) OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE SECURITIES LAWS OF ANY OTHER JURISDICTION (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY IF THE COMPANY SO REQUESTS), (2) TO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE.  NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY.

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[Temporary Regulation S Notes Legend]

THIS SECURITY IS A REGULATION S TEMPORARY GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE.  EXCEPT IN THE CIRCUMSTANCES DESCRIBED IN THE INDENTURE, NO TRANSFER OR EXCHANGE OF AN INTEREST IN THIS TEMPORARY GLOBAL NOTE MAY BE MADE FOR AN INTEREST IN THE RESTRICTED GLOBAL NOTE.  NO EXCHANGE OF AN INTEREST IN THIS TEMPORARY GLOBAL NOTE MAY BE MADE FOR AN INTEREST IN THE REGULATION S GLOBAL NOTE EXCEPT (A) ON OR AFTER THE TERMINATION OF THE DISTRIBUTION COMPLIANCE PERIOD (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) AND (B) UPON DELIVERY OF THE OWNER NOTES CERTIFICATION AND THE TRANSFEREE NOTES CERTIFICATION RELATING TO SUCH INTEREST IN ACCORDANCE WITH THE TERMS OF THE INDENTURE.

UNTIL 40 DAYS AFTER THE COMMENCEMENT OF THE OFFERING OF THE NOTES, AN OFFER OR SALE OF THE NOTES WITHIN THE UNITED STATES BY A DEALER (AS DEFINED IN THE SECURITIES ACT) MAY VIOLATE THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IF SUCH OFFER OR SALE IS MADE OTHERWISE THAN IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT.

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No.       CUSIP NO.

New Enterprise Stone & Lime Co., Inc.

promises to pay to Cede & Co. or registered assigns, the principal sum of         Dollars ($         ) on September 1, 2018.

Interest Payment Dates: March 1 and September 1, beginning March 1, 2011 Record Dates: February 15 and August 15

Reference is made to further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefits under the Indenture referred to on the reverese hereof or be valid or obligatory for any purpose.

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NEW ENTERPRISE STONE & LIME CO., INC.
By:
	Name:
	Title:

This is one of the 11 % Senior Notes
referred to in the within-mentioned Indenture:

Dated:

WELLS FARGO BANK, NATIONAL

ASSOCIATION, as Trustee

By:

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(Back of 11% Senior Note)

11% Senior Notes due 2018

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

(1)Interest.

(a)New Enterprise Stone & Lime Co., Inc., a Delaware corporation, or its successor (together, “NESL”), promise to pay interest on the principal amount of this 11% Senior Note at a fixed rate.  NESL will pay interest in United States dollars (except as otherwise provided herein) semiannually in arrears on March 1 and September 1, commencing on March 1, 2011 or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”).  Interest on the 11% Senior Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from August 18, 2010; provided that there is no existing Default or Event of Default in the payment of interest, and if this 11 % Senior Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date (but after August 18, 2010), interest shall accrue from such next succeeding Interest Payment Date, except in the case of the original issuance of 11% Senior Notes, in which case interest shall accrue from the date of authentication.  NESL shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to 1% per annum in excess of the then applicable interest rate on the 11% Senior Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period) at the same rate to the extent lawful.  Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months.  The interest rate on the Notes will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application.

(b)Registration Rights Agreement.  The Holder of this Note is entitled to the benefits of a Registration Rights Agreement, dated as of the Issue Date, among the Issuer, the Guarantors party thereto and Bane of America Securities LLC, as representative of the several initial purchasers.(1)

(2)Method of Payment.  NESL will pay interest on the 11% Senior Notes (except defaulted interest) on the applicable Interest Payment Date to the Persons who are registered Holders of 11% Senior Notes at the close of business on the February 15 and August 15 preceding the Interest Payment Date, even if such 11% Senior Notes are cancelled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest.  The 11% Senior Notes shall be payable as to principal, premium and interest at the office or agency of NESL maintained for such purpose, or,

(1)  To be included only in the Initial Notes on the Issue Date and any Additional Notes that bear the Restricted Notes Legend.

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at the option of NESL, payment of interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds shall be required with respect to principal of, premium, if any, and interest on, all Global Notes and all other 11% Senior Notes the Holders of which shall have provided written wire transfer instructions to NESL and the Paying Agent.  Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

Any payments of principal of this 11% Senior Note prior to Stated Maturity shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon.  The amount due and payable at the maturity of this Note shall be payable only upon presentation and surrender of this Note at an office of the Trustee or the Trustee’s agent appointed for such purposes.

(3)Paving Agent and Registrar.  Initially, Wells Fargo Bank, National Association, the Trustee under the Indenture, shall act as Paying Agent and Registrar.  NESL may change any Paying Agent or Registrar without notice to any Holder.  NESL or any of its Subsidiaries may act in any such capacity.

(4)Indenture.  NESL issued the 11% Senior Notes under an Indenture, dated as of August 18, 2010 (the “Indenture”), among New Enterprise Stone & Lime Co., Inc. and the Trustee.  The terms of the 11% Senior Notes include those stated in the Indenture and those made a part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.  Code §§ 77aaa-77bbbb) (the “TIA”).  To the extent the provisions of this 11% Senior Note are inconsistent with the provisions of the Indenture, the Indenture shall govern.  The 11% Senior Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms.  The 11% Senior Notes issued on the Issue Date are senior Obligations of NESL limited to $250,000,000 in aggregate principal amount, plus amounts, if any, sufficient to pay premium and interest on outstanding 11% Senior Notes as set forth in Paragraph 2 hereof.  The Indenture permits the issuance of Additional Notes subject to compliance with certain conditions.

The payment of principal and interest on the 11% Senior Notes is unconditionally guaranteed on a senior basis by the Guarantors.

(5)Optional Redemption.

(a)The Notes are subject to redemption, at the option of the Company, in whole or in part, at any time on or after September 1, 2014, upon not less than 30 nor more than 60 days’ notice (except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of Notes or a satisfaction and discharge of the Indenture) at the following Redemption Prices (expressed as percentages of the principal amount to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the right of Holders of record on the relevant regular record date to receive interest due on an interest payment date that is on or prior to the redemption date), if redeemed during the 12-month period beginning September 1 of the years indicated:

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Year	Redemption Price
2014	105.500	%
2015	102.750	%
2016 and thereafter	100.000	%

(b)In addition to the optional redemption of the Notes in accordance with the provisions of the preceding paragraphs, prior to September 1, 2013, the Company may, with the net proceeds of one or more Qualified Equity Offerings, redeem up to 35% of the aggregate principal amount of the outstanding Notes (which include Additional Notes, if any) at a redemption price equal to 111.000% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the date of redemption; provided that at least 65% of the principal amount of Notes originally issued under the Indenture (which include Additional Notes, if any) remains outstanding immediately after the occurrence of any such redemption (excluding Notes held by the Company or its Subsidiaries) and that any such redemption occurs within 120 days following the closing of any such Qualified Equity Offering.

(c)At any time prior to September 1, 2014, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest thereon, if any, to, but not including, the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date

(6)Mandatory Redemption.  NESL shall not be required to make mandatory redemption or sinking fund payments with respect to the 11% Senior Notes.

(7)Repurchase at Option of Holder.

(a)Upon the occurrence of a Change of Control, each Holder will have the right to require NESL to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000) of such Holder’s 11% Senior Notes pursuant to the offer described below (the “Change of Control Offer”) at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon to the date of purchase.  Within 30 days following any Change of Control, NESL will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control setting forth the procedures governing the Change of Control Offer required by the Indenture.

(b)Upon the occurrence of certain Asset Sales, the Company may be required to offer to purchase Notes.

(c)Holders of the 11% Senior Notes that are the subject of an offer to purchase will receive notice of an Offer to Purchase pursuant to an Asset Sale or a Change of Control from NESL prior to any related purchase date and may elect to have such 11% Senior

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Notes purchased by completing the form titled “Option of Holder to Elect Purchase” appearing below.

(8)Notice of Redemption.  Notice of redemption shall be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose 11% Senior Notes are to be redeemed at its registered address.  11 % Senior Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the 11% Senior Notes held by a Holder are to be redeemed.  On and after the redemption date, interest ceases to accrue on the 11% Senior Notes or portions hereof called for redemption so long as the Company timely delivers funds to the Trustee for such redemption.

(9)Denominations.  Transfer.  Exchange.  The 11 % Senior Notes are in registered form without coupons in initial denominations of $2,000 and integral multiples of $1,000.  The transfer of the 11% Senior Notes may be registered and the 11% Senior Notes may be exchanged as provided in the Indenture.  The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and NESL may require a Holder to pay any taxes and fees required by law or permitted by the Indenture.  NESL need not exchange or register the transfer of any 11% Senior Note or portion of a 11% Senior Note selected for redemption, except for the unredeemed portion of any 11% Senior Note being redeemed in part.  Also, it need not exchange or register the transfer of any 11% Senior Notes for a period of 15 days before a selection of 11% Senior Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.

(10)Persons Deemed Owners.  The registered holder of a 11% Senior Note may be treated as its owner for all purposes.

(11)Amendment.  Supplement and Waiver.  Subject to the following paragraphs, the Indenture and the 11% Senior Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding 11% Senior Notes, including, without limitation, consents obtained in connection with a purchase of or, tender offer or exchange offer for 11% Senior Notes, and any existing Default or Event of Default or compliance with any provision of the Indenture or the 11% Senior Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding 11% Senior Notes, including consents obtained in connection with a tender offer or exchange offer for 11% Senior Notes.

Without the consent of any Holders, NESL, the Guarantors, if any, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental to this Indenture for any of the following purposes:

(1)  to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company in the Indenture and in the Notes;

(2)to add to the covenants of the Company for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company;

(3)to add additional Events of Default;

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(4)to provide for uncertificated Notes in addition to or in place of the certificated Notes;

(5)to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee;

(6)to provide for or confirm the issuance of Additional Notes in accordance with the terms of this Indenture;

(7)to cure any ambiguity, to correct or supplement any provision in this Indenture which may be defective or inconsistent with any other provision in this Indenture, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such actions pursuant to this clause shall not adversely affect the interests of the Holders in any material respect, as determined in good faith by the Board of Directors of the Company; or

(8)to conform the text of the Indenture or the Notes to any provision of the “Description of Notes” in the Offering Memorandum to the extent that such provision in the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture or the Notes, as certified to the Trustee in an Officers’ Certificate delivered by the Company.

With the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes, NESL, the Guarantors, if any, and the Trustee may enter into an indenture or indentures supplemental to the Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders under the Indenture, including the definitions therein; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each outstanding Note affected thereby:

(1)change the Stated Maturity of any Note or of any installment of interest on any Note, or reduce the amount payable in respect of the principal thereof or the rate of interest thereon or any premium payable thereon, or reduce the amount that would be due and payable on acceleration of the maturity thereof, or change the place of payment where, or the coin or currency in which, any Note or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof, or change the date on which any Notes may be subject to redemption or reduce the redemption price therefor,

(2)reduce the percentage in aggregate principal amount of the outstanding Notes, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Indenture or certain defaults thereunder and their consequences) provided for in the Indenture,

(3)modify the obligations of the Company to make Offers to Purchase upon a Change of Control or from the Excess Proceeds of Asset Sales if such modification was done after the occurrence of such Change of Control or such Asset Sale,

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(4)subordinate, in right of payment, the Notes to any other Debt of the Company,

(5)modify any of the provisions of this paragraph or provisions relating to waiver of defaults or certain covenants, except to increase any such percentage required for such actions or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby, or

(6)release any Guarantees required to be maintained under the Indenture.

The Holders of not less than a majority in aggregate principal amount of the outstanding Notes may on behalf of the Holders of all the Notes waive any past default under the Indenture and its consequences, except a default:

(1)in any payment in respect of the principal of (or premium, if any) or interest on any Notes (including any Note which is required to have been purchased pursuant to an Offer to Purchase which has been made by the Company) (except that a rescission of acceleration of the Notes and a waiver of the payment default that resulted from such acceleration may be made by Holders of not less than a majority of the Notes), or

(2)in respect of a covenant or provision hereof which under the Indenture cannot be modified or amended without the consent of the Holder of each outstanding Note affected.

(12)Defaults and Remedies.  Events of Default include:

(1)default in the payment in respect of the principal of (or premium, if any, on) any Note at its maturity (whether at Stated Maturity or upon repurchase, acceleration, optional redemption or otherwise);

(2)default in the payment of any interest upon any Note when it becomes due and payable, and continuance of such default for a period of 30 days;

(3)failure by the Company to make an Offer to Purchase as required by the Indenture, and continuance of such default for a period of 30 days after receipt of written notice;

(4)failure to perform or comply with Section 5.1 of the Indenture;

(5)except as permitted herein, any Note Guarantee shall for any reason cease to be, or it shall be asserted by any Guarantor or the Company not to be, in full force and effect and enforceable in accordance with its terms;

(6)default in the performance, or breach, of any covenant or agreement of the Company or any Guarantor in the Indenture (other than a covenant or agreement a default in whose performance or whose breach is specifically dealt with in clauses (1), (2) (3), (4) or (5) above), and continuance of such default or breach for a period of 60 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the outstanding Notes; provided that in

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the case of a failure to comply with Section 4.3, such period of continuance of such default or breach shall be 120 days after written notice described in this clause (6) has been given;

(7)a default or defaults under any bonds, debentures, notes or other evidences of Debt (other than the Notes) by the Company or any Restricted Subsidiary having, individually or in the aggregate, a principal or similar amount outstanding of at least $25.0 million, whether such Debt now exists or shall hereafter be created, which default or defaults shall have resulted in the acceleration of the maturity of such Debt prior to its express maturity or shall constitute a failure to pay at least $25.0 million of such Debt when due and payable after the expiration of any applicable grace period with respect thereto;

(8)the entry against the Company or any Restricted Subsidiary of a final non-appealable judgment or judgments for the payment of money in an aggregate amount in excess of $25.0 million, by a court or courts of competent jurisdiction, which judgments remain undischarged, unwaived, unstayed, unbonded or unsatisfied for a period of 60 consecutive days and, in the event such judgment is covered by insurance, any enforcement proceeding has been commenced by any creditor upon such judgment which is not promptly stayed; or

(9) (i) the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:

(a)commences a voluntary case,

(b)consents to the entry of an order for relief against it in an involuntary case,

(c)consents to the appointment of a Custodian of it or for all or substantially all of its property,

(d)makes a general assignment for the benefit of its creditors, or

(e)generally is not paying its debts as they become due;

(f)a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(g)is for relief against the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, in an involuntary case;

(h)appoints a Custodian of the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of the Company or any of its Restricted Subsidiaries; or

(i)orders the liquidation of the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary;

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(j)and the order or decree remains unstayed and in effect for 60 consecutive days.

If an Event of Default (other than an Event of Default specified in clause (ix) above with respect to the Company) occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the outstanding Notes may declare the principal of the Notes and any accrued interest on the Notes to be due and payable immediately by a notice in writing to the Company (and to the Trustee if given by Holders); provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the outstanding Notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal of or interest on the Notes, have been cured or waived as provided in the Indenture.

In the event of a declaration of acceleration of the Notes solely because an Event of Default described in clause (vii) above has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to clause (vii) shall be remedied or cured by the Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Debt within 20 Business Days after the declaration of acceleration with respect thereto and if the rescission and annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the Trustee for the payment of amounts due on the Notes.

If an Event of Default specified in clause (9) above occurs with respect to the Company, the principal of and any accrued interest on the Notes then outstanding shall ipso facto become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.  The Trustee may withhold from Holders notice of any Default (except Default in payment of principal of, premium, if any, and interest) if the Trustee determines that withholding notice is in the interest of the Holders to do so.

(13)Trustee Dealings with NESL.  The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for NESL, the Guarantors or their respective Affiliates, and may otherwise deal with NESL, the Guarantors or their respective Affiliates, as if it were not the Trustee.

(14)No Recourse Against Others.  No director, officer, employee, stockholder, general or limited partner or incorporator, past, present or future, of the Company or any of its Subsidiaries, as such or in such capacity, shall have any personal liability for any obligations of the Company under the Notes, any Note Guarantee or the Indenture by reason of his, her or its status as such director, officer, employee, stockholder, general or limited partner or incorporator.

(15)Authentication.  This 11% Senior Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

(16)Abbreviations.  Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TENENT (= tenants by the

A-13

entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

(17)CUSIP Numbers.  Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the 11% Senior Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to the Holders.  No representation is made as to the accuracy of such numbers either as printed on the 11% Senior Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

NESL shall furnish to any Holder upon written request and without charge a copy of the Indenture.  Requests may be made to:

New Enterprise Stone & Lime Co., Inc.
3912 Brumbauch Road
P.O.  Box 77
New Enterprise, PA 16664
Facsimile: (814)766-0219
Attention: Paul Detwiler III

A-14

ASSIGNMENT FORM

To assign this 11% Senior Note, fill in the form below: (I) or (we) assign and transfer this 11% Senior Note to

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint

to transfer this 11% Senior Note on the books of NESL.  The agent may substitute another to act for him.

Date:

Your Signature:
	(Sign exactly as your name appears on the face of this 11% Senior Note) Signature guarantee:

A-15

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this 11 % Senior Note purchased by NESL pursuant to Section 4.10 or 4.13 of the Indenture, check the box below:

o Section 4.10 o Section 4.13

If you want to elect to have only part of the 11% Senior Note purchased by NESL pursuant to Section 4.10 or Section 4.13 of the Indenture, state the amount you elect to have purchased: $

Date:	Your Signature:
	(Sign exactly as your name appears on the 11% Senior Note)

Tax Identification No.:

Signature guarantee:

A-16

CERTIFICATE TO BE DELIVERED UPON
EXCHANGE OF TRANSFER RESTRICTED NOTES

New Enterprise Stone & Lime Co., Inc.
3912 Brumbauch Road
P.O.  Box 77
New Enterprise, PA 16664
Facsimile: (814)766-0219
Attention: Paul Detwiler III

Wells Fargo Bank, National Association
MACN9311-110
625 Marquette Avenue
Minneapolis, MN 55479
Attention: New Enterprise Stone & Lime Administrator

Re: CUSIP#

Reference is hereby made to that certain Indenture dated August 18, 2010 (the “Indenture”) among New Enterprise Stone & Lime Co., Inc. (“NESL”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”).  Capitalized terms used but not defined herein shall have the meanings set forth in the Indenture.

This certificate relates to $     principal amount of Notes held in (check applicable space) book-entry or definitive form by the undersigned.

The undersigned (transferor) (check one box below):

o hereby requests the Registrar to deliver in exchange for its beneficial interest in the Global Note held by the Depository a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above), in accordance with Section 2.6 of the Indenture;

o hereby requests the Trustee to exchange a Note or Notes to (transferee).

In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the periods referred to in Rule 144(k) under the Securities Act of 1933, as amended, the undersigned confirms that such Notes are being transferred in accordance with its terms:

CHECK ONE BOX BELOW:

(1)	o	to NESL or any of its subsidiaries; or
(2)	o	inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended) that purchases for its own

A-17

		account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A under the Securities Act of 1933, as amended, in each case pursuant to and in compliance with Rule 144A thereunder; or
(3)	o	outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act of 1933, as amended, in compliance with Rule 904 thereunder.

Unless one of the boxes is checked, the Registrar will refuse to register any of the Notes evidenced by this certificate in the name of any person other than the registered holder thereof.

Signature

Signature Guarantee:

(Signature must be guaranteed by a participant in a recognized signature guarantee medallion program)

TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED.

The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 193 3, as amended (“Rule 144A”), and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.

[Name of Transferee]

Dated:
	NOTICE: To be executed by an executive officer

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SCHEDULE OF EXCHANGES OF 11% SENIOR NOTES

The following exchanges of a part of this Global Note for other 11% Senior Notes have been made:

Date of
Exchange Amount
of
Decrease
in
Principal
Amount
of this
Global
Note Amount
of
Increase
in
Principal
Amount
of this
Global
Note Principal
Amount
of this
Global
Note
Following
Such
Decrease
(or
Increase) Signature
of
Authorized
Officer of
Trustee or
11%
Senior
Note
Custodian

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EXHIBIT B

FORM OF NOTATION OF NOTE GUARANTEE

The Guarantor listed below (hereinafter referred to as the “Guarantor” which term includes any successors or assigns under that certain Indenture, dated as of August 18, 2010, by and among New Enterprise Stone & Lime Co., Inc. (“NESL”) and the Trustee (as amended and supplemented from time to time, the “Indenture”) and any additional Guarantors), has guaranteed the Notes and the obligations of NESL under the Indenture, which include (i) the due and punctual payment of the principal of, premium, if any, and interest on the 11% Senior Notes due 2018 (the “Notes”) of New Enterprise Stone & Lime Co., Inc., a Delaware corporation, whether at stated maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal and premium, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes, and the due and punctual performance of all other obligations of NESL to the Holders or the Trustee all in accordance with the terms set forth in Article X of the Indenture, (ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise, and (iii) the payment of any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Note Guarantee or the Indenture.

The obligations of each Guarantor to the Holders and to the Trustee pursuant to this Note Guarantee and the Indenture are expressly set forth in Article X of the Indenture and reference is hereby made to such Indenture for the precise terms of this Note Guarantee.

No stockholder, employee, officer, director or incorporator, as such, past, present or future of each Guarantor shall have any liability under this Note Guarantee by reason of his or its status as such stockholder, employee, officer, director or incorporator.

This is a continuing Note Guarantee and shall remain in full force and effect and shall be binding upon each Guarantor and its successors and assigns until full and final payment of all of NESL’s obligations under the Notes and Indenture or until released in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders, and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof.  This is a Note Guarantee of payment and not of collectibility.

This Note Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Note Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers.  The Obligations of each Guarantor under its Note Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law.

THE TERMS OF ARTICLE X OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE.

B-1

Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated.

Dated as of

[NAME OF GUARANTOR]
By:
	Name:
	Title:

(SEAL)

B-2

EXHIBIT C

[FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO RULE 144A]

New Enterprise Stone & Lime Co., Inc.

3912 Brumbauch Road

P.O.  Box 77

New Enterprise, PA 16664

Facsimile: (814)766-0219

Attention: Paul Detwiler III

Wells Fargo Bank, National Association

MACN9311-110

625 Marquette Avenue

Minneapolis, MN 55479

Attention: New Enterprise Stone & Lime Administrator

Re:	New Enterprise Stone & Lime Co., Inc. (“NESL”)
	11% Senior Notes due 2018 (the “Notes”)

Ladies and Gentlemen:

In connection with our proposed sale of $     aggregate principal amount at maturity of the Notes, we hereby certify that such transfer is being effected pursuant to and in accordance with Rule 144A (“Rule 144A”) under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we hereby further certify that the Notes are being transferred to a person that we reasonably believe is purchasing the Notes for its own account, or for one or more accounts with respect to which such person exercises sole investment discretion, and such person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144 A and such Notes are being transferred in compliance with any applicable blue sky securities laws of any state of the United States.

You and NESL are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.

Very truly yours,
[Name of Transferor]
By:
	Authorized Signature

C-1

EXHIBIT D

[FORM OF CERTIFICATE TO BE DELIVERED
IN CONNECTION WITH TRANSFERS
PURSUANT TO REGULATIONS]

New Enterprise Stone & Lime Co., Inc.

3912 Brumbauch Road

P.O.  Box 77

New Enterprise, PA 16664

Facsimile: (814)766-0219

Attention: Paul Detwiler III

Wells Fargo Bank, National Association

MACN9311-110

625 Marquette Avenue

Minneapolis, MN 55479

Attention: New Enterprise Stone & Lime Administrator

Re:	New Enterprise Stone & Lime Co., Inc. (“NESL”)
	11% Senior Notes due 2018 (the “Notes”)

Ladies and Gentlemen:

In connection with our proposed sale of $                     aggregate principal amount of the Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the U.S.  Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:

(1)the offer of the Notes was not made to a person in the United States;

(2)either (a) at the time the buy order was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed that the transferee was outside the United States or (b) the transaction was executed in, on or through the facilities of a designated off-shore securities market and neither we nor any person acting on our behalf knows that the transaction has been pre-arranged with a buyer in the United States;

(3)no directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable; and

(4)the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.

In addition, if the sale is made during a restricted period and the provisions of Rule 903(c)(3) or Rule 904(c)(l) of Regulation S are applicable thereto, we confirm that such sale has been made in accordance with the applicable provisions of Rule 903(c)(3) or Rule 904(c)(l), as the case may be.

D-1

NESL and you are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.  Terms used in this certificate have the meanings set forth in Regulation S.

Very truly yours,
[Name of Transferor]
By:
	Authorized Signature

D-2

EX-4.2

Exhibit 4.2

TEMPORARY REGULATION S GLOBAL NOTE

(Face of 11% Senior Note)

11% Senior Notes due 2018

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OR TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.  OR TO SUCH OTHER ENTITY AS IS REQUIRED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO.  OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO.  OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE.

THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.  EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.  THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (l)(a) INSIDE THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (b) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (c) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF APPLICABLE) OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE SECURITIES LAWS OF ANY OTHER JURISDICTION (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY IF THE COMPANY SO REQUESTS), (2) TO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE.  NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY.

THIS SECURITY IS A REGULATION S TEMPORARY GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE.  EXCEPT IN THE CIRCUMSTANCES DESCRIBED IN THE INDENTURE, NO TRANSFER OR EXCHANGE OF AN INTEREST IN THIS TEMPORARY GLOBAL NOTE MAY BE MADE FOR AN INTEREST IN THE RESTRICTED GLOBAL NOTE.  NO EXCHANGE OF AN INTEREST IN THIS TEMPORARY GLOBAL NOTE MAY BE MADE FOR AN INTEREST IN THE REGULATION S GLOBAL

NOTE EXCEPT (A) ON OR AFTER THE TERMINATION OF THE DISTRIBUTION COMPLIANCE PERIOD (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) AND (B) UPON DELIVERY OF THE OWNER NOTES CERTIFICATION AND THE TRANSFEREE NOTES CERTIFICATION RELATING TO SUCH INTEREST IN ACCORDANCE WITH THE TERMS OF THE INDENTURE.

UNTIL 40 DAYS AFTER THE COMMENCEMENT OF THE OFFERING OF THE NOTES, AN OFFER OR SALE OF THE NOTES WITHIN THE UNITED STATES BY A DEALER (AS DEFINED IN THE SECURITIES ACT) MAY VIOLATE THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IF SUCH OFFER OR SALE IS MADE OTHERWISE THAN IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT.

2

No.  S-l	CUSIP NO. U64159 AA1
	ISIN NO. USU64159AA14

New Enterprise Stone & Lime Co., Inc.

promises to pay to Cede & Co. or registered assigns, the principal sum of TWO MILLION, TWO HUNDRED THOUSAND Dollars ($2,200,000) on September 1, 2018.

Interest Payment Dates: March 1 and September 1, beginning March 1, 2011

Record Dates: February 15 and August 15

Reference is made to further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefits under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.

3

NEW ENTERPRISE STONE & LIME CO., INC.
By:	/s/ Paul I. Detwiler, III
	Name: Paul I. Detwiler, III
	Title: Exec. Vice President

4

This is one of the 11 % Senior Notes
referred to in the within-mentioned Indenture:

Dated: August 18, 2010
WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Trustee
By:	/s/

5

(Back of 11% Senior Note)

11% Senior Notes due 2018

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

(1)Interest.

(a)New Enterprise Stone & Lime Co., Inc., a Delaware corporation, or its successor (together, “NESL”), promise to pay interest on the principal amount of this 11% Senior Note at a fixed rate.  NESL will pay interest in United States dollars (except as otherwise provided herein) semiannually in arrears on March 1 and September 1, commencing on March 1, 2011 or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”).  Interest on the 11% Senior Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from August 18, 2010; provide ‘that if there is no existing Default or Event of Default in the payment of interest, and if this 11 % Senior Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date (but after August 18, 2010), interest shall accrue from such next succeeding Interest Payment Date, except in the case of the original issuance of 11% Senior Notes, in which case interest shall accrue from the date of authentication.  NESL shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to \%per annum in excess of the then applicable interest rate on the 11% Senior Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period) at the same rate to the extent lawful.  Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months.  The interest rate on the Notes will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application.

(b)Registration Rights Agreement.  The Holder of this Note is entitled to the benefits of a Registration Rights Agreement, dated as of the Issue Date, among the Issuer, the Guarantors party thereto and Bane of America Securities LLC, as representative of the several initial purchasers.

(2)Method of Payment.  NESL will pay interest on the 11% Senior Notes (except defaulted interest) on the applicable Interest Payment Date to the Persons who are registered Holders of 11% Senior Notes at the close of business on the February 15 and August 15 preceding the Interest Payment Date, even if such 11% Senior Notes are cancelled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest.  The 11% Senior Notes shall be payable as to principal, premium and interest at the office or agency of NESL maintained for such purpose, or, at the option of NESL, payment of interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds shall be required with respect to principal of, premium, if any, and interest on, all Global Notes and all other 11% Senior Notes the Holders of which shall have provided written wire transfer instructions to NESL and the Paying Agent.  Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

Any payments of principal of this 11% Senior Note prior to Stated Maturity shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon.  The amount due and payable at the maturity of this Note shall be payable only upon presentation and surrender of this Note at an office of the Trustee or the Trustee’s agent appointed for such purposes.

(3)Paying Agent and Registrar.  Initially, Wells Fargo Bank, National Association, the Trustee under the Indenture, shall act as Paying Agent and Registrar.  NESL may change any Paying Agent or Registrar without notice to any Holder.  NESL or any of its Subsidiaries may act in any such capacity.

(4)Indenture.  NESL issued the 11% Senior Notes under an Indenture, dated as of August 18, 2010 (the “Indenture”), among New Enterprise Stone & Lime Co., Inc. and the Trustee.  The terms of the 11% Senior Notes

6

include those stated in the Indenture and those made a part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.  Code §§ 77aaa-77bbbb) (the “TIA”).  To the extent the provisions of this 11% Senior Note are inconsistent with the provisions of the Indenture, the Indenture shall govern.  The 11% Senior Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms.  The 11% Senior Notes issued on the Issue Date are senior Obligations of NESL limited to $250,000,000 in aggregate principal amount, plus amounts, if any, sufficient to pay premium and interest on outstanding 11% Senior Notes as set forth in Paragraph 2 hereof.  The Indenture permits the issuance of Additional Notes subject to compliance with certain conditions.

The payment of principal and interest on the 11% Senior Notes is unconditionally guaranteed on a senior basis by the Guarantors.

(5)Optional Redemption.

(a)The Notes are subject to redemption, at the option of the Company, in whole or in part, at any time on or after September 1, 2014, upon not less than 30 nor more than 60 days’ notice (except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of Notes or a satisfaction and discharge of the Indenture) at the following Redemption Prices (expressed as percentages of the principal amount to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the right of Holders of record on the relevant regular record date to receive interest due on an interest payment date that is on or prior to the redemption date), if redeemed during the 12-month period beginning September 1 of the years indicated:

Year	Redemption Price
2014	105.500	%
2015	102.750	%
2016 and thereafter	100.000	%

(b)In addition to the optional redemption of the Notes in accordance with the provisions of the preceding paragraphs, prior to September 1, 2013, the Company may, with the net proceeds of one or more Qualified Equity Offerings, redeem up to 35% of the aggregate principal amount of the outstanding Notes (which include Additional Notes, if any) at a redemption price equal to 111.000% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the date of redemption; provided that at least 65% of the principal amount of Notes originally issued under the Indenture (which include Additional Notes, if any) remains outstanding immediately after the occurrence of any such redemption (excluding Notes held by the Company or its Subsidiaries) and that any such redemption occurs within 120 days following the closing of any such Qualified Equity Offering.

(c)At any time prior to September 1, 2014, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest thereon, if any, to, but not including, the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date

(6)Mandatory Redemption.  NESL shall not be required to make mandatory redemption or sinking fund payments with respect to the 11% Senior Notes.

(7)Repurchase at Option of Holder.

(a)Upon the occurrence of a Change of Control, each Holder will have the right to require NESL to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000) of such Holder’s 11% Senior Notes pursuant to the offer described below (the “Change of Control Offer”) at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon to the date of purchase.  Within 30 days following any Change of Control, NESL will mail a notice to each Holder describing the transaction or transactions

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that constitute the Change of Control setting forth the procedures governing the Change of Control Offer required by the Indenture.

(b)Upon the occurrence of certain Asset Sales, the Company may be required to offer to purchase Notes.

(c)Holders of the 11% Senior Notes that are the subject of an offer to purchase will receive notice of an Offer to Purchase pursuant to an Asset Sale or a Change of Control from NESL prior to any related purchase date and may elect to have such 11% Senior Notes purchased by completing the form titled “Option of Holder to Elect Purchase” appearing below.

(8)Notice of Redemption.  Notice of redemption shall be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose 11% Senior Notes are to be redeemed at its registered address. 11% Senior Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the 11% Senior Notes held by a Holder are to be redeemed.  On and after the redemption date, interest ceases to accrue on the 11% Senior Notes or portions hereof called for redemption so long as the Company timely delivers funds to the Trustee for such redemption.

(9)Denominations, Transfer, Exchange.  The 11% Senior Notes are in registered form without coupons in initial denominations of $2,000 and integral multiples of $1,000.  The transfer of the 11% Senior Notes may be registered and the 11% Senior Notes may be exchanged as provided in the Indenture.  The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and NESL may require a Holder to pay any taxes and fees required by law or permitted by the Indenture.  NESL need not exchange or register the transfer of any 11% Senior Note or portion of a 11% Senior Note selected for redemption, except for the unredeemed portion of any 11% Senior Note being redeemed in part.  Also, it need not exchange or register the transfer of any 11% Senior Notes for a period of 15 days before a selection of 11% Senior Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.

(10)Persons Deemed Owners.  The registered holder of a 11% Senior Note may be treated as its owner for all purposes.

(11)Amendment, Supplement and Waiver.  Subject to the following paragraphs, the Indenture and the 11% Senior Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding 11% Senior Notes, including, without limitation, consents obtained in connection with a purchase of or, tender offer or exchange offer for 11% Senior Notes, and any existing Default or Event of Default or compliance with any provision of the Indenture or the 11% Senior Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding 11% Senior Notes, including consents obtained in connection with a tender offer or exchange offer for 11% Senior Notes.

Without the consent of any Holders, NESL, the Guarantors, if any, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental to this Indenture for any of the following purposes:

(1)to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company in the Indenture and in the Notes;

(2)to add to the covenants of the Company for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company;

(3)to add additional Events of Default;

(4)to provide for uncertificated Notes in addition to or in place of the certificated Notes;

(5)to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee;

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(6)to provide for or confirm the issuance of Additional Notes in accordance with the terms of this Indenture;

(7)to cure any ambiguity, to correct or supplement any provision in this Indenture which may be defective or inconsistent with any other provision in this Indenture, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such actions pursuant to this clause shall not adversely affect the interests of the Holders in any material respect, as determined in good faith by the Board of Directors of the Company; or

(8)to conform the text of the Indenture or the Notes to any provision of the “Description of Notes” in the Offering Memorandum to the extent that such provision in the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture or the Notes, as certified to the Trustee in an Officers’ Certificate delivered by the Company.

With the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes, NESL, the Guarantors, if any, and the Trustee may enter into an indenture or indentures supplemental to the Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders under the Indenture, including the definitions therein; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each outstanding Note affected thereby:

(1)change the Stated Maturity of any Note or of any installment of interest on any Note, or reduce the amount payable in respect of the principal thereof or the rate of interest thereon or any premium payable thereon, or reduce the amount that would be due and payable on acceleration of the maturity thereof, or change the place of payment where, or the coin or currency in which, any Note or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof, or change the date on which any Notes may be subject to redemption or reduce the redemption price therefor,

(2)reduce the percentage in aggregate principal amount of the outstanding Notes, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Indenture or certain defaults thereunder and their consequences) provided for in the Indenture,

(3)modify the obligations of the Company to make Offers to Purchase upon a Change of Control or from the Excess Proceeds of Asset Sales if such modification was done after the occurrence of such Change of Control or such Asset Sale,

(4)subordinate, in right of payment, the Notes to any other Debt of the Company,

(5)modify any of the provisions of this paragraph or provisions relating to waiver of defaults or certain covenants, except to increase any such percentage required for such actions or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby, or

(6)release any Guarantees required to be maintained under the Indenture.

The Holders of not less than a majority in aggregate principal amount of the outstanding Notes may on behalf of the Holders of all the Notes waive any past default under the Indenture and its consequences, except a default:

(1)in any payment in respect of the principal of (or premium, if any) or interest on any Notes (including any Note which is required to have been purchased pursuant to an Offer to Purchase which has been made by the Company) (except that a rescission of acceleration of the Notes and a waiver of the payment default that resulted from such acceleration may be made by Holders of not less than a majority of the Notes), or

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(2)in respect of a covenant or provision hereof which under the Indenture cannot be modified or amended without the consent of the Holder of each outstanding Note affected.

(12)Defaults and Remedies.  Events of Default include:

(1)default in the payment in respect of the principal of (or premium, if any, on) any Note at its maturity (whether at Stated Maturity or upon repurchase, acceleration, optional redemption or otherwise);

(2)default in the payment of any interest upon any Note when it becomes due and payable, and continuance of such default for a period of 30 days;

(3)failure by the Company to make an Offer to Purchase as required by the Indenture, and continuance of such default for a period of 30 days after receipt of written notice;

(4)failure to perform or comply with Section 5.1 of the Indenture;

(5)except as permitted herein, any Note Guarantee shall for any reason cease to be, or it shall be asserted by any Guarantor or the Company not to be, in full force and effect and enforceable in accordance with its terms;

(6)default in the performance, or breach, of any covenant or agreement of the Company or any Guarantor in the Indenture (other than a covenant or agreement a default in whose performance or whose breach is specifically dealt with in clauses (1), (2) (3), (4) or (5) above), and continuance of such default or breach for a period of 60 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the outstanding Notes; provided that in the case of a failure to comply with Section 4.3, such period of continuance of such default or breach shall be 120 days after written notice described in this clause (6) has been given;

(7)a default or defaults under any bonds, debentures, notes or other evidences of Debt (other than the Notes) by the Company or any Restricted Subsidiary having, individually or in the aggregate, a principal or similar amount outstanding of at least $25.0 million, whether such Debt now exists or shall hereafter be created, which default or defaults shall have resulted in the acceleration of the maturity of such Debt prior to its express maturity or shall constitute a failure to pay at least $25.0 million of such Debt when due and payable after the expiration of any applicable grace period with respect thereto;

(8)the entry against the Company or any Restricted Subsidiary of a final non-appealable judgment or judgments for the payment of money in an aggregate amount in excess of $25.0 million, by a court or courts of competent jurisdiction, which judgments remain undischarged, unwaived, unstayed, unbonded or unsatisfied for a period of 60 consecutive days and, in the event such judgment is covered by insurance, any enforcement proceeding has been commenced by any creditor upon such judgment which is not promptly stayed; or

(9)(i)the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:

(a)commences a voluntary case,

(b)consents to the entry of an order for relief against it in an involuntary case,

(c)consents to the appointment of a Custodian of it or for all or substantially all of its property,

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(d)makes a general assignment for the benefit of its creditors, or

(e)generally is not paying its debts as they become due;

(ii)a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(a)is for relief against the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, in an involuntary case;

(b)appoints a Custodian of the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of the Company or any of its Restricted Subsidiaries; or

(c)orders the liquidation of the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary;

and the order or decree remains unstayed and in effect for 60 consecutive days.

If an Event of Default (other than an Event of Default specified in clause (ix) above with respect to the Company) occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the outstanding Notes may declare the principal of the Notes and any accrued interest on the Notes to be due and payable immediately by a notice in writing to the Company (and to the Trustee if given by Holders); provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the outstanding Notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal of or interest on the Notes, have been cured or waived as provided in the Indenture.

In the event of a declaration of acceleration of the Notes solely because an Event of Default described in clause (vii) above has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to clause (vii) shall be remedied or cured by the Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Debt within 20 Business Days after the declaration of acceleration with respect thereto and if the rescission and annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the Trustee for the payment of amounts due on the Notes.

If an Event of Default specified in clause (9) above occurs with respect to the Company, the principal of and any accrued interest on the Notes then outstanding shall ipso facto become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.  The Trustee may withhold from Holders notice of any Default (except Default in payment of principal of, premium, if any, and interest) if the Trustee determines that withholding notice is in the interest of the Holders to do so.

(13)Trustee Dealings with NESL.  The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for NESL, the Guarantors or their respective Affiliates, and may otherwise deal with NESL, the Guarantors or their respective Affiliates, as if it were not the Trustee.

(14)No Recourse Against Others.  No director, officer, employee, stockholder, general or limited partner or incorporator, past, present or future, of the Company or any of its Subsidiaries, as such or in such capacity, shall have any personal liability for any obligations of the Company under the Notes, any Note Guarantee or the Indenture by reason of his, her or its status as such director, officer, employee, stockholder, general or limited partner or incorporator.

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(15)Authentication.  This 11% Senior Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

(16)Abbreviations.  Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

(17)CUSIP Numbers.  Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the 11% Senior Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to the Holders.  No representation is made as to the accuracy of such numbers either as printed on the 11% Senior Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

NESL shall furnish to any Holder upon written request and without charge a copy of the Indenture.  Requests may be made to:

New Enterprise Stone & Lime Co., Inc.
3912 Brumbauch Road
P.O. Box 77
New Enterprise, PA 16664
Facsimile: (814)766-0219
Attention: Paul Detwiler III

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ASSIGNMENT FORM

To assign this 11% Senior Note, fill in the form below: (I) or (we) assign and transfer this 11% Senior Note to

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint

to transfer this 11% Senior Note on the books of NESL.  The agent may substitute another to act for him.

Date:
	Your Signature:
	(Sign exactly as your name appears on the face of this 11% Senior Note)
Signature guarantee:

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OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this 11% Senior Note purchased by NESL pursuant to Section 4.10 or 4.13 of the Indenture, check the box below:

o  Section 4.10 o  Section 4.13

If you want to elect to have only part of the 11% Senior Note purchased by NESL pursuant to Section 4.10 or Section 4.13 of the Indenture, state the amount you elect to have purchased: $          

Date:	Your Signature:
		(Sign exactly as your name appears on the
		11% Senior Note)
Tax Identification No.:
Signature guarantee:

14

CERTIFICATE TO BE DELIVERED UPON
EXCHANGE OF TRANSFER RESTRICTED NOTES

New Enterprise Stone & Lime Co., Inc.
3912 Brumbauch Road
P.O. Box 77
New Enterprise, PA 16664
Facsimile: (814)766-0219
Attention:  Paul Detwiler III

Wells Fargo Bank, National Association
MACN9311-110
625 Marquette Avenue
Minneapolis, MN 55479
Attention:  New Enterprise Stone & Lime Administrator

Re:CUSIP#             

Reference is hereby made to that certain Indenture dated August 18, 2010 (the “Indenture”) among New Enterprise Stone & Lime Co., Inc. (“NESL”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”).  Capitalized terms used but not defined herein shall have the meanings set forth in the Indenture.

This certificate relates to $                 principal amount of Notes held in (check applicable space)             book-entry or                  definitive form by the undersigned.

The undersigned(transferor) (check one box below):

ohereby requests the Registrar to deliver in exchange for its beneficial interest in the Global Note held by the Depository a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above), in accordance with Section 2.6 of the Indenture;

ohereby requests the Trustee to exchange a Note or Notes to(transferee).

In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the periods referred to in Rule 144(k) under the Securities Act of 1933, as amended, the undersigned confirms that such Notes are being transferred in accordance with its terms:

CHECK ONE BOX BELOW:

(1)oto NESL or any of its subsidiaries; or

(2)oinside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A under the Securities Act of 1933, as amended, in each case pursuant to and in compliance with Rule 144A thereunder; or

(3)ooutside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act of 1933, as amended, in compliance with Rule 904 thereunder.

Unless one of the boxes is checked, the Registrar will refuse to register any of the Notes evidenced by this certificate in the name of any person other than the registered holder thereof.

Signature

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Signature Guarantee:
	(Signature must be guaranteed by a participant in a recognized signature guarantee medallion program)

TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED.

The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”), and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.

	[Name of Transferee]
Dated:
	NOTICE: To be executed by an executive officer

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SCHEDULE OF EXCHANGES OF 11% SENIOR NOTES

The following exchanges of a part of this Global Note for other 11% Senior Notes have been made:

Date of Exchange Amount of Decrease
in Principal Amount
of this Global Note Amount of Increase
in Principal Amount
of this Global Note Principal Amount of
this Global Note
Following Such
Decrease (or
Increase) Signature of
Authorized Officer
of Trustee or 11%
Senior Note
Custodian

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144A GLOBAL NOTE

(Face of 11% Senior Note)

11% Senior Notes due 2018

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OR TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.  OR TO SUCH OTHER ENTITY AS IS REQUIRED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO.  OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE.

THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.  EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.  THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)(a) INSIDE THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (b) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (c) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF APPLICABLE) OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE SECURITIES LAWS OF ANY OTHER JURISDICTION (AND BASED UPON AN

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OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY IF THE COMPANY SO REQUESTS), (2) TO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE.  NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY.

11% SENIOR NOTES DUE 2018

No. 1	CUSIP NO. 644274 AA0
	ISIN No.  US644274AA02

New Enterprise Stone & Lime Co., Inc.

Promises to pay to Cede & Co. or registered assigns, the principal sum of TWO HUNDRED FORTY SEVEN MILLION, EIGHT HUNDRED THOUSAND Dollars ($247,800,000) on September 1, 2018.

Interest Payment Dates: March 1 and September 1, beginning March 1, 2011

Record Dates: February 15 and August 15

Reference is made to further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefits under the Indenture referred to on the reverese hereof or be valid or obligatory for any purpose.

NEW ENTERPRISE STONE & LIME CO., INC.
By:	/s/
	Name:
	Title: Exec. Vice President

This is one of the 11% Senior Notes
referred to in the within-mentioned Indenture:

Dated:	August 18, 2010
WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Trustee
By:	/s/

(Back of 11% Senior Note)

11% Senior Notes due 2018

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

(1)Interest.

(a)New Enterprise Stone & Lime Co., Inc., a Delaware corporation, or its successor (together, “NESL”), promise to pay interest on the principal amount of this 11% Senior Note at a fixed rate.  NESL will pay interest in United States dollars (except as otherwise provided herein) semiannually in arrears on March 1 and September 1, commencing on March 1, 2011 or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”).  Interest on the 11% Senior Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from August 18, 2010; provided that if there is no existing Default or Event of Default in the payment of interest, and if this 11 % Senior Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date (but after August 18, 2010), interest shall accrue from such next succeeding Interest Payment Date, except in the case of the original issuance of 11% Senior Notes, in which case interest shall accrue from the date of authentication.  NESL shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to 1% per annum in excess of the then applicable interest rate on the 11% Senior Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period) at the same rate to the extent lawful.  Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months.  The interest rate on the Notes will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application.

(b)Registration Rights Agreement.  The Holder of this Note is entitled to the benefits of a Registration Rights Agreement, dated as of the Issue Date, among the Issuer, the Guarantors party thereto and Banc of America Securities LLC, as representative of the several initial purchasers.

(2)Method of Payment.  NESL will pay interest on the 11% Senior Notes (except defaulted interest) on the applicable Interest Payment Date to the Persons who are registered Holders of 11% Senior Notes at the close of business on the February 15 and August 15 preceding the Interest Payment Date, even if such 11% Senior Notes are cancelled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest.  The 11% Senior Notes shall be payable as to principal, premium and interest at the office or agency of NESL maintained for such purpose, or, at the option of NESL, payment of interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds shall be required with respect to principal of, premium, if any, and interest on, all Global Notes and all other 11% Senior Notes the Holders of which shall have provided written wire transfer instructions to NESL and the Paying Agent.  Such payment shall

1

be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

Any payments of principal of this 11% Senior Note prior to Stated Maturity shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon.  The amount due and payable at the maturity of this Note shall be payable only upon presentation and surrender of this Note at an office of the Trustee or the Trustee’s agent appointed for such purposes.

(3)Paying Agent and Registrar.  Initially, Wells Fargo Bank, National Association, the Trustee under the Indenture, shall act as Paying Agent and Registrar.  NESL may change any Paying Agent or Registrar without notice to any Holder.  NESL or any of its Subsidiaries may act in any such capacity.

(4)Indenture.  NESL issued the 11% Senior Notes under an Indenture, dated as of August 18, 2010 (the “Indenture”), among New Enterprise Stone & Lime Co., Inc. and the Trustee.  The terms of the 11% Senior Notes include those stated in the Indenture and those made a part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.  Code §§ 77aaa-77bbbb) (the “TIA”).  To the extent the provisions of this 11% Senior Note are inconsistent with the provisions of the Indenture, the Indenture shall govern.  The 11% Senior Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms.  The 11% Senior Notes issued on the Issue Date are senior Obligations of NESL limited to $250,000,000 in aggregate principal amount, plus amounts, if any, sufficient to pay premium and interest on outstanding 11% Senior Notes as set forth in Paragraph 2 hereof.  The Indenture permits the issuance of Additional Notes subject to compliance with certain conditions.

The payment of principal and interest on the 11% Senior Notes is unconditionally guaranteed on a senior basis by the Guarantors.

(5)Optional Redemption.

(a)The Notes are subject to redemption, at the option of the Company, in whole or in part, at any time on or after September 1, 2014, upon not less than 30 nor more than 60 days’ notice (except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of Notes or a satisfaction and discharge of the Indenture) at the following Redemption Prices (expressed as percentages of the principal amount to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the right of Holders of record on the relevant regular record date to receive interest due on an interest payment date that is on or prior to the redemption date), if redeemed during the 12-month period beginning September 1 of the years indicated:

Year	Redemption Price
2014	105.500	%
2015	102.750	%
2016 and thereafter	100.000	%

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(b)In addition to the optional redemption of the Notes in accordance with the provisions of the preceding paragraphs, prior to September 1, 2013, the Company may, with the net proceeds of one or more Qualified Equity Offerings, redeem up to 35% of the aggregate principal amount of the outstanding Notes (which include Additional Notes, if any) at a redemption price equal to 111.000% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the date of redemption; provided that at least 65% of the principal amount of Notes originally issued under the Indenture (which include Additional Notes, if any) remains outstanding immediately after the occurrence of any such redemption (excluding Notes held by the Company or its Subsidiaries) and that any such redemption occurs within 120 days following the closing of any such Qualified Equity Offering.

(c)At any time prior to September 1, 2014, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest thereon, if any, to, but not including, the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date

(6)Mandatory Redemption.  NESL shall not be required to make mandatory redemption or sinking fund payments with respect to the 11% Senior Notes.

(7)Repurchase at Option of Holder.

(a)Upon the occurrence of a Change of Control, each Holder will have the right to require NESL to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000) of such Holder’s 11% Senior Notes pursuant to the offer described below (the “Change of Control Offer”) at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon to the date of purchase.  Within 30 days following any Change of Control, NESL will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control setting forth the procedures governing the Change of Control Offer required by the Indenture.

(b)Upon the occurrence of certain Asset Sales, the Company may be required to offer to purchase Notes.

(c)Holders of the 11% Senior Notes that are the subject of an offer to purchase will receive notice of an Offer to Purchase pursuant to an Asset Sale or a Change of Control from NESL prior to any related purchase date and may elect to have such 11% Senior Notes purchased by completing the form titled “Option of Holder to Elect Purchase” appearing below.

(8)Notice of Redemption.  Notice of redemption shall be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose 11% Senior Notes are to be redeemed at its registered address. 11% Senior Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the 11% Senior Notes held by a Holder are to be redeemed.  On and after the redemption date, interest ceases to accrue

3

on the 11% Senior Notes or portions hereof called for redemption so long as the Company timely delivers funds to the Trustee for such redemption.

(9)Denominations, Transfer, Exchange.  The 11% Senior Notes are in registered form without coupons in initial denominations of $2,000 and integral multiples of $1,000.  The transfer of the 11% Senior Notes may be registered and the 11% Senior Notes may be exchanged as provided in the Indenture.  The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and NESL may require a Holder to pay any taxes and fees required by law or permitted by the Indenture.  NESL need not exchange or register the transfer of any 11% Senior Note or portion of a 11% Senior Note selected for redemption, except for the unredeemed portion of any 11% Senior Note being redeemed in part.  Also, it need not exchange or register the transfer of any 11% Senior Notes for a period of 15 days before a selection of 11% Senior Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.

(10)Persons Deemed Owners.  The registered holder of a 11% Senior Note may be treated as its owner for all purposes.

(11)Amendment, Supplement and Waiver.  Subject to the following paragraphs, the Indenture and the 11% Senior Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding 11% Senior Notes, including, without limitation, consents obtained in connection with a purchase of or, tender offer or exchange offer for 11% Senior Notes, and any existing Default or Event of Default or compliance with any provision of the Indenture or the 11% Senior Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding 11% Senior Notes, including consents obtained in connection with a tender offer or exchange offer for 11% Senior Notes.

Without the consent of any Holders, NESL, the Guarantors, if any, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental to this Indenture for any of the following purposes:

(1)to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company in the Indenture and in the Notes;

(2)to add to the covenants of the Company for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company;

(3)to add additional Events of Default;

(4)to provide for uncertificated Notes in addition to or in place of the certificated Notes;

(5)to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee;

4

(6)to provide for or confirm the issuance of Additional Notes in accordance with the terms of this Indenture;

(7)to cure any ambiguity, to correct or supplement any provision in this Indenture which may be defective or inconsistent with any other provision in this Indenture, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such actions pursuant to this clause shall not adversely affect the interests of the Holders in any material respect, as determined in good faith by the Board of Directors of the Company; or

(8)to conform the text of the Indenture or the Notes to any provision of the “Description of Notes” in the Offering Memorandum to the extent that such provision in the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture or the Notes, as certified to the Trustee in an Officers’ Certificate delivered by the Company.

With the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes, NESL, the Guarantors, if any, and the Trustee may enter into an indenture or indentures supplemental to the Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders under the Indenture, including the definitions therein; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each outstanding Note affected thereby:

(9)change the Stated Maturity of any Note or of any installment of interest on any Note, or reduce the amount payable in respect of the principal thereof or the rate of interest thereon or any premium payable thereon, or reduce the amount that would be due and payable on acceleration of the maturity thereof, or change the place of payment where, or the coin or currency in which, any Note or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof, or change the date on which any Notes may be subject to redemption or reduce the redemption price therefor,

(10)reduce the percentage in aggregate principal amount of the outstanding Notes, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Indenture or certain defaults thereunder and their consequences) provided for in the Indenture,

(11)modify the obligations of the Company to make Offers to Purchase upon a Change of Control or from the Excess Proceeds of Asset Sales if such modification was done after the occurrence of such Change of Control or such Asset Sale,

(12)subordinate, in right of payment, the Notes to any other Debt of the Company,

(13)modify any of the provisions of this paragraph or provisions relating to waiver of defaults or certain covenants, except to increase any such percentage required

5

for such actions or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby, or

(14)release any Guarantees required to be maintained under the Indenture.

The Holders of not less than a majority in aggregate principal amount of the outstanding Notes may on behalf of the Holders of all the Notes waive any past default under the Indenture and its consequences, except a default:

(1)in any payment in respect of the principal of (or premium, if any) or interest on any Notes (including any Note which is required to have been purchased pursuant to an Offer to Purchase which has been made by the Company) (except that a rescission of acceleration of the Notes and a waiver of the payment default that resulted from such acceleration may be made by Holders of not less than a majority of the Notes), or

(2)in respect of a covenant or provision hereof which under the Indenture cannot be modified or amended without the consent of the Holder of each outstanding Note affected.

(12)Defaults and Remedies.  Events of Default include:

(1)default in the payment in respect of the principal of (or premium, if any, on) any Note at its maturity (whether at Stated Maturity or upon repurchase, acceleration, optional redemption or otherwise);

(2)default in the payment of any interest upon any Note when it becomes due and payable, and continuance of such default for a period of 30 days;

(3)failure by the Company to make an Offer to Purchase as required by the Indenture, and continuance of such default for a period of 30 days after receipt of written notice;

(4)failure to perform or comply with Section 5.1 of the Indenture;

(5)except as permitted herein, any Note Guarantee shall for any reason cease to be, or it shall be asserted by any Guarantor or the Company not to be, in full force and effect and enforceable in accordance with its terms;

(6)default in the performance, or breach, of any covenant or agreement of the Company or any Guarantor in the Indenture (other than a covenant or agreement a default in whose performance or whose breach is specifically dealt with in clauses (1), (2) (3), (4) or (5) above), and continuance of such default or breach for a period of 60 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the outstanding Notes; provided that in the case of a failure to comply with Section 4.3, such

6

period of continuance of such default or breach shall be 120 days after written notice described in this clause (6) has been given;

(7)a default or defaults under any bonds, debentures, notes or other evidences of Debt (other than the Notes) by the Company or any Restricted Subsidiary having, individually or in the aggregate, a principal or similar amount outstanding of at least $25.0 million, whether such Debt now exists or shall hereafter be created, which default or defaults shall have resulted in the acceleration of the maturity of such Debt prior to its express maturity or shall constitute a failure to pay at least $25.0 million of such Debt when due and payable after the expiration of any applicable grace period with respect thereto;

(8)the entry against the Company or any Restricted Subsidiary of a final non-appealable judgment or judgments for the payment of money in an aggregate amount in excess of $25.0 million, by a court or courts of competent jurisdiction, which judgments remain undischarged, unwaived, unstayed, unbonded or unsatisfied for a period of 60 consecutive days and, in the event such judgment is covered by insurance, any enforcement proceeding has been commenced by any creditor upon such judgment which is not promptly stayed; or

(9) (i) the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:

(a)commences a voluntary case,

(b)consents to the entry of an order for relief against it in an involuntary case,

(c)consents to the appointment of a Custodian of it or for all or substantially all of its property,

(d)makes a general assignment for the benefit of its creditors, or

(e)generally is not paying its debts as they become due;

(ii)a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(a)is for relief against the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, in an involuntary case;

(b)appoints a Custodian of the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary or for all or

7

substantially all of the property of the Company or any of its Restricted Subsidiaries; or

(c)orders the liquidation of the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary;

and the order or decree remains unstayed and in effect for 60 consecutive days.

If an Event of Default (other than an Event of Default specified in clause (ix) above with respect to the Company) occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the outstanding Notes may declare the principal of the Notes and any accrued interest on the Notes to be due and payable immediately by a notice in writing to the Company (and to the Trustee if given by Holders); provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the outstanding Notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal of or interest on the Notes, have been cured or waived as provided in the Indenture.

In the event of a declaration of acceleration of the Notes solely because an Event of Default described in clause (vii) above has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to clause (vii) shall be remedied or cured by the Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Debt within 20 Business Days after the declaration of acceleration with respect thereto and if the rescission and annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the Trustee for the payment of amounts due on the Notes.

If an Event of Default specified in clause (9) above occurs with respect to the Company, the principal of and any accrued interest on the Notes then outstanding shall ipso facto become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.  The Trustee may withhold from Holders notice of any Default (except Default in payment of principal of, premium, if any, and interest) if the Trustee determines that withholding notice is in the interest of the Holders to do so.

(13)Trustee Dealings with NESL.  The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for NESL, the Guarantors or their respective Affiliates, and may otherwise deal with NESL, the Guarantors or their respective Affiliates, as if it were not the Trustee.

(14)No Recourse Against Others.  No director, officer, employee, stockholder, general or limited partner or incorporator, past, present or future, of the Company or any of its Subsidiaries, as such or in such capacity, shall have any personal liability for any obligations of the Company under the Notes, any Note Guarantee or the Indenture by reason of his, her or its status as such director, officer, employee, stockholder, general or limited partner or incorporator.

8

(15)Authentication.  This 11% Senior Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

(16)Abbreviations.  Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

(17)CUSIP Numbers.  Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the 11% Senior Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to the Holders.  No representation is made as to the accuracy of such numbers either as printed on the 11% Senior Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

NESL shall furnish to any Holder upon written request and without charge a copy of the Indenture.  Requests may be made to:

New Enterprise Stone & Lime Co., Inc.
3912 Brumbauch Road
P.O. Box 77
New Enterprise, PA 16664
Facsimile: (814) 766-0219
Attention: Paul Detwiler III

9

ASSIGNMENT FORM

To assign this 11% Senior Note, fill in the form below: (I) or (we) assign and transfer this 11% Senior Note to

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint

to transfer this 11% Senior Note on the books of NESL.  The agent may substitute another to act for him.

Date:
	Your Signature:
		(Sign exactly as your name appears
		on the face of this 11% Senior Note)

Signature guarantee:

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this 11% Senior Note purchased by NESL pursuant to Section 4.10 or 4.13 of the Indenture, check the box below:

o Section 4.10o Section 4.13

If you want to elect to have only part of the 11% Senior Note purchased by NESL pursuant to Section 4.10 or Section 4.13 of the Indenture, state the amount you elect to have purchased: $           

Date:	Your Signature:
		(Sign exactly as your name appears on
		the face of this 11% Senior Note)

Tax Identification No.:

Signature guarantee:

CERTIFICATE TO BE DELIVERED UPON
EXCHANGE OF TRANSFER RESTRICTED NOTES

New Enterprise Stone & Lime Co., Inc.
3912 Brumbauch Road
P.O. Box 77
New Enterprise, PA 16664
Facsimile: (814) 766-0219
Attention: Paul Detwiler III

Wells Fargo Bank, National Association
MAC N9311-110
625 Marquette Avenue
Minneapolis, MN 55479
Attention: New Enterprise Stone & Lime Administrator

Re:CUSIP #                     

Reference is hereby made to that certain Indenture dated August 18, 2010 (the “Indenture”) among New Enterprise Stone & Lime Co., Inc. (“NESL”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”).  Capitalized terms used but not defined herein shall have the meanings set forth in the Indenture.

This certificate relates to $                 principal amount of Notes held in (check applicable space)               book-entry or               definitive form by the undersigned.

The undersigned                                              (transferor) (check one box below):

ohereby requests the Registrar to deliver in exchange for its beneficial interest in the Global Note held by the Depository a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above), in accordance with Section 2.6 of the Indenture;

ohereby requests the Trustee to exchange a Note or Notes to                                      (transferee).

In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the periods referred to in Rule 144(k) under the Securities Act of 1933, as amended, the undersigned confirms that such Notes are being transferred in accordance with its terms:

CHECK ONE BOX BELOW:

(1)	o	to NESL or any of its subsidiaries; or
(2)	o	inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is

		given that such transfer is being made in reliance on Rule 144A under the Securities Act of 1933, as amended, in each case pursuant to and in compliance with Rule 144A thereunder; or
(3)	o	outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act of 1933, as amended, in compliance with Rule 904 thereunder.

Unless one of the boxes is checked, the Registrar will refuse to register any of the Notes evidenced by this certificate in the name of any person other than the registered holder thereof.

		Signature
Signature Guarantee:
	(Signature must be guaranteed by a participant in a recognized signature guarantee medallion program)
	TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED.

The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”), and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.

	[Name of Transferee]
Dated:
	NOTICE: To be executed by an executive officer

SCHEDULE OF EXCHANGES OF 11% SENIOR NOTES

The following exchanges of a part of this Global Note for other 11% Senior Notes have been made:

Date of Exchange Amount of Decrease
in Principal Amount
of this Global Note Amount of Increase
in Principal Amount
of this Global Note Principal Amount of
this Global Note
Following Such
Decrease (or
Increase) Signature of
Authorized Officer
of Trustee or 11%
Senior Note
Custodian

EX-4.3

Exhibit 4.3

NOTATION OF NOTE GUARANTEE

The Guarantors listed below (hereinafter referred to as the “Guarantors,” which term includes any successors or assigns under that certain Indenture, dated as of August 18, 2010, by and among New Enterprise Stone & Lime Co., Inc., a Delaware corporation, (“NESL”) and the Trustee (as amended and supplemented from time to time, the “Indenture”)), has guaranteed the Notes and the obligations of NESL under the Indenture, which include (i) the due and punctual payment of the principal of, premium, if any, and interest on the 11% Senior Notes due 2018 (the “Notes”) of NESL whether at stated maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal and premium, if any, and, to the extent permitted by law, interest on any interest, if any, on the Notes, and the due and punctual performance of all other obligations of NESL to the Holders or the Trustee all in accordance with the terms set forth in Article X of the Indenture, (ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise, and (iii) the payment of any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Note Guarantee or the Indenture.  Capitalized terms used but not defined herein shall have the meanings given to such terms in the Indenture.

The obligations of each Guarantor to the Holders and to the Trustee pursuant to this Note Guarantee and the Indenture are expressly set forth in Article X of the Indenture and reference is hereby made to such Indenture for the precise terms of this Note Guarantee.

No stockholder, employee, officer, director or incorporator, as such, past, present or future of each Guarantor shall have any liability under this Note Guarantee by reason of his or its status as such stockholder, employee, officer, director or incorporator.

This is a continuing Note Guarantee and shall remain in full force and effect and shall be binding upon each Guarantor and its successors and assigns until full and final payment of all of NESL’s obligations under the Notes and Indenture or until released in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders, and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof.  This is a Note Guarantee of payment and not of collectability.

This Note Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Note Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers.  The Obligations of each Guarantor under its Note Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law.

THE TERMS OF ARTICLE X OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE.

Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated.

Dated as of August 18, 2010
	2544 Clinton, Inc.
	Buffalo Crushed Stone Inc.
	Gateway Trade Center Inc.
	ABC Paving Co., Inc.
	E.R.S.C., Inc.
	New Enterprise Transportation Inc.
	Stabler Companies Inc.
	Eastern Industries, Inc.
	Elco-Hausman Construction Corporation
	EII Transport Inc.
	ASTI Transportation Systems, Inc.
	Protection Services Inc.
	SCI Products Inc.
	Work Area Protection Corp
	Stabler Development Company
	Precision Solar Controls, Inc.
	By:	/s/ Paul I. Detwiler, III
		Name: Paul I. Detwiler, III
		Title: Exec. Vice President

[Notational Guarantee Signature Page]

EX-4.4

Exhibit 4.4

EXECUTION VERSION

REGISTRATION RIGHTS AGREEMENT

by and among

New Enterprise Stone & Lime Co., Inc.
and the Guarantors party hereto

and

Banc of America Securities LLC

Dated as of August 18, 2010

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 18, 2010, by and among New Enterprise Stone & Lime Co., Inc., a Delaware corporation (the “Company”), the guarantors party hereto (collectively, the “Guarantors”), and Banc of America Securities LLC, on behalf of itself and as representative (the “Representative”) of the several initial purchasers listed on Schedule A to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 11% Senior Notes due 2018 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below).  The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”

This Agreement is made pursuant to the Purchase Agreement, dated August 13, 2010 (the “Purchase Agreement”), among the Company, the Guarantors and the Initial Purchasers (i) for the benefit of the Initial Purchasers and (ii) for the benefit of the holders from time to time of the Initial Securities, including the Initial Purchasers.  In order to induce the Initial Purchasers to purchase the Initial Securities, the Company has agreed to provide the registration rights set forth in this Agreement.  The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 5(h) of the Purchase Agreement.

The parties hereby agree as follows:

SECTION 1.           Definitions.  As used in this Agreement, the following capitalized terms shall have the following meanings:

Additional Interest Payment Date: With respect to the Initial Securities, each Interest Payment Date.

Affiliate: As defined in Rule 144 of the Securities Act.

Broker-Dealer: Any broker or dealer registered under the Exchange Act.

Business Day: Any day other than a Saturday, Sunday or U.S. federal holiday or a day on which banking institutions or trust companies located in New York, New York, and Pennsylvania are authorized or obligated to be closed.  If the time to perform any action hereunder falls on a day that is not a Business Day, such time will be extended to the next Business Day and no additional interest shall accrue on such payment for the interim period.

Closing Date: The date of this Agreement.

Commission: The Securities and Exchange Commission.

Consummate: A registered Exchange Offer shall be deemed “Consummated” for purposes of this Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the Exchange Offer, (ii) the maintenance of such Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the

minimum period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Company to the Registrar under the Indenture of Exchange Securities in the same aggregate principal amount as the aggregate principal amount of Initial Securities that were tendered by Holders thereof pursuant to the Exchange Offer.

Effectiveness Target Date: As defined in Section 5 hereof.

Exchange Act: The Securities Exchange Act of 1934, as amended.

Exchange Offer: The registration by the Company under the Securities Act of the Exchange Securities pursuant to a Registration Statement pursuant to which the Company offers the Holders of all outstanding Transfer Restricted Securities the opportunity to exchange all such outstanding Transfer Restricted Securities held by such Holders for Exchange Securities in an aggregate principal amount equal to the aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders.

Exchange Offer Registration Statement: The Registration Statement relating to the Exchange Offer, including the related Prospectus.

Exempt Resales: The transactions in which the Initial Purchasers propose to sell the Initial Securities to certain “qualified institutional buyers,” as such term is defined in Rule 144A under the Securities Act and to certain non-U.S. persons pursuant to Regulation S under the Securities Act.

Exchange Securities: The 11% Senior Notes due 2018, of the same series under the Indenture as the Initial Notes and the Guarantees attached thereto, to be issued to Holders in exchange for Transfer Restricted Securities pursuant to this Agreement.

FINRA: The Financial Industry Regulatory Authority, Inc.

Holders: As defined in Section 2(b) hereof.

Indemnified Holder: As defined in Section 8(a) hereof.

Indenture: The Indenture, dated as of August 18, 2010, by and among the Company, the Guarantors and Wells Fargo Bank National Association, as trustee (the “Trustee”), pursuant to which the Securities are to be issued, as such Indenture is amended or supplemented from time to time in accordance with the terms thereof.

Initial Purchaser: As defined in the preamble hereto.

Initial Notes: As defined in the preamble hereto.

Initial Placement: The issuance and sale by the Company of the Initial Securities to the Initial Purchasers pursuant to the Purchase Agreement.

Interest Payment Date: As defined in the Indenture and the Securities.

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Initial Securities: As defined in the preamble hereto.

Person: An individual, partnership, corporation, limited liability company, trust or unincorporated organization, or a government or agency or political subdivision thereof.

Prospectus: The prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus.

Registration Default: As defined in Section 5 hereof.

Registration Statement: Any registration statement of the Company relating to (a) an offering of Exchange Securities pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, in each case which is filed pursuant to the provisions of this Agreement, in each case, including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein.

Securities: The Initial Securities and the Exchange Securities.

Securities Act: The Securities Act of 1933, as amended.

Shelf Filing Deadline: As defined in Section 4(a) hereof.

Shelf Registration Statement: As defined in Section 4(a) hereof.

Transfer Restricted Securities: Each Initial Security, until the earliest to occur of (a) the date on which such Initial Security is exchanged in the Exchange Offer for an Exchange Security entitled to be resold to the public by the Holder thereof without complying with the prospectus delivery requirements of the Securities Act, (b) the date on which such Initial Security has been effectively registered under the Securities Act and disposed of in accordance with a Shelf Registration Statement, (c) the date on which such Initial Security is distributed to the public by a Broker-Dealer pursuant to the “Plan of Distribution” contemplated by the Exchange Offer Registration Statement (including delivery of the Prospectus contained therein) and (d) during an Effectiveness Period in which such Initial Securities were eligible to be included in a Shelf Registration Statement, the date on which such Initial Securities are sold pursuant to Rule 144 under the Securities Act.  For purposes of this definition, the “Effectiveness Period” shall be from the date on which the Shelf Registration Statement is declared effective by the Commission until the second anniversary of the Closing Date.

Trust Indenture Act: The Trust Indenture Act of 1939, as amended.

Underwritten Registration or Underwritten Offering: A registration in which securities of the Company are sold to an underwriter for reoffering to the public.

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SECTION 2.           Securities Subject to this Agreement.

(a)           Transfer Restricted Securities.  The securities entitled to the benefits of this Agreement are the Transfer Restricted Securities.

(b)           Holders of Transfer Restricted Securities.  A Person is deemed to be a holder of Transfer Restricted Securities (each, a “Holder”) whenever such Person owns Transfer Restricted Securities.

SECTION 3.           Registered Exchange Offer.

(a)           Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Company and the Guarantors shall (i) cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 360 days after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 480 days after the Closing Date (or if such 480th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing use its commercially reasonable efforts to file (A) all pre- effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer; provided, however that neither the Company nor the Guarantors shall be required to take any action that would subject them to general service of process or taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where they are not already subject, and (iv) as promptly as practicable after the effectiveness of such Registration Statement, commence the Exchange Offer.  The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers that were acquired for their own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof.

(b)           Unless not permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), the Company and the Guarantors shall use their commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously and keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days from the date notice of the Exchange Offer is mailed to the Holders.  The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws.  No securities other than the Exchange Securities shall be included in the

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Exchange Offer Registration Statement.  The Company shall use its commercially reasonable efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 540 days after the Closing Date (or if such 540th day is not a Business Day, the next succeeding Business Day).

(c)           The Company shall indicate in a “Plan of Distribution” section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company or any of its Affiliates), may exchange such Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement.  Such “Plan of Distribution” section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required by the Commission as a result of a change in policy after the date of this Agreement.

Each of the Company and the Guarantors shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(a) and Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company or any of its Affiliates), and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 180 days from the date on which the Exchange Offer Registration Statement is declared effective, (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities and (iii) all Transfer Restricted Securities covered by such Exchange Offer Registration Statement have been sold pursuant thereto.

The Company shall provide sufficient copies of the latest version of such Prospectus to Broker-Dealers promptly upon reasonable request at any time during such 180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.

If the Board of Directors of the Company determines in good faith that it is in the best interests of the Company not to disclose the existence of, or facts surrounding, any proposed or pending material corporate transaction or other material development involving the Company or the Guarantors, the Company may allow the Exchange Offer Registration Statement to fail to be effective or the Prospectus contained therein to be unusable as a result of such nondisclosure for up to 90 days in any twelve-month period.

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SECTION 4.           Shelf Registration.

(a)           Shelf Registration.  If (i) the Company is not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), (ii) for any reason the Exchange Offer is not Consummated within 540 days after the Closing Date (or if such 540th day is not a Business Day, the next succeeding Business Day), or (iii) with respect to any Holder of Transfer Restricted Securities who notifies the Company prior to the 20th Business Day following Consummation of the Exchange Offer that (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, or (B) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (C) such Holder is a Broker-Dealer and holds Initial Securities acquired directly from the Company or one of its Affiliates, then, upon such Holder’s request, the Company and the Guarantors shall:

(x)            use their commercially reasonable efforts to cause to be filed a shelf registration statement pursuant to Rule 415 under the Securities Act, which may be an amendment to the Exchange Offer Registration Statement (in either event, the “Shelf Registration Statement”) on or prior to the earliest to occur of (1) the 30th day after the date on which the Company determines that it is not required to file the Exchange Offer Registration Statement, (2) the 30th day after the date on which the Company receives notice from a Holder of Transfer Restricted Securities as contemplated by clause (iii) above, and (3) the 540th day after the Closing Date (or if such 540th day is not a Business Day, the next succeeding Business Day) (such earliest date being the “Shelf Filing Deadline”), which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof; and

(y)           use their commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission on or before the 60th day after the Shelf Filing Deadline (or if such 60th day is not a Business Day, the next succeeding Business Day).

Each of the Company and the Guarantors shall use its commercially reasonable efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities by the Holders of Transfer Restricted Securities entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years following the date such Shelf Registration Statement initially becomes effective (or shorter period that will terminate when all the Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement).

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(b)           Provision by Holders of Certain Information in Connection with the Shelf Registration Statement.  No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such (i) Holder furnishes to the Company in writing, within 20 days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein and (ii) in the case of an Underwritten Registration, such Holder complies with Section 10 hereof.  Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading.  No Holder of Transfer Restricted Securities shall be entitled to additional interest pursuant to Section 5 hereof unless and until such Holder shall have provided all such information.  If the board of Directors of the Company determines in good faith that it is in the best interests of the Company not to disclose the existence of, or facts surrounding, any proposed or pending material corporate transaction or other material development involving the Company or the Guarantors, the Company may allow the Shelf Registration Statement to fail to be effective or the Prospectus contained therein to be unusable as a result of such nondisclosure for up to 90 days in any twelve-month period.

SECTION 5.           Additional Interest.  If (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 40 Business Days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded as promptly as practicable by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective (each such event referred to in clauses (i) through (iv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increase exceed 1.00% per annum.  Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions.

All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.  A Holder of Transfer Restricted Securities shall not be entitled to additional interest if it has failed to comply with its obligations under Section 4(b) above below.

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SECTION 6.           Registration Procedures.

(a)           Exchange Offer Registration Statement.  In connection with the Exchange Offer, the Company and the Guarantors shall comply with all of the provisions of Section 6(c) hereof, shall use their commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:

(i)            If in the reasonable opinion of counsel to the Company there is a question as to whether the Exchange Offer is permitted by applicable law, each of the Company and the Guarantors hereby agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantors to Consummate an Exchange Offer for such Initial Securities.  Each of the Company and the Guarantors hereby agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy.  Each of the Company and the Guarantors hereby agrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission.

(ii)           As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation thereof, a written representation to the Company and the Guarantors (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business.  In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer.  Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Securities obtained by such Holders in exchange for Initial Securities acquired by such Holder directly from the Company.

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(b)           Shelf Registration Statement.  In connection with the Shelf Registration Statement, each of the Company and the Guarantors shall comply with all the provisions of Section 6(c) hereof and shall use its commercially reasonable efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof (as indicated in the information furnished to the Company pursuant to Section 4(b) hereof), and pursuant thereto each of the Company and the Guarantors will as expeditiously as possible prepare and file with the Commission a Registration Statement relating to the registration on any appropriate form under the Securities Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof.

(c)           General Provisions.  In connection with any Registration Statement and any Prospectus required by this Agreement to permit the sale or resale of Transfer Restricted Securities (including, without limitation, any Registration Statement and the related Prospectus required to permit resales of Initial Securities by Broker-Dealers), each of the Company and the Guarantors shall:

(i)            use its commercially reasonable efforts to keep such Registration Statement continuously effective and provide all requisite financial statements (including, if required by the Securities Act or any regulation thereunder, financial statements of the Guarantors for the period specified in Section 3 or 4 hereof, as applicable); Upon the occurrence of any event that would cause any such Registration Statement or the Prospectus contained therein (A) to contain a material misstatement or omission or (B) not to be effective and usable for resale of Transfer Restricted Securities during the period required by this Agreement, the Company shall file as promptly as practicable an appropriate amendment to such Registration Statement, in the case of clause (A), correcting any such misstatement or omission, and, in the case of either clause (A) or (B), use its commercially reasonable efforts to cause such amendment to be declared effective and such Registration Statement and the related Prospectus to become usable for their intended purpose(s) as soon as practicable thereafter;

(ii)           prepare and file with the Commission such amendments and post-effective amendments to the applicable Registration Statement as may be necessary to keep the Registration Statement effective for the applicable period set forth in Section 3 or 4 hereof, as applicable, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the applicable provisions of Rules 424 and 430A under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in such Registration Statement or supplement to the Prospectus;

(iii)          advise the underwriter(s), if any, and selling Holders under a Shelf Registration Statement promptly and, if requested by such Persons, to confirm such advice in writing, (A) when the Prospectus or any Prospectus supplement or post-

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effective amendment has been filed, and, with respect to any Registration Statement or any post-effective amendment thereto, when the same has become effective, (B) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, (D) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein not misleading.  If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state securities or blue sky laws, each of the Company and the Guarantors shall use its commercially reasonable efforts to obtain the withdrawal or lifting of such order at the earliest possible time;

(iv)furnish without charge to each of the Initial Purchasers, each selling Holder named in any Registration Statement, and each of the underwriter(s), if any, before filing with the Commission, copies of any Registration Statement or any Prospectus included therein or any amendments or supplements to any such Registration Statement or Prospectus (including all documents incorporated by reference after the initial filing of such Registration Statement), which documents will be subject to the review and comment of such Holders and underwriter(s) in connection with such sale, if any, for a period of at least five Business Days, and the Company will not file any such Registration Statement or Prospectus or any amendment or supplement to any such Registration Statement or Prospectus (including all such documents incorporated by reference) to which an Initial Purchaser of Transfer Restricted Securities covered by such Registration Statement or the underwriter(s), if any, shall reasonably object in writing within five Business Days after the receipt thereof (such objection to be deemed timely made upon confirmation of telecopy transmission within such period).  The objection of an Initial Purchaser or underwriter, if any, shall be deemed to be reasonable if such Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains a material misstatement or omission;

(v)promptly prior to the filing of any document that is to be incorporated by reference into a Registration Statement or Prospectus, provide copies of such document to the Initial Purchasers, each selling Holder named in any Registration Statement, and to the underwriter(s), if any, make the Company’s and the Guarantors’ representatives available for discussion of such document and other customary due diligence matters subject to the execution of customary confidentiality agreements, and include such information in such document prior to the filing thereof as such selling Holders or underwriter(s), if any, reasonably may request;

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(vi)make available at reasonable times for inspection by the Initial Purchasers, the managing underwriter(s), if any, participating in any disposition pursuant to such Registration Statement and any attorney or accountant retained by such Initial Purchasers or any of the underwriter(s), all financial and other records, pertinent corporate documents and properties of each of the Company and the Guarantors and cause the Company’s and the Guarantors’ officers, directors and employees to supply all information reasonably requested by any such Holder, underwriter, attorney or accountant in connection with such Registration Statement or any post-effective amendment thereto subsequent to the filing thereof and prior to its effectiveness and to participate in meetings with investors to the extent reasonably requested by the managing underwriter(s), if any, in each case, subject to the execution of customary confidentiality agreements;

(vii)if requested by any selling Holders or the underwriter(s), if any, promptly incorporate in any Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such selling Holders and underwriter(s), if any, may reasonably request to have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Transfer Restricted Securities, information with respect to the principal amount of Transfer Restricted Securities being sold to such underwriter(s), the purchase price being paid therefor and any other terms of the offering of the Transfer Restricted Securities to be sold in such offering; and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after the Company is notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment;

(viii)furnish to each Initial Purchaser, each selling Holder under a Shelf Registration Statement and each of the underwriter(s), if any, without charge, at least one copy of the Registration Statement, as first filed with the Commission, and of each amendment thereto, including financial statements and schedules, without documents incorporated by reference therein and all exhibits (unless expressly requested);

(ix)deliver to each selling Holder under a Shelf Registration Statement and each of the underwriter(s), if any, without charge, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons reasonably may request except that if such are not effective or usable in accordance with Section 6(c)(iii) hereof, the Company shall deliver a notice to that effect; each of the Company and the Guarantors hereby consents to the use in compliance with applicable law of the Prospectus and any amendment or supplement thereto by each of the selling Holders and each of the underwriter(s), if any, in connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto;

(x)enter into such agreements (including an underwriting agreement on customary terms), and make such representations and warranties, and take all such other actions in connection therewith in order to expedite or facilitate the disposition of the Transfer Restricted Securities pursuant to any Registration Statement contemplated by this Agreement, all to such extent as may be reasonably requested by any Initial

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Purchaser or by any Holder of Transfer Restricted Securities or underwriter in connection with any sale or resale pursuant to any Registration Statement contemplated by this Agreement; and whether or not an underwriting agreement is entered into and whether or not the registration is an Underwritten Registration, each of the Company and the Guarantors shall:

(A)furnish to each Initial Purchaser, each selling Holder under a Shelf Registration Statement and each underwriter, if any, in such substance and scope as they may request and as are customarily made by issuers to underwriters in primary underwritten offerings, upon the date of the Consummation of the Exchange Offer or, if applicable, the effectiveness of the Shelf Registration Statement:

(1)a certificate, dated the date of Consummation of the Exchange Offer or the date of effectiveness of the Shelf Registration Statement, as the case may be, signed by (y) the President or any Vice President and (z) a principal financial or accounting officer of each of the Company and the Guarantors, confirming, as of the date thereof, the matters set forth in paragraphs (i), (ii) and (iii) of Section 5(e) of the Purchase Agreement and such other matters as such parties may reasonably request;

(2)an opinion and negative assurance letter, dated the date of Consummation of the Exchange Offer or the date of effectiveness of the Shelf Registration Statement, as the case may be, of counsel for the Company and the Guarantors, covering the matters set forth in Section 5(c) of the Purchase Agreement and such other matter as such parties may reasonably request;

(3)a customary comfort letter, dated the date of effectiveness of the Shelf Registration Statement, from the Company’s independent accountants, in the customary form and covering matters of the type customarily requested to be covered in comfort letters by underwriters in connection with primary underwritten offerings, and covering or affirming the matters set forth in the comfort letters delivered pursuant to Section 5(a) of the Purchase Agreement, without exception;

(B)set forth in full or incorporate by reference in the underwriting agreement, if any, the indemnification provisions and procedures of Section 8 hereof with respect to all parties to be indemnified pursuant to said Section; and

(C)deliver such other documents and certificates as may be reasonably requested by such parties to evidence compliance with Section 6(c)(x)(A) hereof and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company or any of the Guarantors pursuant to this Section 6(c)(x), if any.

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If at any time the representations and warranties of the Company and the Guarantors contemplated in Section 6(c)(x)(A)(1) hereof cease to be true and correct, the Company or the Guarantors shall so advise the Initial Purchasers and the underwriter(s), if any, and each selling Holder promptly and, if requested by such Persons, shall confirm such advice in writing;

(xi)prior to any public offering of Transfer Restricted Securities, cooperate with the selling Holders under a Shelf Registration Statement, the underwriter(s), if any, and their respective counsel in connection with the registration and qualification of the Transfer Restricted Securities under the state securities or blue sky laws of such jurisdictions as the selling Holders or underwriter(s), if any, may reasonably request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the Shelf Registration Statement; provided, however, that neither the Company nor the Guarantors shall be required to register or qualify as a foreign corporation where it is not then so qualified or to take any action that would subject it to the service of process in suits or to taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where it is not then so subject;

(xii)shall issue, upon the request of any Holder of Initial Securities covered by the Shelf Registration Statement and provided such Holder shall have provided all documentation reasonably requested by the Company in connection therewith, Exchange Securities having an aggregate principal amount equal to the aggregate principal amount of Initial Securities surrendered to the Company by such Holder in exchange therefor or being sold by such Holder; such Exchange Securities to be registered in the name of such Holder or in the name of the purchaser(s) of such Securities, as the case may be; in return, the Initial Securities held by such Holder shall be surrendered to the Company for cancellation;

(xiii)cooperate with the selling Holders under a Shelf Registration Statement and the underwriter(s), if any, to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends; and enable such Transfer Restricted Securities to be in such denominations and registered in such names as the Holders or the underwriter(s), if any, may request at least two Business Days prior to any sale of Transfer Restricted Securities made by such Holders or underwriter(s);

(xiv)use its commercially reasonable efforts to cause the Transfer Restricted Securities covered by the Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter(s), if any, to consummate the disposition of such Transfer Restricted Securities, subject to the proviso contained in Section 6(c)(xii) hereof;

(xv)if any fact or event contemplated by Section 6(c)(iii)(D) hereof shall exist or have occurred, use commercially reasonable efforts to prepare a supplement or post-effective amendment to the Registration Statement or related Prospectus or any document

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incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not misleading;

(xvi)provide a CUSIP number for all Securities not later than the effective date of the Registration Statement covering such Securities and provide the Trustee under the Indenture with printed certificates for such Securities which are in a form eligible for deposit with the Depository Trust Company and take all other action necessary to ensure that all such Securities are eligible for deposit with the Depository Trust Company;

(xvii)cooperate and assist in any filings required to be made with the FINRA and in the performance of any due diligence investigation by any underwriter (including any “qualified independent underwriter”) that is required to be retained in accordance with the rules and regulations of the FINRA;

(xviii)otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security holders, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 (which need not be audited) for the twelve-month period beginning after the effective date of the Registration Statement (as such term is defined in rule 158(c) of the Securities Act);

(xix)cause the Indenture to be qualified under the Trust Indenture Act not later than the effective date of the first Registration Statement required by this Agreement, and, in connection therewith, cooperate with the Trustee and the Holders of Securities to effect such changes to the Indenture as may be required for such Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and to execute and use its commercially reasonable efforts to cause the Trustee to execute, all documents that may be required to effect such changes and all other forms and documents required to be filed with the Commission to enable such Indenture to be so qualified in a timely manner; and

(xx)provide promptly to each Holder of Transfer Restricted Securities upon request each document filed with the Commission pursuant to the requirements of Section 13 and Section 15 of the Exchange Act.

Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof, such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xv) hereof, or until it is advised in writing (the “Advice”) by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus.  If so directed by the Company, each Holder will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Transfer Restricted Securities

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that was current at the time of receipt of such notice.  In the event the Company shall give any such notice, the time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Section 6(c)(iii)(D) hereof to and including the date when each selling Holder covered by such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xv) hereof or shall have received the Advice.

SECTION 7.Registration Expenses.

(a)All expenses incident to the Company’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Company and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company, the Guarantors and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vi) all fees and disbursements of independent certified public accountants of the Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance).

Each of the Company and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Company or the Guarantors.

(b)In connection with any Registration Statement required by this Agreement (including, without limitation, the Exchange Offer Registration Statement and the Shelf Registration Statement), the Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Cahill Gordon & Reindel LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

SECTION 8.Indemnification.

(a)The Company and the Guarantors, jointly and severally, agree to indemnify and hold harmless (i) each Holder and (ii) each Person, if any, who controls (within the meaning of

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Section 15 of the Securities Act or Section 20 of the Exchange Act) any Holder (any of the Persons referred to in this clause (ii) being hereinafter referred to as a “controlling person”) and (iii) the respective officers, directors, partners, employees, representatives and agents of any Holder or any controlling person (any Person referred to in clause (i), (ii) or (iii) may hereinafter be referred to as an “Indemnified Holder”), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, judgments, actions and expenses (including, without limitation, and as incurred, reimbursement of all reasonable costs of investigating, preparing, pursuing, settling, compromising, paying or defending any claim or action, or any investigation or proceeding by any governmental agency or body, commenced or threatened, including the reasonable fees and expenses of counsel to any Indemnified Holder), caused by, based upon, arising out of or in connection with (x) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment or supplement thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (y) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (or any amendment or supplement thereto), or any omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except with respect to clauses (x) or (y) insofar as such losses, claims, damages, liabilities or expenses are caused by an untrue statement or omission or alleged untrue statement or omission that is made in reliance upon and in conformity with information relating to any of the Holders furnished in writing to the Company by any of the Holders expressly for use therein.  This indemnity agreement shall be in addition to any liability which the Company or the Guarantors may otherwise have.

In case any action or proceeding (including any governmental or regulatory investigation or proceeding) shall be brought or asserted against any of the Indemnified Holders with respect to which indemnity may be sought against the Company or the Guarantors, such Indemnified Holder (or the Indemnified Holder controlled by such controlling person) shall promptly notify the Company and the Guarantors in writing; provided that the failure to so notify the Company and the Guarantors will not relieve the Company and Guarantors from any liability under this Section 8(a) except to the extent they are prejudiced as a proximate result of such failure.  In case any such action is brought against any Indemnified Holder and such Indemnified Holder seeks or intends to seek indemnity from the Company and the Guarantors, the Company and the Guarantors will be entitled to participate in and, to the extent that they shall elect, jointly with all other indemnifying parties similarly notified, to assume the defense thereof with counsel reasonably satisfactory to such Indemnified Holders; provided, however, if the defendants in any such action include both the Indemnified Holders and the Company or any of the Guarantors and the Indemnified Holders shall have reasonably concluded that a conflict may arise between their position and the position of the Company or any of the Guarantors in conducting the defense of any such action or that there may be one or more legal defenses available to them and/or other Indemnified Holders which are different from or additional to those available to the Company or any of the Guarantors, the Indemnified Holders shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Holders.  Upon receipt of notice from the Company of its election to assume the defense of such action, the Company and the Guarantors will not be liable to such Indemnified Holder under this Section 8(a) for any legal or other expenses subsequently incurred by such Indemnified Holder in connection with the defense thereof unless the Indemnified

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Holder shall have employed separate counsel in accordance with the proviso to the immediately preceding sentence (it being understood, however, that the Company and the Guarantors shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for such Indemnified Holders, which firm shall be designated by the Holders.  The Company and the Guarantors shall be liable for any settlement of any such action or proceeding effected with the Company’s and the Guarantors’ prior written consent, but if settled with such consent or there be a final judgment for the plaintiff, each of the Company and the Guarantors agrees to indemnify and hold harmless any Indemnified Holder from and against any loss, claim, damage, liability or expense by reason of any settlement of any action effected with the written consent of the Company and the Guarantors.  The Company and the Guarantors shall not, without the prior written consent of each Indemnified Holder, settle or compromise or consent to the entry of judgment in or otherwise seek to terminate any pending or threatened action, claim, litigation or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not any Indemnified Holder is a party thereto), unless such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Holder from all liability arising out of such action, claim, litigation or proceeding.

(b)Each Holder of Transfer Restricted Securities agrees, severally and not jointly, to indemnify and hold harmless the Company, the Guarantors and their respective directors, officers of the Company and the Guarantors who sign a Registration Statement, and any Person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company or any of the Guarantors, and the respective officers, directors, partners, employees, representatives and agents of each such Person, to the same extent as the foregoing indemnity from the Company and the Guarantors to each of the Indemnified Holders, but only with respect to claims and actions based on information relating to such Holder furnished in writing by such Holder expressly for use in any Registration Statement.  In case any action or proceeding shall be brought against the Company, the Guarantors or their respective directors or officers or any such controlling person in respect of which indemnity may be sought against a Holder of Transfer Restricted Securities, such Holder shall have the rights and duties given the Company and the Guarantors, and the Company, the Guarantors, their respective directors and officers and such controlling person shall have the rights and duties given to each Holder by the preceding paragraph.

(c)If the indemnification provided for in this Section 8 is unavailable to an indemnified party under Section 8(a) or (b) hereof (other than by reason of exceptions provided in those Sections) in respect of any losses, claims, damages, liabilities, judgments, actions or expenses referred to therein, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors, on the one hand, and the Holders, on the other hand, from the Initial Placement (which in the case of the Company and the Guarantors shall be deemed to be equal to the total gross proceeds to the Company and the Guarantors from the Initial Placement), or if such allocation is not permitted by applicable law, the relative fault of the Company and the Guarantors, on the one hand, and the

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Indemnified Holders, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations.  The relative fault of the Company on the one hand and of the Indemnified Holder on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or any of the Guarantors, on the one hand, or the Indemnified Holders, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.  The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in the second paragraph of Section 8(a) hereof, any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim.

The Company, the Guarantors and each Holder of Transfer Restricted Securities agree that it would not be just and equitable if contribution pursuant to this Section 8(e) were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph.  The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim.  Notwithstanding the provisions of this Section 8, none of the Holders (and its related Indemnified Holders) shall be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds received by such Holder with respect to the sale of the Initial Securities exceeds the amount of any damages which such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.  The Holders’ obligations to contribute pursuant to this Section 8(e) are several in proportion to the respective principal amount of Initial Securities held by each of the Holders hereunder and not joint.

SECTION 9.Rule 144A.  Each of the Company and the Guarantors hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding, to make available to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A under the Securities Act.

SECTION 10.Participation in Underwritten Registrations.  No Holder may participate in any Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder’s Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up

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letters and other documents required by the Company and the underwriters or under the terms of such underwriting arrangements.

SECTION 11.Selection of Underwriters.  The Holders of Transfer Restricted Securities covered by the Shelf Registration Statement who desire to do so may sell such Transfer Restricted Securities in an Underwritten Offering.  In any such Underwritten Offering, the investment banker(s) and managing underwriter(s) that will administer such offering will be selected by the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities included in such offering; provided, however, that such investment banker(s) and managing underwriter(s) must be reasonably satisfactory to the Company.

SECTION 12.Miscellaneous.

(a)Remedies.  Each of the Company and the Guarantors hereby agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agree to waive the defense in any action for specific performance that a remedy at law would be adequate.

(b)No Inconsistent Agreements.  Each of the Company and the Guarantors will not on or after the date of this Agreement enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof.  Neither the Company nor any of the Guarantors has previously entered into any agreement granting any registration rights with respect to its securities to any Person.  The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company’s or any of the Guarantors’ securities under any agreement in effect on the date hereof.

(c)Adjustments Affecting the Securities.  Except as permitted by, or pursuant to the terms of, the Indenture, the Company will not take any action, or permit any change to occur, with respect to the Securities that would materially and adversely affect the ability of the Holders to Consummate any Exchange Offer.

(d)Amendments and Waivers.  The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given unless the Company has (i) in the case of Section 5 hereof and this Section 12(d)(i), obtained the written consent of Holders of all outstanding Transfer Restricted Securities and (ii) in the case of all other provisions hereof, obtained the written consent of Holders of a majority of the outstanding principal amount of Transfer Restricted Securities (excluding any Transfer Restricted Securities held by the Company or its Affiliates).  Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively to the rights of Holders whose securities are being tendered pursuant to the Exchange Offer and that does not affect directly or indirectly the rights of other Holders whose securities are not being tendered pursuant to such Exchange Offer may be given by the Holders of a majority of the outstanding principal amount of Transfer Restricted Securities being tendered or registered; provided, however, that, with respect to any matter that directly or indirectly affects the rights of any Initial Purchaser hereunder, the Company shall obtain the

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written consent of each such Initial Purchaser with respect to which such amendment, qualification, supplement, waiver, consent or departure is to be effective.

(e)           Notices.  All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt requested) facsimile or courier guaranteeing overnight delivery:

(i)            if to a Holder, at the address set forth on the records of the Registrar under the Indenture, with a copy to the Registrar under the Indenture; and

(ii)           if to the Company or the Guarantors:

New Enterprise Stone & Lime Co., Inc.
3912 Brumbaugh Road, PO Box 77
New Enterprise, PA 16664
Facsimile: (814) 766-0219
Attention: Paul Detwiler III

With a copy to:

Pepper Hamilton LLP
3000 Two Logan Square
Eighteenth and Arch Streets
Philadelphia, PA 19103-2799
Facsimile: (215) 981-4750
Attention: Brian Katz

All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if by facsimile; and on the next Business Day, if timely delivered to a courier guaranteeing overnight delivery.

Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee at the address specified in the Indenture.

(f)            Successors and Assigns.  This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including, without limitation, and without the need for an express assignment, subsequent Holders of Transfer Restricted Securities; provided, however, that this Agreement shall not inure to the benefit of or be binding upon a successor or assign of a Holder unless and to the extent such successor or assign acquired Transfer Restricted Securities from such Holder.  If any transferee of any Holder shall acquire Transfer Restricted Securities in any manner, whether by operation of law or otherwise, such Transfer Restricted Securities shall be held subject to all of the terms of this Agreement and by taking and holding such Transfer Restricted Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement, including the restrictions on resale set forth in this Agreement and, if applicable, the Purchase Agreement, and such Person shall be entitled to receive the benefits hereof.

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(g)           Counterparts.  This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of a signature page to this Agreement by facsimile, email or other electronic means shall be effective as delivery of a manually executed counterpart of this Agreement.

(h)           Headings.  The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(i)            Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW RULES THEREOF.

(j)            Severability.  In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

(k)           Entire Agreement.  This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein.  There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted by the Company with respect to the Transfer Restricted Securities.  This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

New Enterprise Stone & Lime Co., Inc.
By:	/s/ Paul I. Detwiler, III
	Name:	Paul I. Detwiler, III
	Title:	Executive Vice President
Guarantors:
	2544 Clinton, Inc.
	Buffalo Crushed Stone Inc.
	Gateway Trade Center Inc.
	ABC Paving Co., Inc.
	E.R.S.C, Inc.
	New Enterprise Transportation Inc.
	Stabler Companies Inc.
	Eastern Industries, Inc.
	Elco-Hausman Construction Corporation
	EII Transport Inc.
	ASTI Transportation Systems, Inc.
	Protection Services Inc.
	SCI Products Inc.
	Work Area Protection Corp
	Stabler Development Company
	Precision Solar Controls, Inc.
By:	/s/ Paul I. Detwiler, III
	Name:	Paul I. Detwiler, III
	Title:	Vice President

[Registration Rights Agreement]

BANC OF AMERICA SECURITIES LLC
Acting on behalf of itself and as the
Representative of the several Initial Purchasers
By:	Banc of America Securities LLC
By:	/s/ William H. Pegler, Jr.
	Name:	William H. Pegler, Jr.
	Title:	Director

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EX-4.6

Exhibit 4.6

FORM OF NOTATION OF EXCHANGE NOTE GUARANTEE

The Guarantors listed below (hereinafter referred to as the “Guarantors,” which term includes any successors or assigns under that certain Indenture, dated as of August 18, 2010, by and among New Enterprise Stone & Lime Co., Inc., a Delaware corporation, (“NESL”) and the Trustee (as amended and supplemented from time to time, the “Indenture”)), has guaranteed the Exchange Notes and the obligations of NESL under the Indenture, which include (i) the due and punctual payment of the principal of, premium, if any, and interest on the 11% Senior Notes due 2018 (the “Exchange Notes”) of NESL whether at stated maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal and premium, if any, and, to the extent permitted by law, interest on any interest, if any, on the Exchange Notes, and the due and punctual performance of all other obligations of NESL to the Holders or the Trustee all in accordance with the terms set forth in Article X of the Indenture, (ii) in case of any extension of time of payment or renewal of any Exchange Notes or any such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise, and (iii) the payment of any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Exchange Note Guarantee or the Indenture. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Indenture.

The obligations of each Guarantor to the Holders and to the Trustee pursuant to this Exchange Note Guarantee and the Indenture are expressly set forth in Article X of the Indenture and reference is hereby made to such Indenture for the precise terms of this Exchange Note Guarantee.

No stockholder, employee, officer, director or incorporator, as such, past, present or future of each Guarantor shall have any liability under this Exchange Note Guarantee by reason of his or its status as such stockholder, employee, officer, director or incorporator.

This is a continuing Exchange Note Guarantee and shall remain in full force and effect and shall be binding upon each Guarantor and its successors and assigns until full and final payment of all of NESL’s obligations under the Exchange Notes and Indenture or until released in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders, and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Exchange Note Guarantee of payment and not of collectability.

This Exchange Note Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Exchange Note upon which this Exchange Note Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers. The Obligations of each Guarantor under its Exchange Note Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law.

THE TERMS OF ARTICLE X OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE.

Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated.

Dated as of                                       , 2011

ASTI Transportation Systems, Inc.
EII Transport Inc.
Gateway Trade Center Inc.
Precision Solar Controls Inc.
Protection Services Inc.
SCI Products Inc.
Work Area Protection Corp.
By:
	Name: Paul I. Detwiler, III
	Title: Vice President

Signature page to Notation of Exchange Note Guarantee

EX-5.1

Exhibit 5.1

August 29, 2011

New Enterprise Stone & Lime Co., Inc.

3912 Brumbaugh Road

PO Box 77

New Enterprise, PA 16664

Ladies and Gentlemen:

We have served as counsel to New Enterprise Stone & Lime Co., Inc., a Delaware corporation (the “Issuer”), and the subsidiaries of the Issuer named in Schedule I attached hereto (each, a “Covered Guarantor” and collectively, the “Covered Guarantors”), in connection with the preparation by the Issuer, the Covered Guarantors and additional subsidiary guarantors of the Issuer (collectively with the Covered Guarantors, the “Guarantors”) of a Registration Statement on Form S-4 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”).  The Registration Statement registers up to $250,000,000 in aggregate principal amount of the Issuer’s 11% senior notes due 2018 (the “Exchange Notes”) and related guarantees of the Guarantors (the “Exchange Guarantees” and, together with the Exchange Notes, the “Exchange Securities”).  The Exchange Securities are to be issued under the Indenture (the “Indenture”) dated as of August 18, 2010 among the Issuer, the Guarantors and Wells Fargo Bank National Association as trustee (the “Trustee”), pursuant to an exchange offer (the “Exchange Offer”) described in the Registration Statement for a like principal amount of issued and outstanding 11% senior notes due 2018 of the Issuer (the “Old Notes”) and related guarantees of the Guarantors (the “Old Guarantees” and together with the Old Notes, the “Old Securities”) previously issued under the Indenture.  You have requested that we render this opinion and we are furnishing this opinion pursuant to the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Act.

In connection with our representation, and as a basis for the opinion below, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents

1. the Registration Statement, including the related prospectus included therein;

2. a specimen of the Exchange Securities; and

3. the Indenture.

In addition, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such corporate records of the Issuer and the Covered Guarantors and other certificates and documents of officials of the Issuer, the Covered Guarantors, public officials and others as we have deemed necessary for purposes of rendering the opinions set forth herein.

In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. As to any facts material to this opinion which were not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Issuer and others.

In issuing this opinion, we have also assumed (i) the due authorization, execution, issuance and delivery of the Indenture by the parties thereto other than the Issuer and the Covered Guarantors, (ii) that the Trustee is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and will be in compliance, generally and with respect to acting as a trustee, under the Indenture and all applicable laws and regulations, (iii) the due authentication of the Exchange Securities by the Trustee, (iv) the due authorization, execution and delivery of the Old Securities and that the Old Securities are valid and binding obligations of the Issuer and the Guarantors, (v) the due authorization, execution and delivery of the Exchange Securities by the Guarantors other than the Covered Guarantors and (vi) that the Indenture is a valid and binding obligation of all parties thereto other than the Issuer and the Guarantors, enforceable against them in accordance with its terms.

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that when the Registration Statement becomes effective under the Act and the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and the Exchange Securities have been duly executed

by the Issuer and the Guarantors in accordance with the terms of the Indenture and issued against receipt of the Old Securities surrendered in exchange therefor in accordance with the terms of the Exchange Offer, the Exchange Securities will be valid and binding obligations of the Issuer and the Guarantors, enforceable against them in accordance with their terms.

In addition to the other qualifications, exceptions and limitations set forth in this letter, our opinion expressed above is also subject to the effect of: (a) bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors’ rights (including, without limitation, the effect of statutory and other law regarding fraudulent conveyances, fraudulent transfers and preferential transfers), and (b) the exercise of judicial discretion and the application of principles of equity, good faith, fair dealing, reasonableness, conscionability and materiality (regardless of whether the applicable agreements are considered in a proceeding in equity or at law).

This opinion is limited to the substantive laws of the State of Delaware, the State of Pennsylvania and the State of New York and the federal laws of the United States, and we do not express any opinion herein concerning any other law.  We assume no obligation to supplement this opinion letter if any applicable law changes after the date hereof or if we become aware of any fact that might change this opinion after the date hereof.

We hereby consent to the filing of this letter with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act and to the use of this firm’s name therein and in the related prospectus under the caption “Legal Matters.”   In giving such consent, we do not hereby admit that we are an “expert” within the meaning of the Act.

Very truly yours,

/s/ Pepper Hamilton LLP

Pepper Hamilton LLP

SCHEDULE I

COVERED GUARANTORS

Name	Jurisdiction
ASTI Transportations Systems, Inc.	Delaware
EII Transport Inc.	Pennsylvania
Gateway Trade Center Inc.	New York
Protection Services Inc.	Pennsylvania
SCI Products Inc.	Pennsylvania

EX-10.1

Exhibit 10.1

EXECUTION VERSION

PURCHASE AGREEMENT

August 13, 2010

BANC OF AMERICA SECURITIES LLC
  As Representative of the Initial Purchasers

One Bryant Park
New York, New York 10036

Ladies and Gentlemen:

Introductory.  New Enterprise Stone & Lime Co., Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Banc of America Securities LLC (“BAS”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $250,000,000 aggregate principal amount of the Company’s 11% Senior Notes due 2018 (the “Notes”).  BAS has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes.

The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of August 18, 2010 (the “Indenture”), among the Company, the Guarantors (as defined below) and Wells Fargo Bank, National Association, as trustee (the “Trustee”).  Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Company, the Trustee and the Depositary.

The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of August 18, 2010 (the “Registration Rights Agreement”), among the Company, the Guarantors and the Initial Purchasers, pursuant to which the Company and the Guarantors may be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statements to be declared effective.  All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Company and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement.

The payment of principal of, premium, if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”).  The

Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.”

As described in the Pricing Disclosure Package (as defined below) and the Final Memorandum (as defined below), proceeds from the issuance and sale of the Securities shall be used to repay a portion of the Company’s existing indebtedness (the “Refinancing”) and pay related fees and expenses.  In connection with the Refinancing, the Company (i) will repay a portion of the amount outstanding under its Second Amended and Restated Credit Agreement, dated as of January 11, 2008 (as amended, the “First Lien Credit Facilities”), by and among the Company, Manufacturers and Traders Trust Company, National City Bank and the financial institutions identified as Lenders therein, (ii) will repay in full all amounts outstanding (including all accrued and unpaid interest) and terminate all commitments under its Second Lien Credit Agreement, dated as of January 11, 2008 (the “Second Lien Credit Facility”), by and among the Company, Manufacturers and Traders Trust Company, National City Bank and the financial institutions identified as Lenders therein, (iii) has entered into Amendments No. 7 and 8 to the First Lien Credit Facilities (together with all documents related to such facilities, the “Credit Agreement Amendments”) and (iv) has entered into Amendments No. 2 and 3 to its Loan Agreement, dated as of September 30, 2009 (the “Citizens Loan Agreement”), by and among the Company and Citizens Bank of Pennsylvania (together with all documents related to such loan agreement, the “Citizens Loan Agreement Amendments” and, together with the Credit Agreement Amendment, the “Loan Amendments”).

The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”).  The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom.  Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)).

The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated August 9, 2010 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated August 13, 2010 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities.  The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.”  Promptly after this Agreement is

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executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).

The Company hereby confirms its agreements with the Initial Purchasers as follows:

SECTION 1.Representations and Warranties.  Each of the Company and the Guarantors, jointly and severally, hereby represents, warrants and covenants to each Initial Purchaser that, as of the date hereof and as of the Closing Date (references in this Section 1 to the “Offering Memorandum” are to (x) the Pricing Disclosure Package in the case of representations and warranties made as of the date hereof and (y) the Final Offering Memorandum in the case of representations and warranties made as of the Closing Date):

(a)No Registration Required.  Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 hereof and with the procedures set forth in Section 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the Securities Act or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act,” which term, as used herein, includes the applicable rules and regulations of the Commission promulgated thereunder).

(b)No Integration of Offerings or General Solicitation.  None of the Company, its affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Company makes no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, or will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act.  None of the Company, its Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Company makes no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act.  With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, its Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Company makes no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and its Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Company makes no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

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(c)Eligibility for Resale Under Rule 144A.  The Securities are eligible for resale pursuant to Rule 144A and will not be, at the Closing Date, of the same class as securities listed on a national securities exchange registered under Section 6 of the Securities Act of 1934, as amended (the “Exchange Act,” which term, as used herein includes the applicable rules and regulations of the Commission promulgated thereunder) or quoted in a U.S. automated interdealer quotation system.

(d)The Pricing Disclosure Package and Offering Memorandum.  Neither the Pricing Disclosure Package, as of the Time of Sale, nor the Final Offering Memorandum, as of its date or (as amended or supplemented in accordance with Section 3(a), as applicable) as of the Closing Date, contains or represents an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Pricing Disclosure Package, the Final Offering Memorandum or any amendment or supplement thereto made in reliance upon and in conformity with information furnished to the Company in writing by any Initial Purchaser through the Representative expressly for use in the Pricing Disclosure Package, the Final Offering Memorandum or amendment or supplement thereto, as the case may be.  The Pricing Disclosure Package contains, and the Final Offering Memorandum will contain, all the information specified in, and meet the requirements of, Rule 144A.  The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Initial Purchasers’ distribution of the Securities, any offering material in connection with the offering and sale of the Securities other than the Pricing Disclosure Package and the Final Offering Memorandum.

(e)Company Additional Written Communications.  The Company has not prepared, made, used, authorized, approved or distributed and will not prepare, make, use, authorize, approve or distribute any written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities other than (i) the Pricing Disclosure Package, (ii) the Final Offering Memorandum and (iii) any electronic road show or other written communications, in each case used in accordance with Section 3(a).  Each such communication by the Company or its agents and representatives pursuant to clause (iii) of the preceding sentence (each, a “Company Additional Written Communication”), when taken together with the Pricing Disclosure Package, did not as of the Time of Sale, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from each such Company Additional Written Communication made in reliance upon and in conformity with information furnished to the Company in writing by any Initial Purchaser through the

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Representative expressly for use in any Company Additional Written Communication.

(f)The Purchase Agreement.  This Agreement has been duly authorized, executed and delivered by the Company and the Guarantors.

(g)The Registration Rights Agreement and DTC Agreement.  The Registration Rights Agreement has been duly authorized and, on the Closing Date, will have been duly executed and delivered by, and will constitute a valid and binding agreement of, the Company and the Guarantors, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, fraudulent conveyance or transfer, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors generally, and subject to general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law) and except as rights to indemnification may be limited by applicable law.  The DTC Agreement has been duly authorized and, on the Closing Date, will have been duly executed and delivered by, the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, fraudulent conveyance or transfer, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors generally, and subject to general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law).

(h)Authorization of the Notes, the Guarantees and the Exchange Notes.  The Notes to be purchased by the Initial Purchasers from the Company will on the Closing Date be in the form contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing Date, will have been duly executed by the Company and, when authenticated by the Trustee in the manner provided for in the Indenture and delivered against payment of the purchase price therefor, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, fraudulent conveyance or transfer, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors generally or by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law) and will be entitled to the benefits of the Indenture.  The Exchange Notes have been duly and validly authorized for issuance by the Company, and when issued and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, fraudulent conveyance or transfer, insolvency, reorganization, moratorium, or similar laws relating to or affecting enforcement of the rights and remedies of creditors generally or by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and will be

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entitled to the benefits of the Indenture.  The Guarantees of the Notes on the Closing Date and the Guarantees of the Exchange Notes when issued will be in the respective forms contemplated by the Indenture and have been duly authorized for issuance pursuant to this Agreement and the Indenture; the Guarantees of the Notes, at the Closing Date, will have been duly executed by each of the Guarantors and, when the Notes have been authenticated by the Trustee in the manner provided for in the Indenture and issued and delivered against payment of the purchase price therefor, the Guarantees of the Notes will constitute valid and binding agreements of the Guarantors; and, when the Exchange Notes have been authenticated in the manner provided for in the Indenture and issued and delivered in accordance with the Registration Rights Agreement, the Guarantees of the Exchange Notes will constitute valid and binding agreements of the Guarantors, in each case, enforceable against the Guarantors in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, fraudulent conveyance or transfer, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors generally or by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law) and will be entitled to the benefits of the Indenture.

(i)Authorization of the Indenture.  The Indenture has been duly authorized by the Company and the Guarantors and, at the Closing Date, will have been duly executed and delivered by the Company and the Guarantors and will constitute a valid and binding agreement of the Company and the Guarantors, enforceable against the Company and the Guarantors in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, fraudulent conveyance or transfer, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors generally or by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law).

(j)Description of the Securities and the Indenture.  The Securities, the Exchange Securities, the Registration Rights Agreement, this Agreement, the Loan Amendments and the Indenture will conform in all material respects to the respective statements relating thereto contained in the Offering Memorandum.

(k)No Material Adverse Change.  Except as otherwise disclosed in the Offering Memorandum (exclusive of any amendment or supplement thereto), subsequent to the respective dates as of which information is given in the Offering Memorandum (exclusive of any amendment or supplement thereto): (i) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations, whether or not arising from transactions in the ordinary course of business, of the Company and the Guarantors, considered as one entity (any such change is called a “Material Adverse Change”); (ii) the Company and the Guarantors, considered as one entity, have not incurred any material liability or obligation, indirect, direct or

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contingent, not in the ordinary course of business nor entered into any material transaction or agreement not in the ordinary course of business; and (iii) there has been no dividend or distribution of any kind declared, paid or made by the Company or, except for dividends paid to the Company or other subsidiaries, any of its wholly-owned subsidiaries on any class of capital stock or repurchase or redemption by the Company or any of its wholly-owned subsidiaries of any class of capital stock.

(l)Independent Accountants.

(i)PricewaterhouseCoopers LLP, which expressed its opinion with respect to the financial statements (which term as used in this Agreement includes the related notes thereto) included in the Offering Memorandum as of and for the two fiscal years in the period ended February 28, 2010 is an independent registered public accounting firm within the meaning of Rule 101 of the AICPA’s Code of Professional Conduct, and its interpretations and rulings thereunder, and any non-audit services provided by PricewaterhouseCoopers LLP to the Company or any of the Guarantors have been approved by the Audit Committee of the Board of Directors of the Company.

(ii)KPMG LLP, which expressed its opinion with respect to the financial statements (which term as used in this Agreement includes the related notes thereto) included in the Offering Memorandum as of and for the fiscal year ended February 29, 2008 is an independent registered public accounting firm within the meaning of Rule 101 of the AICPA’s Code of Professional Conduct, and its interpretations and rulings thereunder, and any non-audit services provided by KPMG LLP to the Company or any of the Guarantors have been approved by the Audit Committee of the Board of Directors of the Company.

(m)Preparation of the Financial Statements.  The financial statements, together with the related schedules and notes, included in the Offering Memorandum present fairly in all material respects the consolidated financial position of the entities to which they relate as of and at the dates indicated and the results of their operations and cash flows for the periods specified.  Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto.  The financial data set forth in the Offering Memorandum under the captions Summary Historical Consolidated Financial and Other Data” and “Selected Historical Consolidated Financial Data” fairly present in all material respects the information set forth therein on a basis consistent with that of the audited financial statements contained in the Offering Memorandum.  The statistical and market-related data included in the Offering Memorandum are based on or derived from sources that the Company and its subsidiaries believe to be reliable and accurate in all material respects.

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(n)Incorporation and Good Standing of the Company and the Guarantors.  Each of the Company and its subsidiaries has been duly incorporated or formed, as applicable, and is validly existing as a corporation, limited partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or formation, as applicable, and has corporate, partnership or limited liability company, as applicable, power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum and, in the case of the Company and the Guarantors, to enter into and perform its obligations under each of this Agreement, the Registration Rights Agreement, the DTC Agreement, the Securities the Exchange Securities and the Indenture.  Each of the Company and each Guarantor is duly qualified as a foreign corporation, limited partnership or limited liability company, as applicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change.  All of the issued and outstanding capital stock or other ownership interest of each Guarantor has been duly authorized and validly issued, is fully paid and nonassessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim, except as disclosed in the Offering Memorandum.  The Company does not own or control, directly or indirectly, any corporation, association or other entity not listed on Exhibit B hereto.

(o)Capitalization and Other Capital Stock Matters.  At May 31, 2010, on a consolidated basis, after giving pro forma effect to the issuance and sale of the Securities pursuant hereto, the Company would have an authorized and outstanding capitalization as set forth in the Offering Memorandum under the caption “Capitalization” (other than for subsequent issuances of capital stock, if any, pursuant to employee benefit plans described in the Offering Memorandum or upon exercise of outstanding options described in the Offering Memorandum).

(p)Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required.  Neither the Company nor any of the Guarantors is (i) in violation of its charter, bylaws or other constitutive document or (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of the Guarantors is a party or by which it or any of them may be bound (including, without limitation, the First Lien Credit Facilities), or to which any of the property or assets of the Company or any of the Guarantors is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change.  Assuming the accuracy of, and the Initial Purchasers’ compliance with, the representations and warranties set forth in this Agreement and assuming the compliance by the holders of the Securities with the offer and transfer restrictions set forth in the Pricing

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Disclosure Package and the Final Offering Memorandum, the execution, delivery and performance of this Agreement, the DTC Agreement and the Indenture by the Company and the Guarantors, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter, bylaws or other constitutive document of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of the Guarantors pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, rule, statute, administrative regulation or administrative or court decree applicable to the Company or any of the Guarantors, except, in the case of this clause (iii) for such violations as would not, individually or in the aggregate, result in a Material Adverse Change.  No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the execution, delivery and performance of this Agreement, the DTC Agreement (with respect to the Company only), the Loan Amendments or the Indenture by the Company and the Guarantors, or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable securities laws of the several states of the United States or provinces of Canada.  As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of the Guarantors.

(q)No Material Actions or Proceedings.  There are no legal or governmental actions, suits or proceedings pending or, to the Company’s knowledge, threatened (i) against or affecting the Company or any of the Guarantors or (ii) which has as the subject thereof any property owned or leased by, the Company or any of the Guarantors and any such action, suit or proceeding, if determined adversely to the Company or such Guarantor, would result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement.  Except as would result in a Material Adverse Change, no material labor dispute with the employees of the Company or any of the Guarantors exists or, to the “Company’s knowledge, is threatened or imminent.

(r)Intellectual Property Rights.  The Company and the Guarantors own or possess sufficient rights to use all material trademarks, trade names, patent rights, copyrights, licenses, approvals, trade secrets and other similar rights (collectively,

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“Intellectual Property Rights”) reasonably necessary to conduct their respective businesses as now conducted; and the expected expiration of any of such Intellectual Property Rights would not result in a Material Adverse Change.  Neither the Company nor any of the Guarantors has received any notice of infringement or conflict with asserted Intellectual Property Rights of others, which infringement or conflict, if the subject of an unfavorable decision, in each case except as would not, in the aggregate, result in a Material Adverse Change.

(s)All Necessary Permits, etc.  The Company and each Guarantor possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary under applicable law to own, lease and operate its properties and to conduct their respective businesses in the manner described in the Pricing Disclosure Package and the Offering Memorandum, and neither the Company nor any Guarantor has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Change.

(t)Title to Properties.  The Company and each of the Guarantors has good and, in the case of real property only, marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(l) hereof (or elsewhere in the Offering Memorandum), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except as disclosed in the Offering Memorandum and except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such Guarantor.  The real property and personal property held under lease by the Company or any Guarantor are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such Guarantor.

(u)Tax Law Compliance.  The Company and its consolidated subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them except (i) for any payments as may be being contested in good faith and by appropriate proceedings and for which the Company has established adequate reserves in accordance with GAAP or (ii) where the failure to make such filings or payment would not, individually or in the aggregate, result in a Material Adverse Change.  The Company has made adequate charges, accruals and reserves in accordance with GAAP in the applicable financial statements referred to in Section 1(l) hereof in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined, except to the extent of any

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inadequacy that would not, individually or in the aggregate, result in a Material Adverse Change.

(v)Company and Guarantors Not an “Investment Company”.  Neither the Company nor any Guarantor is, or after receipt of payment for the Securities will be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended and will conduct its business in a manner so that it will not be required to register under the Investment Company Act.

(w)Insurance.  Each of the Company and the Guarantors are insured by recognized, financially sound institutions with policies in such amounts and with such deductibles and covering such risks as the Company reasonably considers adequate and customary for their businesses including, without limitation, policies covering real and personal property owned or leased by the Company and the Guarantors against theft, damage, destruction, acts of vandalism, flood and earthquakes.  The Company has no reason to believe that it or any subsidiary will not be able (i) to renew its existing insurance coverage as and when such policies expire or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not result in a Material Adverse Change.  During the previous five fiscal years, neither the Company nor any Guarantor has been denied any material insurance coverage which it has sought or for which it has applied.

(x)No Price Stabilization or Manipulation.  None of the Company or any of the Guarantors has taken and will take, directly or indirectly, any action designed to or that might be reasonably expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.

(y)Solvency.  The Company and the Guarantors, taken as a whole, are and immediately after the Closing Date will be, Solvent.  As used herein, the term “Solvent” means, with respect to any person on a particular date, that on such date (i) the fair market value of the assets of such person, as of such date, is greater than the total amount of liabilities (including contingent liabilities) of such person, (ii) the present fair salable value of the assets of such person, as of such date, is greater than the amount that will be required to pay the probable liabilities of such person on its debts as they become absolute and matured, (iii) such person is able to realize upon its assets and pay its debts and other liabilities, including contingent obligations, as they mature and (iv) such person, as of such date, does not have unreasonably small capital.

(z)Company’s Accounting System.  The Company and each of the Guarantors maintain a system of accounting controls that is sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in

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accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(aa)Disclosure Controls and Procedures.  The Company has established and maintains disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company and the Guarantors is made known to the chief executive officer and chief financial officer of the Company by others within the Company or any of the Guarantors, and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject to the limitations of any such control system; the Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) any significant deficiencies or material weaknesses in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls; and since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, except for any corrective actions with regard to significant deficiencies and material weaknesses.

(bb)Regulations T, U, X. Neither the Company nor any Guarantor nor any of their respective wholly-owned subsidiaries nor any agent thereof acting on their behalf has taken, and none of them will take, any action that might cause this Agreement or the issuance or sale of the Securities to violate Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System.

(cc)Compliance with and Liability under Environmental Laws.  Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change: (i) each of the Company and the Guarantors and their respective operations and facilities are in compliance with, and not subject to any known liabilities under, applicable Environmental Laws, which compliance includes, without limitation, having obtained and being in compliance with any permits, licenses or other governmental authorizations or approvals, and having made all filings and provided all financial assurances and notices, required for the ownership and operation of the business, properties and facilities of the Company or the Guarantors under applicable Environmental Laws, and compliance with the terms and conditions thereof; (ii) neither the Company nor any of the Guarantors has received any written communication, whether from a governmental authority, citizens group, employee or otherwise, that alleges that the Company or any of the Guarantors is in violation of any Environmental Law; (iii) there is no claim, action or cause of action filed with a court or governmental authority, no investigation with respect to which the Company has received written notice, and no written notice by any person or entity alleging actual or potential liability on

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the part of the Company or any of the Guarantors based on or pursuant to any Environmental Law pending or, to the Company’s knowledge, threatened against the Company or any of the Guarantors or any person or entity whose liability under or pursuant to any Environmental Law the Company or any of the Guarantors has retained or assumed either contractually or by operation of law; (iv) neither the Company nor any of the Guarantors is conducting or paying for, in whole or in part, any investigation, response or other corrective action pursuant to any Environmental Law at any site or facility, nor is any of them subject or a party to any order, judgment, decree, contract or agreement which imposes any obligation or liability under any Environmental Law; (v) no lien, charge, encumbrance or restriction has been recorded pursuant to any Environmental Law with respect to any assets, facility or property owned, or to the knowledge of the Company, operated or leased by the Company or, to the knowledge of the Company, any of the Guarantors; and (vi) there are no past or present actions, activities, circumstances, conditions or occurrences, including, without limitation, the Release or threatened Release of any Material of Environmental Concern, that could reasonably be expected to result in a violation of or liability under any Environmental Law on the part of the Company or any of the Guarantors, including without limitation, any such liability which the Company or any of the Guarantors has retained or assumed either contractually or by operation of law.

For purposes of this Agreement, “Environment” means ambient air, indoor air, surface water, groundwater, drinking water, soil, surface and subsurface strata, and natural resources such as wetlands, flora and fauna. “Environmental Laws” means the common law and all federal, state, local and foreign laws or regulations, ordinances, codes, orders, decrees, judgments and injunctions issued, promulgated or entered thereunder, relating to pollution or protection of the Environment or human health, including without limitation, those relating to (i) the Release or threatened Release of Materials of Environmental Concern; and (ii) the manufacture, processing, distribution, use, generation, treatment, storage, transport, handling or recycling of Materials of Environmental Concern. “Materials of Environmental Concern” means any substance, material, pollutant, contaminant, chemical, waste, compound, or constituent, in any form, including without limitation, petroleum and petroleum products, subject to regulation or which can give rise to liability under any Environmental Law. “Release” means any release, spill, emission, discharge, deposit, disposal, leaking, pumping, pouring, dumping, emptying, injection or leaching into the Environment, or into, from or through any building, structure or facility.

(dd)Periodic Review of Costs of Environmental Compliance.  In the ordinary course of its business, the Company conducts a periodic review of the effect of Environmental Laws on the business, operations and properties of the Company and its subsidiaries, in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties).  On the basis of such review and the amount of its established reserves, the Company has

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reasonably concluded that such associated costs and liabilities would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change.

(ee)ERISA Compliance.  The Company and the Guarantors and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974 as amended, “ERISA,” which term, as used herein, includes the regulations and published interpretations thereunder) established or maintained by the Company, its subsidiaries or their ERISA Affiliates (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company or a subsidiary, any member of any group of organizations described in Section 414 of the Internal Revenue Code of 1986 (as amended, the “Code,” which term, as used herein, includes the regulations and published interpretations thereunder) of which the Company or such subsidiary is a member.  No “reportable event” (as defined under ERISA) has occurred or is reasonably expected to occur with respect to any “employee benefit plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates.  Neither the Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Sections 4971, 4975 or 4980B of the Code.  Each “employee benefit plan” established or maintained by the Company, its subsidiaries or any of their ERIS A Affiliates that is intended to be qualified under Section 401 of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would cause the loss of such qualification.

(ff)Compliance with Labor Laws.  Except as would not, individually or in the aggregate, result in a Material Adverse Change, (i) there is (A) no unfair labor practice complaint pending or, to the Company’s knowledge, threatened against the Company or any of the Guarantors before the National Labor Relations Board, and no grievance or arbitration proceeding arising out of or under collective bargaining agreements pending, or to the Company’s knowledge, overtly threatened, against the Company or any of the Guarantors that individually or in the aggregate would result in a Material Adverse Change, (B) no strike, labor dispute, slowdown or stoppage pending or, to the Company’s knowledge, overtly threatened against the Company or any of the Guarantors that individually or in the aggregate would result in a Material Adverse Change and (C) except as disclosed in the Offering Memorandum, no union representation question existing with respect to the employees of the Company or any of the Guarantors and, to the Company’s knowledge, no union organizing activities taking place and (ii) there has been no violation of any federal, state or local law relating to discrimination in hiring, promotion or pay of employees or of any applicable wage or hour laws that would result in a Material Adverse Change.

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(gg)Related Party Transactions.  No relationship, direct or indirect, exists between or among any of the Company or any affiliate of the Company, on the one hand, and any director, officer, member, stockholder, customer or supplier of the Company or any affiliate of the Company, on the other hand, which is required by the Securities Act to be disclosed in a registration statement on Form S-1 which is not so disclosed in the Offering Memorandum.  There are no outstanding loans, advances (except advances for business expenses in the ordinary course of business) or guarantees of indebtedness by the Company or any affiliate of the Company to or for the benefit of any of the officers or directors of the Company or any affiliate of the Company or any of their respective family members.  For purposes of this Agreement, the term “affiliate” or “Affiliate” does not include Kettle Creek Partners, LP and South Woodbury, L.P.

(hh)No Unlawful Contributions or Other Payments.  Neither the Company nor any of the Guarantors nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of the Guarantors is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the FCPA, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the Company, the Guarantors, its wholly-owned and majority-owned subsidiaries and, to the knowledge of the Company, its affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

“FCPA” means Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.

(ii)No Conflict with Money Laundering Laws.  The operations of the Company and the Guarantors are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of the Guarantors with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(jj)No Conflict with OFAC Laws.  Neither the Company nor any of the Guarantors nor, to the knowledge of the Company, any director, officer, agent, employee or

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affiliate of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

(kk)Regulation S. The Company, the Guarantors and their respective affiliates and all persons acting on their behalf (other than the Initial Purchasers, as to whom the Company and the Guarantors make no representation) have complied with and will comply with the offering restrictions requirements of Regulation S in connection with the offering of the Securities outside the United States and, in connection therewith, the Offering Memorandum will contain the disclosure required by Rule 902.  The Securities sold in reliance on Regulation S will be represented upon issuance by a temporary global security that may not be exchanged for definitive securities until the expiration of the 40-day restricted period referred to in Rule 903 of the Securities Act and only upon certification of beneficial ownership of such Securities by non-U.S. persons or U.S. persons who purchased such Securities in transactions that were exempt from the registration requirements of the Securities Act.

(ll)Loan Amendments.  The Loan Amendments have been duly and validly authorized by the Company and the Guarantors, as applicable, and are the valid and legally binding obligation of the Company and the Guarantors, as applicable, enforceable against the Company and the Guarantors, as applicable, in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

Any certificate signed by an officer of the Company or any Guarantor and delivered to the Initial Purchasers or to counsel for the Initial Purchasers shall be deemed to be a representation and warranty by the Company or such Guarantor, as the case may be, to each Initial Purchaser as to the matters set forth therein.

SECTION 2.Purchase, Sale and Delivery of the Securities.

(a)The Securities.  Each of the Company and the Guarantors agrees to issue and sell to the Initial Purchasers, severally and not jointly, all of the Securities, and, subject to the conditions set forth herein, the Initial Purchasers agree, severally and not jointly, to purchase from the Company and the Guarantors the aggregate principal amount of Securities set forth opposite their names on Schedule A, at a purchase price of 97.96% of the principal amount thereof payable on the Closing Date, in each case, on the basis of the representations, warranties and agreements herein contained, and upon the terms herein set forth.  The Company and the Guarantors shall not be obligated to deliver any of the Securities to be delivered

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hereunder except upon payment for all of the Securities to be purchased as provided herein.

(b)The Closing Date.  Delivery of certificates for the Securities in definitive form to be purchased by the Initial Purchasers and payment therefor shall be made at the offices of Cahill Gordon & Reindel LLP, 80 Pine Street, New York, New York 10005 (or such other place as may be agreed to by the Company and BAS) at 9:00 a.m. New York City time, on August 18, 2010, or such other time and date as BAS shall designate by notice to the Company (the time and date of such closing are called the “Closing Date”).  The Company hereby acknowledges that circumstances under which BAS may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 17 hereof.

(c)Delivery of the Securities.  The Company shall deliver, or cause to be delivered, to BAS for the accounts of the several Initial Purchasers certificates for the Notes at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor.  The certificates for the Notes shall be in such denominations and registered in the name of Cede & Co., as nominee of the Depositary, pursuant to the DTC Agreement, and shall be made available for inspection on the business day preceding the Closing Date at a location in New York City, as BAS may designate.  Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Initial Purchasers.

(d)Initial Purchasers Representations.  Each Initial Purchaser severally and not jointly represents and warrants to, and agrees with, the Company that:

(i)it will offer and sell Securities only to (a) persons who it reasonably believes are “qualified institutional buyers” within the meaning of Rule 144A (“Qualified Institutional Buyers”) in transactions meeting the requirements of Rule 144A or (b) upon the terms and conditions set forth in Annex I to this Agreement;

(ii)it is a Qualified Institutional Buyer and an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act;

(iii)it will not offer or sell Securities by, any form of general solicitation or general advertising, including but not limited to the methods described in Rule 502(c) under the Securities Act;

the Securities offered and sold in reliance upon Regulation S have been and will be offered and sold only in offshore transactions, and none of the Initial

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Purchasers, the Company, the Guarantors or any person acting on its or their behalf have engaged or will engage in any directed selling efforts within the meaning of Regulation S with respect to the Securities;

(iv)in relation to each Member State (each, a “Relevant Member State”) of the European Economic Area that has implemented Directive 2003/7 1/EC (including any relevant implementing measure in each Relevant Member State, the “Prospectus Directive”), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), it has not made and will not make an offer of the Securities to the public (as such expression is defined in Section 17 of the Prospectus Directive) in that Relevant Member State prior to the publication of a prospectus in relation to the Securities that has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of the Securities to the public in that Relevant Member State at any time: (A) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; (B) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000; and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; (C) to investors with the minimum total consideration per investor of €50,000 or (D) in any other circumstances which do not require the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive;

(v)it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act of 2000 (the “FSMA”)) received by it in connection with the issue or sale of the Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and

(vi)it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom.

SECTION 3.Additional Covenants.  Each of the Company and the Guarantors, jointly and severally, further covenants and agrees with each Initial Purchaser as follows:

(a)Preparation of Final Offering Memorandum; Initial Purchasers’ Review of Proposed Amendments and Supplements and Company Additional Written Communications.  As promptly as practicable following the Time of Sale and in any event not later than the second business day following the date hereof, the

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Company will prepare and deliver to the Initial Purchasers the Final Offering Memorandum, which shall consist of the Preliminary Offering Memorandum as modified only by the information contained in the Pricing Supplement.  The Company will not amend or supplement the Pricing Disclosure Package without the consent of the Representative, which consent shall not be unreasonably withheld.  The Company will not amend or supplement the Final Offering Memorandum prior to the later of the Closing Date and the completion of the placement of the Securities unless the Representative shall previously have been furnished a copy of the proposed amendment or supplement at least two business days prior to the proposed use or filing, and shall not have objected to such amendment or supplement.  Before making, preparing, using, authorizing, approving or distributing any Company Additional Written Communication, the Company will furnish to the Representative a copy of such written communication for review and will not make, prepare, use, authorize, approve or distribute any such written communication to which the Representative reasonably objects.

(b)Amendments and Supplements to the Final Offering Memorandum and Other Securities Act Matters.  If at any time prior to the Closing Date (i) any event shall occur or condition shall exist as a result of which any of the Pricing Disclosure Package as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (ii) it is necessary to amend or supplement any of the Pricing Disclosure Package to comply with applicable law, the Company and the Guarantors will immediately notify the Initial Purchasers thereof and forthwith prepare and (subject to Section 3(a) hereof) furnish to the Initial Purchasers such amendments or supplements to any of the Pricing Disclosure Package as may be necessary so that the statements in any of the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances under which they were made, be misleading or so that any of the Pricing Disclosure Package will comply with all applicable law.  If, prior to the completion of the placement of the Securities by the Initial Purchasers with the Subsequent Purchasers, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Final Offering Memorandum, as then amended or supplemented, in order to make the statements therein, in the light of the circumstances when the Final Offering Memorandum is delivered to a Subsequent Purchaser, not misleading, or if in the judgment of the Representative or counsel for the Initial Purchasers it is otherwise necessary to amend or supplement the Final Offering Memorandum to comply with law, the Company and the Guarantors agree to promptly prepare (subject to Section 3(a) hereof) and furnish at its own expense to the Initial Purchasers, amendments or supplements to the Final Offering Memorandum so that the statements in the Final Offering Memorandum as so amended or supplemented will not, in the light of the circumstances at the Closing Date and at the time of sale of Securities, be misleading or so that the Final Offering Memorandum, as amended or supplemented, will comply with all applicable law.

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Each of the Company and the Guarantors hereby expressly acknowledges that the indemnification and contribution provisions of Sections 8 and 9 hereof are specifically applicable and relate to each offering memorandum, amendment or supplement referred to in this Section 3.

(c)Copies of the Offering Memorandum.  The Company agrees to furnish the Initial Purchasers, without charge, as many copies of the Pricing Disclosure Package and the Final Offering Memorandum and any amendments and supplements thereto as they shall reasonably request.

(d)Blue Sky Compliance.  Each of the Company and the Guarantors shall cooperate with the Representative and counsel for the Initial Purchasers to qualify or register (or to obtain exemptions from qualifying or registering) all or any part of the Securities for offer and sale and determination of their eligibility for investment under the securities laws of the several states of the United States and the provinces of Canada and shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Securities.  None of the Company or any of the Guarantors shall be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such state or jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation in respect of doing business in any jurisdiction in which it is not otherwise so subject.  The Company will advise the Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, each of the Company and the Guarantors shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.

(e)Use of Proceeds.  The Company shall apply the net proceeds from the sale of the Securities sold by it in the manner described under the caption “Use of Proceeds” in the Pricing Disclosure Package.

(f)The Depositary.  The Company will cooperate with the Initial Purchasers and use its best efforts to permit the Securities to be eligible for clearance and settlement through the facilities of the Depositary.

(g)Additional Issuer Information.  Prior to the completion of the placement of the Securities by the Initial Purchasers with the Subsequent Purchasers, the Company shall file, on a timely basis, with the Commission all reports and documents required to be filed under Section 13 or 15 of the Exchange Act.  Additionally, at any time when the Company is not subject to Section 13 or 15 of the Exchange Act, for the benefit of holders and beneficial owners from time to time of the Securities, the Company shall furnish, at its expense, upon request, to holders and beneficial owners of Securities and prospective purchasers of Securities

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information (“Additional Issuer Information”) satisfying the requirements of Rule 144A(d).

(h)Agreement Not To Offer or Sell Additional Securities.  During the period of 90 days following the date hereof, the Company will not, without the prior written consent of BAS, directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1 under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any debt securities of the Company or securities exchangeable for or convertible into debt securities of the Company (other than as contemplated by this Agreement and to register the Exchange Securities).

(i)Future Reports to the Initial Purchasers.  At any time when the Company is not subject to Section 13 or 15 of the Exchange Act and any Securities remain outstanding, the Company will furnish to the Representative and, upon request, to each of the other Initial Purchasers the reports required to be delivered pursuant to the “Provision of Financial Information” covenant in the Description of Notes section of the Preliminary Offering Memorandum on the timelines set forth therein for delivery of such reports and (ii) as soon as available, copies of any report or communication of the Company mailed generally to holders of its debt securities (including the holders of the Securities), if, in each case, such documents are not filed with the Commission within the time periods specified by the Commission’s rules and regulations under Section 13 or 15 of the Exchange Act.

(j)No Integration.  The Company agrees that it will not and will use its commercially reasonable efforts to cause its Affiliates not to make any offer or sale of securities of the Company of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.

(k)No General Solicitation or Directed Selling Efforts.  The Company agrees that it will not and will use its commercially reasonable efforts to not permit any of its Affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) to (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or (ii) engage in any directed selling efforts with respect to the Securities within the meaning of Regulation S, and the Company will and will cause all such

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persons to comply with the offering restrictions requirement of Regulation S with respect to the Securities.

(l)No Restricted Resales.  During the period of two years from the Closing Date, the Company will not, and will not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to resell any of the Notes that have been reacquired by any of them.

(m)Legended Securities.  Each certificate for a Note will bear the legend contained in “Notice to Investors” in the Preliminary Offering Memorandum for the time period and upon the other terms stated in the Preliminary Offering Memorandum.

The Representative on behalf of the several Initial Purchasers, may, in its sole discretion, waive in writing the performance by the Company or any Guarantor of any one or more of the foregoing covenants or extend the time for their performance.

SECTION 4.Payment of Expenses.  Each of the Company and the Guarantors agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including, without limitation, (i) all expenses incident to the issuance and delivery of the Securities (including all printing and engraving costs), (ii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Securities to the Initial Purchasers, (iii) all fees and expenses of the Company’s and the Guarantors’ counsel, independent public or certified public accountants and other advisors, (iv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Pricing Disclosure Package and the Final Offering Memorandum (including financial statements and exhibits), and all amendments and supplements thereto, this Agreement, the Registration Rights Agreement, the Indenture, the DTC Agreement and the Notes and Guarantees, (v) all filing fees, attorneys’ fees and expenses incurred by the Company, the Guarantors or the reasonable filing fees and reasonable attorneys’ fees and expenses of the Initial Purchasers in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Securities for offer and sale under the securities laws of the several states of the United States, the provinces of Canada or other jurisdictions designated by the Initial Purchasers (including, without limitation, the cost of preparing, printing and mailing preliminary and final blue sky or legal investment memoranda and any related supplements to the Pricing Disclosure Package or the Final Offering Memorandum, (vi) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture, the Securities and the Exchange Securities, (vii) any fees payable in connection with the rating of the Securities or the Exchange Securities with the ratings agencies, (viii) any filing fees incident to, and any reasonable fees and disbursements of counsel to the Initial Purchasers in connection with the review by FINRA, if any, of the terms of the sale of the Securities or the Exchange Securities, and (ix) all fees and expenses (including fees and expenses of counsel) of the Company and the Guarantors in connection with approval of the Securities by the Depositary for “book-entry” transfer, and the performance by the Company and the Guarantors of their respective other obligations under this Agreement and (x) all expenses incident to the “road show” for the offering of the Securities, including the cost of any chartered airplane or other transportation.  Except as provided in this

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Section 4 and Sections 6, 8 and 9 hereof, the Initial Purchasers shall pay their own expenses, including the fees and disbursements of their counsel.

SECTION 5.Conditions of the Obligations of the Initial Purchasers.  The obligations of the several Initial Purchasers to purchase and pay for the Securities as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company and the Guarantors set forth in Section 1 hereof as of the date hereof and as of the Closing Date as though then made and to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

(a)Accountants’ Comfort Letter.  On the date hereof, the Initial Purchasers shall have received from each of PricewaterhouseCoopers LLP and KPMG LLP, the independent registered public accounting firms for the Company, a “comfort letter” dated the date hereof addressed to the Initial Purchasers, in form and substance reasonably satisfactory to the Representatives, covering the financial information in the Pricing Disclosure Package and other customary matters.  In addition, on the Closing Date, the Initial Purchasers shall have received from such accountants a “bring-down comfort letter” dated the Closing Date addressed to the Initial Purchasers, in form and substance reasonably satisfactory to the Representative, in the form of the “comfort letter” delivered on the date hereof, except that (i) it shall cover the financial information in the Final Offering Memorandum and any amendment or supplement thereto and (ii) procedures shall be brought down to a date no more than five days prior to the Closing Date.

(b)No Material Adverse Change or Ratings Agency Change.  For the period from and after the date of this Agreement and prior to the Closing Date:

(i)in the judgment of the Representative there shall not have occurred any Material Adverse Change; and

(ii)there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded the Company or any of its subsidiaries or any of their securities or indebtedness by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436 under the Securities Act.

(c)Opinion of Counsel for the Company.  On the Closing Date the Initial Purchasers shall have received the favorable opinion of (i) Pepper Hamilton LLP, counsel for the Company, dated as of such Closing Date, the form of which is attached as Exhibit A and (ii) Local Counsel reasonably satisfactory to the Representative and listed on Exhibit B hereto for each jurisdiction set forth therein, dated as of such Closing Date, in form and substance reasonably satisfactory to the Representative.

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(d)Opinion of Counsel for the Initial Purchasers.  On the Closing Date the Initial Purchasers shall have received the favorable opinion of Cahill Gordon & Reindel LLP, counsel for the Initial Purchasers, dated as of such Closing Date, with respect to such matters as may be reasonably requested by the Initial Purchasers.

(e)Officers’ Certificate.  On the Closing Date, the Initial Purchasers shall have received a written certificate executed by an executive officer of the Company and each Guarantor and a principal financial or accounting officer of the Company and each Guarantor, dated as of the Closing Date, to the effect set forth in Section 5(b)(ii) hereof, and further to the effect that:

(i)for the period from and after the date of this Agreement and prior to the Closing Date there has not occurred any Material Adverse Change;

(ii)the representations, warranties and covenants of the Company and the Guarantors set forth in Section 1 hereof were true and correct as of the date hereof and are true and correct as of the Closing Date with the same force and effect as though expressly made on and as of the Closing Date; and

(iii)the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date.

(f)Indenture; Registration Rights Agreement.  The Company and the Guarantors shall have executed and delivered the Indenture, in form and substance reasonably satisfactory to the Initial Purchasers, and the Initial Purchasers shall have received executed copies thereof.  The Company and the Guarantors shall have executed and delivered the Registration Rights Agreement, in form and substance reasonably satisfactory to the Initial Purchasers, and the Initial Purchasers shall have received such executed counterparts.

(g)Concurrent Transactions.  The Refinancing shall have been consummated substantially concurrently on the terms and conditions described in the Pricing Disclosure Package.

(h)Additional Documents.  On or before the Closing Date, the Initial Purchasers and counsel for the Initial Purchasers shall have received such information, documents and opinions as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of the Securities as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained.

If any condition specified in this Section 5 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representative by notice to the Company at any time on or prior to the Closing Date, which termination shall be without liability on the part of any party to any other party, except that Sections 4, 6, 8 and 9 hereof shall at all times be effective and shall survive such termination.

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SECTION 6.Reimbursement of Initial Purchasers’ Expenses.  If this Agreement is terminated by the Representative pursuant to Section 5 or clause (iv) or (v) of Section 10 hereof, including if the sale to the Initial Purchasers of the Securities on the Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or the Guarantors to perform any agreement herein or to comply with any provision hereof, the Company and the Guarantors, jointly and severally, agree to reimburse the Initial Purchasers, severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Initial Purchasers in connection with the proposed purchase and the offering and sale of the Securities, including, without limitation, reasonable and documented fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

SECTION 7.Offer, Sale and Resale Procedures.  Each of the Initial Purchasers, on the one hand, and the Company and each of the Guarantors, on the other hand, hereby agree to observe the following procedures in connection with the offer and sale of the Securities:

(a)Offers and sales of the Securities will be made only by the Initial Purchasers or Affiliates thereof qualified to do so in the jurisdictions in which such offers or sales are made.  Each such offer or sale shall only be made to persons whom the offeror or seller reasonably believes to be Qualified Institutional Buyers or non-U.S. persons outside the United States to whom the offeror or seller reasonably believes offers and sales of the Securities may be made in reliance upon Regulation S upon the terms and conditions set forth in Annex I hereto, which Annex I is hereby expressly made a part hereof.

(b)The Securities will be offered by approaching prospective Subsequent Purchasers on an individual basis.  No general solicitation or general advertising (within the meaning of Rule 502 under the Securities Act) will be used in the United States in connection with the offering of the Securities.

(c)Upon original issuance by the Company, and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Notes (and all securities issued in exchange therefor or in substitution thereof, other than the Exchange Notes) shall bear the following legend:

“THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.  EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A

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THEREUNDER.  THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)(a) INSIDE THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (b) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (c) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF APPLICABLE) OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE SECURITIES LAWS OF ANY OTHER JURISDICTION (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY IF THE COMPANY SO REQUESTS), (2) TO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE.  NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY.”

Following the sale of the Securities by the Initial Purchasers to Subsequent Purchasers pursuant to the terms hereof, the Initial Purchasers shall not be liable or responsible to the Company for any losses, damages or liabilities suffered or incurred by the Company, including any losses, damages or liabilities under the Securities Act, arising from or relating to any resale or transfer of any Security.

SECTION 8.Indemnification.

(a)Indemnification of the Initial Purchasers.  Each of the Company and the Guarantors, jointly and severally, agrees to indemnify and hold harmless each

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Initial Purchaser, its affiliates, directors, officers and employees, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, affiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company or as otherwise permitted under Section 8(d) hereof), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; and to reimburse each Initial Purchaser and each such affiliate, director, officer, employee or controlling person for any and all reasonable expenses (including the reasonable fees and disbursements of counsel chosen by BAS) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto).  The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have to each Initial Purchaser and each such affiliate, director, officer, employer or controlling person.

(b)Indemnification of the Company and the Guarantors.  Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each Guarantor, each of their respective directors, officers and employees and each person, if any, who controls the Company or any Guarantor within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, any Guarantor or any such director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any

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litigation, if such settlement is effected with the written consent of such Initial Purchaser or as otherwise permitted under Section 8(d) hereof), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representative expressly for use therein; and to reimburse the Company, any Guarantor and each such director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, any Guarantor or such director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action.  Each of the Company and the Guarantors hereby acknowledges that the only information that the Initial Purchasers through the Representative have furnished to the Company expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in the third sentence of the paragraph under the caption “Plan of Distribution—New Issue of Notes” and the first paragraph under the caption “Plan of Distribution—Short Positions” in the Preliminary Offering Memorandum and the Final Offering Memorandum.  The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Initial Purchaser may otherwise have to the Company, any Guarantor and each such director, officer, employee or controlling person.

(c)Notifications and Other Indemnification Procedures.  Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party hereunder for contribution or indemnification under this Section 8, notify the indemnifying party in writing of the commencement thereof; provided that the failure to so notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party under this Section 8 except to the extent that it has been materially prejudiced by such failure (through the forfeiture of substantive rights and defenses) and shall not relieve the indemnifying party from any liability that the indemnifying party may have to an indemnified party other than under this Section 8 and Section 9. In case any such action is brought against any indemnified party and such indemnified

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party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participate in and, to the extent that it shall elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties.  Upon receipt of notice from the indemnifying party to such indemnified party of such indemnifying party’s election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 8 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in accordance with the proviso to the immediately preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (together with local counsel (in each jurisdiction)), which shall be selected by BAS (in the case of counsel representing the Initial Purchasers or their related persons), representing the indemnified parties who are parties to such action) or (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action, in each of which cases the fees and expenses of counsel shall be at the expense of the indemnifying party.

(d)Settlements.  The indemnifying party under this Section 8 shall not be liable for any settlement of any proceeding effected without its written consent, which will not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment.  Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 8, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 40 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 20 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request or disputed in good faith the indemnified party’s entitlement to such reimbursement prior to the date of such

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settlement.  No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include any statements as to or any findings of fault, culpability or failure to act by or on behalf of any indemnified party.

SECTION 9.Contribution.  If the indemnification provided for in Section 8 hereof is for any reason held to be unavailable to or otherwise insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount paid or payable by such indemnified party, as incurred, as a result of any losses, claims, damages, liabilities or expenses referred to therein (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, from the offering of the Securities pursuant to this Agreement or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, in connection with the statements or omissions or inaccuracies in the representations and warranties herein which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations.  The relative benefits received by the Company and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, in connection with the offering of the Securities pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Securities pursuant to this Agreement (before deducting expenses) received by the Company, and the total discount received by the Initial Purchasers bear to the aggregate initial offering price of the Securities.  The relative fault of the Company and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact or any such inaccurate or alleged inaccurate representation or warranty relates to information supplied by the Company and the Guarantors, on the one hand, or the Initial Purchasers, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission or inaccuracy.

The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 8 hereof, any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim.  The provisions set forth in Section 8 hereof with respect to notice of commencement of any action shall apply if a claim for contribution is to be made under this Section 9; provided, however, that no additional notice shall be required with respect to any action for which notice has been given under Section 8 hereof for purposes of indemnification.

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The Company, the Guarantors and the Initial Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined by pro rata allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 9.

Notwithstanding the provisions of this Section 9, no Initial Purchaser shall be required to contribute any amount in excess of the discount received by such Initial Purchaser in connection with the Securities distributed by it.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11 of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.  The Initial Purchasers’ obligations to contribute pursuant to this Section 9 are several, and not joint, in proportion to their respective commitments as set forth opposite their names in Schedule A. For purposes of this Section 9, each Affiliate, director, officer and employee of an Initial Purchaser and each person, if any, who controls an Initial Purchaser within the meaning of the Securities Act and the Exchange Act shall have the same rights to contribution as such Initial Purchaser, and each director, officer and employee of the Company or any Guarantor, and each person, if any, who controls the Company or any Guarantor with the meaning of the Securities Act and the Exchange Act shall have the same rights to contribution as the Company and the Guarantors.

SECTION 10.         Termination of this Agreement.  Prior to the Closing Date, this Agreement may be terminated by the Representative by notice given to the Company if at any time: (i) trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York or Pennsylvania authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative is material and adverse and makes it impracticable or inadvisable to proceed with the offering sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured.  Any termination pursuant to this Section 10 shall be without liability on the part of (i) the Company or any Guarantor to any Initial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Sections 4 and 6 hereof, (ii) any Initial Purchaser to the Company, or (iii) any party hereto to any other party except that the provisions of Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

SECTION 11.         Representations and Indemnities to Survive Delivery.  The respective indemnities, agreements, representations, warranties and other statements of the Company, the Guarantors, their respective officers and the several Initial Purchaser set forth in or made

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pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Initial Purchaser, the Company, any Guarantor or any of their partners, officers or directors or any controlling person, as the case may be, and will survive delivery of and payment for the Securities sold hereunder and any termination of this Agreement.

SECTION 12.         Notices.  All communications hereunder shall be in writing and shall be mailed, hand delivered, couriered or facsimiled and confirmed to the parties hereto as follows:

If to the Initial Purchasers:

Banc of America Securities LLC
One Bryant Park
New York, New York 10036
Facsimile: (212) 901-7897
Attention: Legal Department

with a copy to:

Cahill Gordon & Reindel LLP
80 Pine Street
New York, New York 10005
Facsimile: (212) 269-5420
Attention: James J. Clark

If to the Company or the Guarantors:

New Enterprise Stone & Lime Co., Inc.
3912 Brumbaugh Road, PO Box 77
New Enterprise, Pennsylvania 16664
Facsimile: (816) 766-4400
Attention: Paul I. Detwiler, III

with a copy to:

Pepper Hamilton LLP
3000 Two Logan Square
Eighteenth and Arch Streets
Philadelphia, Pennsylvania 19103-2799
Facsimile: (215) 981-4750
Attention: Cary S. Levinson Brian M. Katz

Any party hereto may change the address or facsimile number for receipt of communications by giving written notice to the others.

SECTION 13.         Successors.  This Agreement will inure to the benefit of and be binding upon the parties hereto, and to the benefit of the indemnified parties referred to in Sections 8 and 9 hereof, and in each case their respective successors, and no other person will have any right or obligation hereunder.  The term “successors” shall not include any Subsequent Purchaser or

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other purchaser of the Securities as such from any of the Initial Purchasers merely by reason of such purchase.

SECTION 14.         Authority of the Representative.  Any action by the Initial Purchasers hereunder may be taken by Banc of America Securities LLC on behalf of the Initial Purchasers, and any such action taken by Banc of America Securities LLC shall be binding upon the Initial Purchasers.

SECTION 15.         Partial Unenforceability.  The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof.  If any section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable.

SECTION 16.         Governing Law Provisions.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF.

(a)Consent to Jurisdiction.  Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) may be instituted in the federal courts of the United States of America located in the City and County of New York or the courts of the State of New York in each case located in the City and County of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for suits, actions, or proceedings instituted in regard to the enforcement of a judgment of any Specified Court in a Related Proceeding a “Related Judgment,” as to which such jurisdiction is non-exclusive) of the Specified Courts in any Related Proceeding.  Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any Related Proceeding brought in any Specified Court.  The parties irrevocably and unconditionally waive any objection to the laying of venue of any Specified Proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any Specified Court that any Related Proceeding brought in any Specified Court has been brought in an inconvenient forum.

SECTION 17.         Default of One or More of the Several Initial Purchasers.  If any one or more of the several Initial Purchasers shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on the Closing Date, and the aggregate number of Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Securities to be purchased on such date, the other Initial Purchasers shall be obligated, severally, in the proportions that the number of Securities set forth opposite their respective names on Schedule A bears to the aggregate number of Securities set forth opposite the names of all such non-defaulting Initial Purchasers, or

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in such other proportions as may be specified by the Initial Purchasers with the consent of the non-defaulting Initial Purchasers, to purchase the Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase on the Closing Date.  If any one or more of the Initial Purchasers shall fail or refuse to purchase Securities and the aggregate number of Securities with respect to which such default occurs exceeds 10% of the aggregate number of Securities to be purchased on the Closing Date, and arrangements satisfactory to the Initial Purchasers and the Company for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Sections 4, 6, 8 and 9 hereof shall at all times be effective and shall survive such termination.  In any such case either the Initial Purchasers or the Company shall have the right to postpone the Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Final Offering Memorandum or any other documents or arrangements may be effected.

As used in this Agreement, the term “Initial Purchaser” shall be deemed to include any person substituted for a defaulting Initial Purchaser under this Section 17.  Any action taken under this Section 17 shall not relieve any defaulting Initial Purchaser from liability in respect of any default of such Initial Purchaser under this Agreement.

SECTION 18.         No Advisory or Fiduciary Responsibility.  Each of the Company and the Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Guarantors, on the one hand, and the several Initial Purchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Initial Purchaser is and has been acting solely as a principal and is not the agent or fiduciary of the Company, and the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Initial Purchaser has assumed or will assume an advisory or fiduciary responsibility in favor of the Company and the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Initial Purchaser has advised or is currently advising the Company and the Guarantors on other matters) or any other obligation to the Company and the Guarantors except the obligations expressly set forth in this Agreement; (iv) the several Initial Purchasers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors, and the several Initial Purchasers have no obligation to disclose any of such interests by virtue of any fiduciary or advisory relationship; and (v) the Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby, and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof.  The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors

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may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

SECTION 19.         General Provisions.  This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof.  This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  Delivery of an executed counterpart of a signature page to this Agreement by telecopier, facsimile, email or other electronic transmission (i.e., a “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart thereof.  This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit.  The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement.

[Signatures appear on the following pages]

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If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms.

Very truly yours,

New Enterprise Stone & Lime Co., Inc.
By:	/s/ Paul I. Detwiler, III
	Name:	Paul I. Detwiler, III
	Title:	Executive Vice President
Guarantors:
	2544 Clinton, Inc.
	Buffalo Crushed Stone Inc.
	Gateway Trade Center Inc.
	ABC Paving Co., Inc.
	E.R.S.C., Inc.
	New Enterprise Transportation Inc.
	Stabler Companies Inc.
	Eastern Industries, Inc.
	Elco-Hausman Construction Corporation
	EII Transport Inc.
	ASTI Transportation Systems, Inc.
	Protection Services Inc.
	SCI Products Inc.
	Work Area Protection Corp
	Stabler Development Company
	Precision Solar Controls, Inc.
By:	/s/ Paul I. Detwiler, III
	Name:	Paul I. Detwiler, III
	Title:	Vice President

[Purchase Agreement]

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The foregoing Purchase Agreement is hereby confirmed and accepted by the Initial Purchasers as of the date first above written.

BANC OF AMERICA SECURITIES LLC
	Acting on behalf of itself
	and as the Representative of
	the several Initial Purchasers
By:	Banc of America Securities LLC
	By:	/s/ W.H. Pegler, Jr.
		Name:	W.H. Pegler, Jr.
		Title:	Director

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SCHEDULE A

Initial Purchasers	Aggregate Principal Amount of Securities to be Purchased
Banc of America Securities LLC	$	208,333,000
PNC Capital Markets LLC	20,833,000
KeyBanc Capital Markets Inc	7,162,000
Santander Investment Securities Inc	7,162,000
RBS Securities Inc	6,510,000
Total	$	250,000,000

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EXHIBIT A

Guarantors

ENTITY	JURISDICTIONS OF  FOREIGN  QUALIFICATION
2544 Clinton, Inc., a New York corporation	-
ABC Paving Co., Inc., a New York corporation	Pennsylvania
ASTI Transportation Systems, Inc., a Delaware corporation	Missouri, Nebraska, Pennsylvania,
Buffalo Crushed Stone Inc., a New York corporation	Pennsylvania
Eastern Industries, Inc. , a Pennsylvania corporation	New Jersey
EII Transport, Inc. , a Pennsylvania corporation	-
Elco-Hausman Construction Corporation, a Pennsylvania corporation	-
E.R.S.C., Inc., a New York corporation	-
Gateway Trade Center Inc., a New York corporation	-
New Enterprise Transportation Inc., a Pennsylvania corporation	-
Precision Solar Controls, Inc., a Texas corporation	-
Protection Services Inc., a Pennsylvania corporation	Alabama, Arkansas, Delaware, District of Columbia, Florida, Georgia, Illinois, Iowa, Kentucky, Maryland, Mississippi, North Carolina, New Jersey, Pennsylvania (under name Pennsylvania PSI Corporation), New York, Ohio, Oklahoma, South Carolina, Tennessee, Texas, Virginia, West Virginia
SCI Products Inc., a Pennsylvania corporation	-
Stabler Companies Inc., a Pennsylvania corporation	-
Stabler Development Company, a Pennsylvania corporation	-
Work Area Protection Corp., an Illinois corporation	Kansas, Maryland, Massachusetts, Michigan, Oklahoma

EXHIBIT B

Shefsky & Froelich Ltd. — Illinois
Weil, Gotshal & Manges LLP — Texas

1

ANNEX I

Resale Pursuant to Regulation S or Rule 144A.  Each Initial Purchaser understands that:

Such Initial Purchaser agrees that it has not offered or sold and will not offer or sell the Securities in the United States or to, or for the benefit or account of, a U.S. Person (other than a distributor), in each case, as defined in Rule 902 of Regulation S (i) as part of its distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering of the Securities pursuant hereto and the Closing Date, other than in accordance with Regulation S or another exemption from the registration requirements of the Securities Act.  Such Initial Purchaser agrees that, during such 40-day restricted period, it will not cause any advertisement with respect to the Securities (including any “tombstone” advertisement) to be published in any newspaper or periodical or posted in any public place and will not issue any circular relating to the Securities, except such advertisements as permitted by and include the statements required by Regulation S.

Such Initial Purchaser agrees that, at or prior to confirmation of a sale of Securities by it to any distributor, dealer or person receiving a selling concession, fee or other remuneration during the 40-day restricted period referred to in Rule 903 of Regulation S, it will send to such distributor, dealer or person receiving a selling concession, fee or other remuneration a confirmation or notice to substantially the following effect:

“The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of your distribution at any time or (ii) otherwise until 40 days after the later of the date the Securities were first offered to persons other than distributors in reliance on Regulation S and the Closing Date, except in either case in accordance with Regulation S under the Securities Act (or in accordance with Rule 144A under the Securities Act or to accredited investors in transactions that are exempt from the registration requirements of the Securities Act), and in connection with any subsequent sale by you of the Securities covered hereby in reliance on Regulation S under the Securities Act during the period referred to above to any distributor, dealer or person receiving a selling concession, fee or other remuneration, you must deliver a notice to substantially the foregoing effect.  Terms used above have the meanings assigned to them in Regulation S under the Securities Act.”

Such Initial Purchaser agrees that the Securities offered and sold in reliance on Regulation S will be represented upon issuance by a global security that may not be exchanged for definitive securities until the expiration of the 40-day restricted period referred to in Rule 903 of Regulation S and only upon certification of beneficial ownership of such Securities by non-U.S. persons or U.S. persons who purchased such Securities in transactions that were exempt from the registration requirements of the Securities Act.

EX-10.2

Exhibit 10.2

EXECUTION VERSION

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

by and among

NEW ENTERPRISE STONE & LIME CO., INC.,

THE FINANCIAL INSTITUTIONS identified herein as Lenders, and

MANUFACTURERS AND TRADERS TRUST COMPANY,

as the Issuing Bank, a Lender, the Swing Lender and the Agent

Dated as of January 11, 2008

MANUFACTURERS AND TRADERS TRUST COMPANY and

NATIONAL CITY BANK, as Co-Lead Arrangers

NATIONAL CITY BANK, as Syndication Agent

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

                This SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 11, 2008 (as amended, modified, or supplemented from time to time, this “Agreement”), is made by and among MANUFACTURERS AND TRADERS TRUST COMPANY (“M&T”), individually, as Agent, Co-Lead Arranger, Issuing Bank, Swing Lender and a Lender, NATIONAL CITY BANK (“National City”) as Co-Lead Arranger, Syndication Agent and a Lender, the LENDERS (as defined below), and NEW ENTERPRISE STONE & LIME CO., INC., a Delaware corporation (the “Borrower”).  M&T and National City, in their capacities as lenders, and any other financial institutions including Funds (as defined below) which may become parties to this Agreement from time to time, are collectively referred to as the “Lenders” and individually as a “Lender.”  M&T, when acting in its capacity as administrative agent for the Lenders and the Issuing Bank, or any successor or assign that assumes that position pursuant to the terms of this Agreement, is hereinafter referred to as the “Agent.”  M&T and National City, when acting in their capacity as Co-Lead Arrangers are herein referred to as the “Co-Lead Arrangers”.  Certain capitalized terms used in this Agreement are defined in Article 9 (Definitions).

Background of Agreement

                The Borrower, directly and through its Subsidiaries, has been engaged in the business of a vertically integrated construction materials supplier and highway contractor.  The Borrower, the Co-Lead Arrangers and certain Lenders entered into a Credit Agreement, dated as of July 30, 2004 (the “Original Credit Agreement”), which agreement was amended pursuant to the First Amendment dated as of September 20, 2005 and the Second Amendment dated as of June 5, 2006, and which was amended and restated pursuant to that certain Amended and Restated Credit Agreement, dated as of July 27, 2007 (as so amended and restated, the “Existing Credit Agreement”).

                The Borrower now wishes to acquire certain equity and assets of Stabler Companies, Inc. (as more particularly described below, the “Stabler Acquisition”).  The Borrower has requested that the Lenders further amend and restate the Existing Credit Agreement to refinance the Existing Credit Agreement, to finance, in part, the Stabler Acquisition, to finance capital expenditures, to provide for ongoing working capital needs and for general corporate purposes including Permitted Acquisitions.  The Lenders are willing to so amend the Existing Credit Agreement, on the terms and subject to the conditions specified herein and to maintain senior secured first lien credit facilities in an aggregate amount equal to $450,000,000, consisting of (i) a revolving credit facility in a maximum principal amount not to exceed at any time $110,000,000, with a $12,000,000 standby letter of credit subfacility and a $12,500,000 sublimit for a swing line facility, (ii) a term loan A in an aggregate principal amount equal to $200,000,000 and (iii) a term loan B in an aggregate amount equal to $140,000,000 all on the terms and conditions specified below.

                Concurrently, the Borrower expects to enter into a $85,000,000 term loan facility (as more fully described below, the “Second Lien Facility”), which will be secured on a second priority basis (junior to the security interest in favor of the Lenders hereunder) by substantially the same collateral as is contemplated by this Agreement.  The Second Lien Facility will finance, in part, the Stabler Acquisition.

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                The Subsidiaries of the Borrower will derive substantial benefits from the credit facilities provided herein.  The Borrower may, among other things, use proceeds of the Loans hereunder to make capital contributions in, and extend credit to, its Subsidiaries.  Such access to capital provided to the Subsidiaries through this financing is on terms that are more advantageous to the Subsidiaries than such Subsidiaries could obtain if they accessed capital independently.  Accordingly, the credit facilities provided for in this Agreement are to be guaranteed by the Borrower’s Subsidiaries and secured by the equity of the Borrower’s Subsidiaries as well as by the material assets of the Borrower and its Subsidiaries.

                NOW, THEREFORE, with the intent to be legally bound hereby, the parties agree as follows:

ARTICLE 1

THE LOANS

1.1           Revolving Credit Loans and RC Commitment.

1.1.1  Commitment to Make RC Loans.  Subject to and upon the terms and conditions set forth in this Agreement, the RC Lenders shall make advances to the Borrower until the RC Maturity Date in an aggregate principal amount outstanding at any one time not to exceed $110,000,000 (as the same may be reduced pursuant to the terms of this Agreement, the “RC Commitment”); provided, however, that (a) the aggregate amount of the RC Commitment available for borrowing at any time shall not exceed the Available RC Commitment at such time; (b) the amount and percentage of the RC Commitment and the Available RC Commitment which each RC Lender is obligated to lend shall not exceed at any time the amount or percentage set forth in the RC Lender Addendum of such RC Lender; and (c) the RC Lenders shall not be obligated to make any RC Loans during any 30-day Clean-down Period of any fiscal year as described in Subsection 1.5.3 (Repayment during Clean-Down Period) if, after giving effect to such Loans, the Available RC Commitment would be less than $60,000,000 or such other amount as is contemplated by Subsection 1.5.3 (Repayment During Clean-Down Period).  The RC Commitment of any RC Lender is sometimes referred to herein as such Lender’s RC Commitment.  Within the limits set forth above, the Borrower may borrow under this Section 1.1, repay or prepay such advances, and reborrow under this Section 1.1.  The amounts loaned to the Borrower pursuant to the revolving credit facility described in this Section 1.1 are referred to as the “RC Loans.”

1.1.2  Available RC Commitment.  “Available RC Commitment” shall mean at any time an amount equal to the lesser of (a) and (b) where (a) is equal to the initial RC Commitment, as the same is reduced by:

(i)            voluntary reductions in the RC Commitment pursuant to Subsection 1.1.3 (Voluntary Commitment Reductions);

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(ii)           the face amount of any outstanding Letters of Credit (to the extent such face amount is undrawn) and any Unreimbursed Drawings (if any) relating to Letters of Credit; and

(iii)          the aggregate principal amount of any outstanding Swing Loans and RC Loans; and

(b) is equal to the amount of the Borrowing Base at such time plus the Seasonal Cushion, if any, at such time, as the same is reduced by:

(i)            the face amount of any outstanding Letters of Credit (to the extent such face amount is undrawn) and any Unreimbursed Drawings (if any) relating to Letters of Credit; and

(ii)           the aggregate principal amount of any outstanding Swing Loans and RC Loans.

1.1.3  Voluntary Commitment Reductions.  The Borrower shall have the right at any time and from time to time upon five Business Days’ prior written notice to the Agent to permanently reduce (on a pro rata basis among the RC Lenders) or terminate the RC Commitment.  Any partial reductions shall be in minimum amounts of One Million Dollars ($1,000,000) or in whole multiples of Five Hundred Thousand Dollars ($500,000) in excess thereof.

1.1.4  Determination of Borrowing Base.  The amount of the Borrowing Base shall be the amount specified on the most recently delivered Borrowing Base Certificate, absent manifest error.  Notwithstanding anything to the contrary contained herein, if a Borrowing Base Certificate is not delivered at the time specified in Subsection 5.1.7 (Borrowing Base Certificates), the Borrower shall not be entitled to request RC Loans until such time as the Borrowing Base Certificate is so delivered.

1.2           [RESERVED]

1.3           Swing Loans.

1.3.1  Swing Loan Advances.  Upon the terms and subject to the conditions of this Agreement, the Swing Lender may (but is not obligated to) make, from time to time, from and including the Closing Date to but excluding the RC Maturity Date, one or more Loans (“Swing Loans”) to the Borrower, in an aggregate outstanding principal amount not exceeding at any time $12,500,000, provided, however, that no Swing Loan shall be made at any time in an amount in excess of the Available RC Commitment at such time.

1.3.2  Terms of Swing Loan Borrowings.  The Borrower shall give the Swing Lender notice (which shall be irrevocable) of a request for a Swing Loan no later than 12:00 noon (Philadelphia, PA time) on the day such Loan is requested; if such notice is received later than 12:00 noon (Philadelphia, PA time), then the request shall be deemed to be a request for a Swing Loan to be made on the next Business Day.  Each Swing Loan shall bear interest at the Base Rate plus the Applicable Margin.  The Borrower shall repay all principal (together with all

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accrued interest) on each Swing Loan no later than 3:00 p.m. (Philadelphia, PA time) on the earliest of (a) the date that is five (5) Business Days after the date that such Loan is made, (b) the date that demand is made therefor by the Swing Lender, and (c) the RC Maturity Date.

1.3.3  Participation by RC Lenders.  Upon demand made to the RC Lenders by the Swing Lender, which demand may be made before or after an Event of Default or Default, and before or after the maturity date of the subject Swing Loans, but subject to the provisions of Subsection 1.3.5 (Certain Limitations), each RC Lender shall promptly, irrevocably, and unconditionally purchase from the Swing Lender, without recourse or warranty, an undivided interest and participation in the Swing Loans then outstanding.

Each RC Lender shall effect such purchase by paying to the Swing Lender in immediately available funds, without reduction or deduction of any kind, including reductions or deductions for set-off, recoupment or counterclaim, an amount equal to such RC Lender’s pro rata share of the principal amount of all Swing Loans then outstanding.  Each RC Lender’s pro rata share of the Swing Loans shall be based on the amount of such RC Lender’s pro rata share of the total RC Commitment.  Thereafter, the RC Lenders’ respective interests in such Swing Loans, and the remaining interest of the Swing Lender in such Swing Loans, shall in all respects be treated as RC Loans under this Agreement, except that such Swing Loans shall be due and payable by the Borrower on the dates referred to in Subsection 1.3.2 (Terms of Swing Loan Borrowings).

If any RC Lender does not pay any amount which it is required to pay pursuant to this Subsection 1.3.3 promptly upon the Swing Lender’s demand therefor, (a) the Swing Lender shall be entitled to recover such amount on demand from such RC Lender, together with interest thereon, at the Federal Funds Rate for the first three Business Days, and thereafter at the Base Rate, for each day from the date of such demand, if made prior to 2:00 p.m. (Philadelphia, PA time) on any Business Day, or, if made at any later time, from the next Business Day following the date of such demand, until the date such amount is paid in full to the Swing Lender by such RC Lender and (b) the Swing Lender shall be entitled to all interest payable by the Borrower on such amount until the date on which such amount is received by the Swing Lender from such RC Lender.  Moreover, any RC Lender that shall fail to make available the required amount shall not be entitled to vote on or consent to or approve any matter under this Agreement and the other Loan Documents until such amount with interest is paid in full to the Swing Lender.  Without limiting any obligations of any RC Lender pursuant to this Subsection 1.3.3, if any RC Lender does not pay such corresponding amount promptly upon the Swing Lender’s demand therefor, the Swing Lender shall notify the Borrower and the Borrower shall promptly repay such corresponding amount to the Swing Lender together with accrued interest thereon at the applicable rate on such Swing Loans.

1.3.4  No Set-off, Etc.  Subject only to the limitations set forth in Subsection 1.3.5 (Certain Limitations), the obligations of each RC Lender to make available to the Swing Lender the amounts set forth in Subsection 1.3.3 (Participation by RC Lenders) shall be absolute, unconditional and irrevocable under any and all circumstances, shall be without reduction for any set-off or counterclaim of any nature whatsoever, may not be terminated, suspended or delayed for any reason whatsoever, shall not be subject to qualification or exception and shall be made in accordance with the terms of this Agreement.

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1.3.5  Certain Limitations.  No RC Lender shall be obligated to purchase a participation in any Swing Loan pursuant to Subsection 1.3.3 (Participation by RC Lenders), if such RC Lender proves that (a) the conditions set forth in Subsections 3.2.1 (No Default) or 3.2.3 (Representations and Warranties) were not satisfied at the time such Swing Loan was made (unless such condition was waived in accordance with the terms of this Agreement) and (b) such RC Lender had notified the Swing Lender in a writing received by the Swing Lender at least one Business Day prior to the time that it made such Swing Loan that the Swing Lender was not authorized to make such Swing Loan because such conditions were not satisfied and stating with specificity the reason therefor.

1.4           Borrowing Notice.

Except as otherwise provided in Subsection 1.12.4 (LIBOR Election), each RC Loan shall be in the minimum amount of One Million Dollars ($1,000,000) and integral multiples of Five Hundred Thousand Dollars ($500,000) in excess of such minimum amount.  Each Swing Loan shall be in a minimum amount of Two Hundred Thousand Dollars ($200,000) and integral multiples of One Hundred Thousand Dollars ($100,000) in excess of such minimum amount.  To effect a funding, the Borrower shall give the Agent written notice in the form attached to this Agreement as Exhibit B specifying the type, amount and date of each intended borrowing and the manner in which the same shall be disbursed, which notice:

(a)           in the case of RC Loans that are Base Rate Loans, shall be given no later than 2:00 p.m. (Philadelphia, PA time) at least one Business Day prior to the date of such borrowing,

(b)           in the case of RC Loans that are LIBOR Loans, shall be given no later than 2:00 p.m. (Philadelphia, PA time) at least three London Business Days prior to the date of such borrowing and shall specify the Interest Period with respect to such borrowing, and

(c)           in the case of Swing Loans, shall be given no later than 12:00 noon (Philadelphia, PA time) on the date of such borrowing.

Notwithstanding the foregoing, the Agent shall not be liable for acting upon (but is not obligated to act upon) telephone notice by the Borrower whether or not written notice is received; provided nothing in this sentence shall relieve the Borrower from providing written notice as provided by this Section.

Except in the case of Swing Loans, the Agent in turn shall give prompt written or telephonic (promptly confirmed in writing) notice to each Lender of its pro rata share of the borrowing, the type of Loan, the interest rate option selected and the scheduled date of the funding.  After receipt of such notice, each Lender shall make such arrangements as are necessary to assure that its share of the funding shall be immediately available (in Dollars) to the Agent no later than 12:00 noon (Philadelphia, PA time), on the date on which the funding is to occur.  After receipt of the funds, the Agent, subject to the satisfaction of the conditions precedent set forth in Section 3.2 (Requirements for Each Loan/Letter of Credit), shall disburse the amount of such funding in accordance with instructions in the Borrower’s borrowing notice.

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The Agent and Lenders shall not be obligated to comply with a borrowing notice if there shall then exist an Event of Default or a Default regardless of whether the Lenders have determined to exercise their remedies arising upon the occurrence of such Event of Default or Default.

1.5           Repayments of RC Loans and Swing Loans.

1.5.1  Repayments in Connection with Fluctuations in Borrowing Base.  At any time that the amount of the Borrowing Base is reduced as evidenced by the most recently delivered Borrowing Base Certificate, and the effect of such reduction is to cause the aggregate principal amount of any outstanding RC Loans and Swing Loans plus the aggregate face amount of any outstanding Letters of Credit (to the extent such face amount is undrawn) and any Unreimbursed Drawings (if any) relating to Letters of Credit to exceed the amount of the Borrowing Base, as so reduced, then the Borrower shall concurrently prepay the RC Loans and/or Swing Loans and/or reimburse the Issuing Bank for any Unreimbursed Drawings in an amount equal to such excess amount.  If all such Loans are prepaid and all Unreimbursed Drawings are reimbursed, and if after giving effect to such prepayment and reimbursement, the aggregate face amount of any outstanding Letters of Credit (to the extent such face amount is undrawn) exceeds the Available RC Commitment, the Borrower shall provide cash collateral in accordance with Subsection 2.1.9 (Cash Collateral Account) in an amount equal to the excess.

1.5.2  Repayment in Connection with Commitment Reductions.  Upon the effective date of each reduction in the RC Commitment, the Borrower shall be required to repay the principal amount of the RC Loans and/or Swing Loans and/or reimburse the Issuing Bank for any Unreimbursed Drawings, to the extent, if any, that (a) the aggregate principal amount of any RC Loans and Swing Loans then outstanding plus the aggregate face amount of Letters of Credit then outstanding (to the extent such face amount is undrawn) plus any Unreimbursed Drawings (if any), exceeds (b) the amount of the RC Commitment as so reduced.  If all such Loans are prepaid and all Unreimbursed Drawings are reimbursed and if after giving effect to such prepayment and reimbursement, the aggregate face amount of any outstanding Letters of Credit (to the extent such face amount is undrawn) exceeds the Available RC Commitment, the Borrower shall provide cash collateral in accordance with Subsection 2.1.9 (Cash Collateral Account) in an amount equal to the excess.

1.5.3  Repayment during Clean-down Period.  The Borrower hereby covenants and agrees that for a period of thirty (30) consecutive days during the fourth fiscal quarter of each fiscal year of the Borrower prior to the RC Maturity Date (a “Clean-down Period”) the sum of the aggregate principal amount of any outstanding RC Loans and Swing Loans, the aggregate outstanding amount of any Unreimbursed Drawings and the aggregate face amount of any outstanding Letters of Credit (to the extent such face amount is undrawn) shall not exceed $50,000,000.  It shall repay so much of the RC Loans and/or Swing Loans and/or reimburse the Issuing Bank for any Unreimbursed Drawings as is necessary to be in compliance with the provisions of this Subsection 1.5.3.

1.5.4  Repayment at Maturity.  All principal (together with all accrued interest and fees) on RC Loans and Swing Loans is due and payable on the RC Maturity Date, unless it is due earlier in accordance with other terms of this Agreement.

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1.5.5  Repayment in Connection with Certain Events.  The Borrower shall repay so much of the RC Loans and/or Swing Loans as is required by Section 1.7 (Mandatory Prepayments).

1.5.6  Voluntary Prepayment.  The Borrower shall be permitted to prepay the RC Loans and Swing Loans at any time without penalty or premium except as otherwise provided in Subsection 1.12.5 (Breakage).  In connection with each voluntary prepayment of RC Loans:

(a)           The Borrower shall provide the Agent with notice of its intention to prepay (which notice shall specify the proposed date and principal amount of prepayment and the type or types of Loan(s) being prepaid),

(i)            no later than 11:00 a.m. (Philadelphia, PA time) on the date of prepayment in the case of Base Rate Loans, and

(ii)           no later than 11:00 a.m. (Philadelphia, PA time) three Business Days prior to the date of prepayment in the case of LIBOR Loans.

(b)           Each prepayment of principal of a RC Loan shall be in a minimum amount equal to One Million Dollars ($1,000,000) or integral multiples of Five Hundred Thousand Dollars ($500,000) in excess of such minimum amount.

1.6           Term Loans.

1.6.1  Commitment for Term Loans.  Upon the terms and conditions set forth in this Agreement, including without limitation satisfaction of the conditions precedent contained in Article 3 (Conditions to Effectiveness and Fundings and Issuance of Letters of Credit) hereof, (a) each Term Loan A Lender agrees to make advances (collectively, the “Term Loan A”) to Borrower on the Closing Date in an aggregate principal amount of Two Hundred Million Dollars ($200,000,000.00) (“Term Loan A Commitment”), provided, however, that the amount and percentage of the Term Loan A Commitment that any Term Loan A Lender is obligated to lend shall not exceed the amount or percentage set forth in the Term Loan A Lender Addendum of such Term Loan A Lender, and (b) each Term Loan B Lender agrees to make advances (collectively, the “Term Loan B”) to Borrower on the Closing Date in an aggregate principal amount of One Hundred and Forty Million Dollars ($140,000,000.00) (“Term Loan B Commitment”); provided, however, that the amount and percentage of the Term Loan B Commitment that any Term Loan B Lender is obligated to lend shall not exceed the amount or percentage set forth in the Term Loan B Lender Addendum of such Term Loan B Lender.  The Term Loan A Commitment of any Term Loan A Lender is sometimes referred to herein as such Lender’s Term Loan A Commitment and the Term Loan B Commitment for any Term Loan B Lender is sometimes referred to herein as such Lender’s Term Loan B Commitment.  The Borrower shall not be permitted to reborrow any amount of the Term Loans once repaid.

1.6.2  Repayment of Term Loans.

(a)           Term Loan A.  The principal of the Term Loan A shall be due and payable in quarterly installments on each Quarterly Payment Date of each year commencing on May 31, 2008, and ending on the Term Loan A Maturity Date, in each case in an amount equal

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to the amount specified below (subject to adjustment in the event of any unscheduled prepayments), such that the Term Loan A will be repaid in full on or before the Term Loan A Maturity Date:

Repayment Dates	Quarterly Percentage of Repayment		Quarterly Amount of Repayment (Assuming No Unscheduled Repayments)
5/31/08; 8/31/08; 11/30/08; 2/28/09;	1.25	%	$	2,500,000
5/31/09; 8/31/09; 11/30/09; 2/28/10;	1.25	%	$	2,500,000
5/31/10; 8/31/10; 11/30/10; 2/28/11;	1.25	%	$	2,500,000
5/31/11; 8/31/11; 11/30/11; 2/29/12;	1.75	%	$	3,500,000
5/31/12; 8/31/12; 11/30/12; 2/28/13;	2.00	%	$	4,000,000
5/31/13; 8/31/13; 11/30/13;	2.50	%	$	5,000,000
Term Loan A Maturity Date	62.5	%	$	125,000,000

All amounts of principal, interest and fees relating to the Term Loan A not due and payable before the Term Loan A Maturity Date are due and payable on that date.

(b)           Term Loan B.  The principal of the Term Loan B shall be due and payable in quarterly installments on each Quarterly Payment Date of each year commencing on May 31, 2008, and ending on the Term Loan B Maturity Date, in each case in an amount equal to the amount specified below (subject to adjustment in the event of any unscheduled prepayments), such that the Term Loan B will be repaid in full on or before the Term Loan B Maturity Date:

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Repayment Dates	Quarterly Percentage of Repayment		Quarterly Amount of Repayment (Assuming No Unscheduled Repayments)
5/31/08; 8/31/08; 11/30/08; 2/28/09;	0.25	%	$	350,000
5/31/09; 8/31/09; 11/30/09; 2/28/10;	0.25	%	$	350,000
5/31/10; 8/31/10; 11/30/10; 2/28/11;	0.25	%	$	350,000
5/31/11; 8/31/11; 11/30/11; 2/29/12;	0.25	%	$	350,000
5/31/12; 8/31/12; 11/30/12; 2/28/13;	0.25	%	$	350,000
5/31/13; 8/31/13; 11/30/13;	0.25	%	$	350,000
Term Loan B Maturity Date	94.25	%	$	131,950,000

All amounts of principal, interest and fees relating to the Term Loan B not due and payable before the Term Loan B Maturity Date are due and payable on that date.

1.6.3  Voluntary Prepayments of Term Loans.  The Borrower may at any time and from time to time upon at least five Business Days’ prior written notice to the Agent prepay the Term Loans in whole or in part in a minimum amount equal to One Million Dollars ($1,000,000) or in incremental amounts equal to One Million Dollars ($1,000,000) in excess of such minimum amount, without penalty or premium except as provided in Subsection 1.12.5 (Breakage).  Such prepayments referred to in this Subsection 1.6.3 shall be applied in accordance with Subsection 1.8.1 (Relationship of Voluntary and Mandatory Prepayments to Scheduled Payments); provided, that prepayments made to Term Loan B Lenders shall be subject to the provisions of Subsection 1.7.5 (Term Loan B Opt-Out) below.  At any time that the Borrower makes a prepayment of principal, it shall pay accrued interest on the amount so prepaid.

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1.7           Mandatory Prepayments.  The amount of the credit facilities under this Agreement shall reduce at the times and in the amounts specified below and such prepayments shall first be applied to the Term Loans, subject to the terms of Subsection 1.7.5 (Term B Opt-Out) below, in accordance with Subsection 1.8.1 (Relationship of Voluntary and Mandatory Prepayments to Scheduled Payments).  After the Term Loans are repaid in full, the reductions shall serve to reduce the RC Loans and Swing Line Loans but without any reduction in the RC Commitment.  Nothing in this Section 1.7 shall be construed to constitute the Agent’s or any Lender’s consent to any transaction that is not permitted by other provisions of this Agreement or the other Loan Documents.

1.7.1  Issuance of Debt or Equity.  At any time that the Borrower or any of its Subsidiaries shall issue any equity or incur any Indebtedness (exclusive of (i) equity issued to, or Indebtedness payable to, the Borrower or any of its Subsidiaries, (ii) Indebtedness permitted under clauses (b) through (j) of Subsection 7.1.1 (Indebtedness - In General), (iii) equity issued in connection with employee stock option plans in effect on the date of this Agreement, and (iv) equity issued to members of the Detwiler Family so long as no Default or Event of Default then exists or is caused thereby), the Borrower shall prepay, on the date of such issuance or incurrence thereof, such amount of the Loans as is equal to one hundred percent (100%) of the Net Proceeds of such equity or Indebtedness.

1.7.2  Excess Cash Flow.  On or prior to the date when annual financial statements are required to be delivered pursuant to Subsection 5.1.3 (Delivery of Annual Financial Statements; Accountants’ Certification) for each fiscal year (the “subject fiscal year”) of the Borrower, commencing with the fiscal year ending February 28, 2009, and until the Loans are repaid in full, the Borrower shall deliver to the Agent, a written statement calculating the Excess Cash Flow for the subject fiscal year, and no later than the September 30 immediately following delivery of such written statement, shall pay to the Agent, for the ratable account of the Lenders, an amount equal to the Applicable Recapture Rate (as defined below) multiplied by such Excess Cash Flow.  Each such written statement shall be signed by an authorized officer on behalf of the Borrower and shall be in form and substance reasonably satisfactory to the Agent.  The term “Applicable Recapture Rate” shall mean the following:

If the Total Leverage Ratio is:	Then the Applicable Recapture Rate is:
Greater than or equal to 4.0:1.0	75	%
Greater than or equal to 3.5:1.0 But less than 4.0:1.0	50	%
Less than 3.5:1.0	0	%

1.7.3  Material Recovery Event.  In the event the Borrower or any of its Subsidiaries (or the Agent as loss payee or assignee) receives property or casualty insurance proceeds and/or a condemnation or similar payment, and such Person does not, in fact, use the Net Proceeds of such insurance or payments to repair the applicable property or replace it with similar property within one hundred eighty (180) days from the date of receipt thereof, the

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Borrower shall pay to the Agent, for the ratable benefit of the Lenders, one hundred percent (100%) of the Net Proceeds of such insurance or payments as a prepayment of the Loans; provided, however, that, if the Borrower or any of its Subsidiaries commences repair of the applicable property within such 180-day period and diligently pursues completion of such repairs, such 180-day period shall be extended up to an additional ninety (90) days and, with the written consent of the Agent prior to the expiration of such 90-day period, such additional amount of time as may be necessary to pursue completion of such repairs.  Notwithstanding any of the foregoing to the contrary, upon and during the continuance of an Event of Default and upon notice from the Agent, all such proceeds and payments received by the Borrower or any of its Subsidiaries shall be applied to make prepayments of the Loans, such prepayments to be made within three (3) Business Days after such Person’s receipt of such proceeds and payments.

1.7.4  Certain Asset Dispositions.  At any time that the Borrower or any of its Subsidiaries sells, transfers or otherwise disposes of any of its assets or property (other than dispositions permitted under clauses (a), (b), (c), (e), (g) and (h) of Subsection 7.7.2 (Sales and Other Dispositions)) and the Net Proceeds of such disposition exceeds $1,000,000, Borrower shall promptly prepay such amount of the Loans as is equal to the Net Proceeds of such disposition.  If any proceeds are received in a form other than cash and subsequently converted into cash, then such proceeds shall be treated as Net Proceeds for purposes of this Subsection 1.7.4 at such time as they are converted into cash.  Notwithstanding the foregoing, so long as no Event of Default or Default is then existing, and the Borrower promptly notifies the Agent of its intent to do so at the time of receipt of Net Proceeds otherwise required to prepay the Loans as set forth above, the Borrower may use such Net Proceeds to reinvest in the business of the Borrower or any Subsidiary in a manner not prohibited by the terms of this Agreement so long as such reinvestment is consummated within two hundred seventy (270) days after receipt of the Net Proceeds.  If the Borrower does not so notify the Agent, it shall prepay the Loans within five (5) Business Days of receipt of the Net Proceeds.  If the Borrower does so notify the Agent, but the Borrower fails to reinvest such Net Proceeds into the business of the Borrower or any Subsidiary within said 270-day period, then the Borrower shall prepay the Loans on the earlier of the date when the Borrower elects not to reinvest the Net Proceeds of such disposition or the date that is two hundred seventy (270) days after the date of receipt of the Net Proceeds.  Nothing in this Subsection 1.7.4 shall be construed to permit dispositions otherwise prohibited this Agreement.

1.7.5.  Term Loan B Opt-Out.  With respect to any prepayment of the Term Loan B prior to the Term Loan B Maturity Date, any Term Loan B Lender, at its option, may elect not to accept such prepayment.  Upon the applicable date set forth in this Subsection 1.7.5 for any such prepayment of the Term Loan B, the Borrower shall notify the Agent of the amount that is available to prepay the Term Loan B (the “Prepayment Amount”).  Promptly after the receipt of such notice, the Agent shall provide written notice (the “First Offer”) to the Term Loan B Lenders of the Prepayment Amount.  Any Lender declining such prepayment (a “Term Loan B Opt-Out Lender”) shall give written notice thereof to the Agent, not later than 11:00 a.m. two (2) Business Days after the date of such notice from the Agent (or such shorter time as the Agent may specify).  If there are any Term Loan B Opt-Out Lenders then on such date, the Agent shall provide written notice (the “Second Offer”) to the Term Loan B Lenders other than the Term Loan B Opt-Out Lenders (such Lenders being the “Accepting Lenders”) of the additional amount available (due to such Term Loan B Opt-Out Lenders declining such prepayment) to

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prepay the Term Loan B owing to such Accepting Lenders.  Any Term Loan B Lender declining prepayment of such additional amount pursuant to such Second Offer shall give written notice thereof to the Agent, not later than 11:00 a.m. one (1) Business Day after the date of such notice of Second Offer (or such shorter time as the Agent may specify).  In the event that any or all of the Prepayment Amount is payable by the Borrower prior to the date when it is distributed to the Accepting Lenders pursuant to this Subsection 1.7.5, unless the Agent otherwise agrees in its sole discretion, such sums shall be held in an interest-bearing account with the Agent until it is to be paid over in accordance with this Subsection 1.7.5; in that event interest on the Loans shall continue to accrue but Borrower shall be entitled to any interest payable on the cash collateral account.  Amounts remaining after the allocation of accepted amounts with respect to the First Offer and the Second Offer to Accepting Lenders shall be applied ratably to the Term Loan A Lenders in respect of any outstanding Term Loan A Loans, and the amounts remaining, if any, shall be retained by the Borrower; provided, however, that notwithstanding the foregoing provisions of this Subsection 1.7.5, the Term Loan B Lenders must accept any prepayment made pursuant to this Subsection 1.7.5 on any date on which the Term Loan B is to be paid in full (or but for this Subsection 1.7.5 would be paid in full) or on any date on which the Term Loan A has been or is concurrently therewith being paid in full.

1.8           Relationship among Mandatory and Other Prepayments and Commitment Reductions and Interest Rate Protection Agreements.

1.8.1  Relationship of Voluntary and Mandatory Prepayments to Scheduled Payments of Term Loans.  Any voluntary prepayments of Term Loans pursuant to Subsection 1.6.3 (Voluntary Prepayments of Term Loans) or mandatory prepayments pursuant to Section 1.7 (Mandatory Prepayments) shall be applied pro rata against the scheduled payments set forth in Subsection 1.6.2 (Repayment of Term Loans).

1.8.2  Relationship of Commitment Reductions and Prepayments to Interest Rate Protection Agreements.  Any prepayments of the Loans (scheduled, mandatory or voluntary) and reductions to the RC Commitment (voluntary and mandatory) shall not affect the Borrower’s obligation to continue making payments under any Interest Rate Protection Agreement with any Swap Party, which obligations shall remain in full force and effect notwithstanding such prepayment, subject to the terms of such Interest Rate Protection Agreement.

1.9           Lenders’ Obligations Several.

Each Lender is severally bound by this Agreement, but there shall be no joint obligation of the Lenders under this Agreement.  The failure of any Lender to make any share of the Loans or fulfill any obligations respecting Letters of Credit to be made or fulfilled by it on the date specified for the Loans or such obligations shall not relieve any other Lender of its obligation to make its share of the Loans or fulfill other obligations on such date, but neither any Lender nor the Agent shall be responsible for the failure of any other Lender to make a share of the Loans or fulfill other obligations to be made or fulfilled by such other Lender.

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1.10         Notes.

Upon the request of any RC Lender, the aggregate principal amount of each RC Lender’s share of the RC Commitment and RC Loans shall be evidenced by a note to be issued by the Borrower to each RC Lender in substantially the form attached to this Agreement as Exhibit A-1 (with appropriate completion of the name of the applicable RC Lender and the amount of the Loan).  Upon the request of any Term Loan A Lender, the aggregate amount of such Term Loan A Lender’s share of the Term Loan A Commitment shall be evidenced by a note to be issued by the Borrower to such Term Loan A Lender in substantially the form attached to this Agreement as Exhibit A-2 (with the appropriate completion of the name of the applicable Term Loan A Lender and the amount of the Loan).  Upon the request of any Term Loan B Lender, the aggregate amount of such Term Loan B Lender’s share of the Term Loan B Commitment shall be evidenced by a note to be issued by the Borrower to such Term Loan B Lender in substantially the form attached to this Agreement as Exhibit A-3 (with the appropriate completion of the name of the applicable Term Loan B Lender and the amount of the Loan).  Upon the request of the Swing Lender, the Swing Loans and commitment therefor shall be evidenced by a note to be issued by the Borrower to the Swing Lender in substantially the form attached to this Agreement as Exhibit A-4 (with appropriate completion of the name of the Swing Lender and the amount of the Loan).

1.11         Fees to Lenders.

1.11.1  Commitment Fees.  The Borrower shall pay to the Agent, for the account of the RC Lenders, quarterly in arrears on each Quarterly Payment Date a commitment fee (the “Commitment Fee”) (calculated on the basis of a 360-day year for the actual days elapsed) equal to the Applicable Commitment Fee Rate multiplied by the average daily Commitment Fee Base for the preceding quarter.  The term “Applicable Commitment Fee Rate” when used with respect to the average daily Commitment Fee Base shall mean the following:

If the Total Leverage Ratio is:	Then the Annual Applicable Commitment Fee Rate is:
> 4.00 : 1:00	0.500	%
> 3.00 < 4.00 : 1.00	0.375	%
> 2.50 < 3.00 : 1.00	0.250	%
< 2.50 : 1.00	0.175	%

1.11.2  Letter of Credit Fees.  The Borrower shall pay to the Agent for the account of the Issuing Bank and/or RC Lenders, as applicable, such letter of credit fees as are described in Article 2 (Letters of Credit).

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1.11.3  Other Fees.  The Borrower shall pay such other fees, if any, as the Borrower has otherwise agreed in writing to pay to the Co-Lead Arrangers, the Agent, the Issuing Bank, and/or the Lenders.

1.12         Interest.

1.12.1  Rates.  The Loans (other than Swing Loans) shall bear interest at the Borrower’s option (subject to the limitation and conditions set forth in this Section 1.12) at the Base Rate plus the Applicable Margin or at the Adjusted LIBOR plus the Applicable Margin.  Swing Loans shall bear interest at the Base Rate plus the Applicable Margin.  Interest on Base Rate Loans shall be payable quarterly on each Quarterly Payment Date.  Interest on LIBOR Loans shall be payable on the last day of each Interest Period, provided that if the Interest Period is six Months or longer, interest shall be payable on the ninetieth day of the Interest Period, every ninetieth day thereafter until the end of the Interest Period and on the last day of the Interest Period.  All computations of interest shall be made on the basis of a 360-day year for LIBOR Loans or for Base Rate Loans that are based on the federal funds rate and on the basis of a 365-day year for all other Base Rate Loans and the actual number of days elapsed.  Changes in the rate of interest resulting from changes in the Base Rate shall take place immediately without notice or demand of any kind.

1.12.2  Applicable Margin.  Except as set forth in Subsection 1.12.3 (Adjustments to Commitment Fee Rate and Applicable Margin), the term “Applicable Margin” shall mean the following:

(a)           when used with respect to RC Loans and Term Loan A:

If the Total Leverage Ratio is:	Then the Adjusted LIBOR Applicable Margin is:		Then the Base Rate Applicable Margin is:
> 4.50 : 1:00	3.00	%	1.00	%
> 4.00 < 4.50 : 1.00	2.75	%	0.75	%
> 3.50 < 4.00 : 1.00	2.50	%	0.50	%
> 3.00 < 3.50 : 1.00	2.25	%	0.25	%
> 2.50 < 3.00 : 1.00	2.00	%	0.00	%
< 2.50 : 1.00	1.75	%	0.00	%

(b)           when used with respect to Swing Loans, the margin specified in clause (a) above for Base Rate Loans; and

(c)           when used with respect to Term Loan B:

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If the Total Leverage Ratio  is:	Then the Adjusted LIBOR Applicable Margin is:		Then the Base Rate Applicable Margin is:
> 4.50 : 1:00	3.50	%	1.50	%
> 4.00 < 4.50 : 1.00	3.25	%	1.25	%
< 4.00 : 1.00	3.00	%	1.00	%

1.12.3  Adjustments to Commitment Fee Rate and Applicable Margin.

(a)           Notwithstanding the provisions of Subsections 1.11.1 (Commitment Fees), 1.12.1 (Rates) and 1.12.2 (Applicable Margin) above, with respect to commitment fees and interest accrued before the Closing Date but unpaid (if any), the amounts payable shall be as specified in the Existing Credit Agreement.

(b)           Notwithstanding the provisions of Subsection 1.12.2 (Applicable Margin) and 1.11.1 (Commitment Fees) above, with respect to interest and Commitment Fees accruing prior to the date that is five Business Days after the date that the Compliance Certificate for the period ending May 31, 2008 is delivered pursuant to Subsection 5.1.4 (Delivery of Officer’s Compliance Certificates), the Applicable Margin shall be the highest rate specified in Subsection 1.12.2 for the applicable type of loan and the Commitment Fee Rate shall be the highest rate specified in Subsection 1.11.1 without regard for the Total Leverage Ratio.  Thereafter, the Applicable Margin and Commitment Fee Rate shall be adjusted five Business Days after the delivery of the Officer’s Compliance Certificate delivered pursuant to Subsection 5.1.4 (Delivery of Officer’s Compliance Certificates), provided, however, at any time that the Borrower shall have not delivered such certificate at the time specified in Subsection 5.1.4 (Delivery of Officer’s Compliance Certificates), until such time as such certificate is so delivered to the Agent, the Applicable Margin shall be the maximum amount for the applicable type of Loan set forth in Subsection 1.12.2 hereof without regard for the Total Leverage Ratio.  The foregoing shall not limit any rights of the Lenders to receipt of the Default Rate, if applicable.

1.12.4  LIBOR Election.

(a)           Unless otherwise elected by the Borrower, all Loans shall be Base Rate Loans.  The Borrower may, upon at least three London Business Days’ prior written notice to the Agent in the form attached to this Agreement as Exhibit C, and subject to and upon the terms and conditions set forth in this Agreement, elect to borrow money that will bear interest based on Adjusted LIBOR plus the Applicable Margin or to convert a portion of the Loans to bear interest based on Adjusted LIBOR plus the Applicable Margin.  Any such election may be made with respect to a principal amount designated in such notice and equal to at least One Million Dollars ($1,000,000) and integral multiples of Five Hundred Thousand Dollars ($500,000) in excess of such minimum, for the period next ensuing, which period (“Interest Period”) shall equal one, two, three, or six Months as designated by the Borrower in its notice.

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(b)           The Borrower may not convert any outstanding Loans to LIBOR Loans if at the time of such conversion there shall exist a Default or an Event of Default.

(c)           If an interest rate based on Adjusted LIBOR plus the Applicable Margin is elected, such interest rate shall remain in effect for the Interest Period selected and such interest rate shall not otherwise be converted to another interest rate prior to the expiration of the Interest Period except as otherwise required by this Subsection 1.12.4.  If an Interest Period for any LIBOR Loan would otherwise commence on a day which is not a London Business Day, such Interest Period shall commence on the next London Business Day.

(d)           Each LIBOR Loan shall, on the last day of the applicable Interest Period, automatically convert into a Base Rate Loan unless, at least three Business Days prior thereto, the Agent has received a notice in the form attached hereto as Exhibit C that the Borrower has elected to continue such Loan as a LIBOR Loan.

(e)           The Borrower may not elect an interest rate based on Adjusted LIBOR if such election would require the Agent to administer a combination of elective rates of interest based on Adjusted LIBOR and/or a combination of Interest Periods that exceed an aggregate of eight at any one time.

(f)            If an Interest Period would otherwise end on a day which is not a London Business Day, such Interest Period shall be extended to the next London Business Day, unless such next London Business Day shall fall in the next calendar month, in which event such Interest Period shall end on the immediately preceding London Business Day; provided, however, that, in the event an Interest Period is extended to the next London Business Day in a month, the succeeding Interest Period will end on the day it would have ended had the preceding Interest Period not been so extended (e.g., if the preceding period is extended to the 16th because the 15th is not a London Business Day, the succeeding period will end on the 15th as long as it is a London Business Day).

(g)           No Interest Period may be elected that would end later than the RC Maturity Date (for RC Loans), the Term Loan A Maturity Date or the Term Loan B Maturity Date, as applicable.

1.12.5  Breakage.  In the event that the Borrower makes a prepayment (whether voluntary or mandatory) of any LIBOR Loans on a day other than the last day of the applicable Interest Period, or fails to borrow a LIBOR Loan, or fails to convert a Loan to a LIBOR Loan on the date specified in the applicable notice, the Borrower will pay to the Agent, upon demand, for the account of the affected Lenders, any cost, loss or expense incurred as a result thereof.  Each affected Lender shall certify the amount of such cost, loss or expense to the Borrower, which certification and statement shall be conclusive in the absence of manifest error.  In the event of a mandatory prepayment of any LIBOR Loan pursuant to Section 1.7 (Mandatory Prepayments), so long as no Default or Event of Default shall then exist or be caused thereby (other than the Default or Event of Default that would otherwise result from failure to make the payment on the date specified in said Section 1.7), at the request of the Borrower, the Agent shall hold the proceeds of such prepayment in escrow until the end of the applicable Interest Period if such prepayment would result in a breakage fee under this Section 1.12.5.

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1.12.6  Default Rate.  Anything in this Agreement to the contrary notwithstanding, upon the occurrence of an Event of Default (whether or not the Agent has accelerated payment of the Notes) and until such Event of Default has been waived in accordance herewith, the Borrower’s right to select interest at a LIBOR Rate option shall cease and the unpaid principal of the Loans shall bear interest at the then applicable rate plus two percent (2.00%) (the “Default Rate”).

1.12.7  Source of Funds.  Although each Lender may elect to purchase in the London Inter-Bank Eurocurrency Market one or more Eurodollar Deposits in order to fund or maintain its funding of LIBOR Loans hereunder, it is acknowledged that the provisions of this Agreement relating to such funding are included only for the purpose of determining the rate of interest to be paid and any other amounts owing under this Agreement in connection with such election, and each Lender shall be entitled to fund and maintain its funding of all or any part of that portion of the principal amount of the Loans in any manner it sees fit.  Nonetheless, all such determinations shall be made as if each Lender had actually funded and maintained its LIBOR Loans through the purchase of Eurodollar Deposits.

1.12.8  Interest Due with Certain Repayments and Prepayments.  Accrued interest on repayments and prepayments of any Loans shall be due and payable as provided in Section 1.12.1 (Rates), except accrued interest on the following repayments and prepayments shall be due and payable at the time of such repayments and prepayments:

(a)           all repayments and prepayments of Swing Loans;

(b)           all repayments and prepayments of RC Loans on the RC Maturity Date (whether such date is the originally contemplated RC Maturity Date or an earlier date on which the RC Commitment is terminated);

(c)           all repayments and prepayments of the Term Loan A on the Term Loan A Maturity Date or on such earlier date as the Term Loan A is repaid in full; and

(d)           all repayments and prepayments of the Term Loan B on the Term Loan B Maturity Date or on such earlier date as the Term Loan B is repaid in full,

it being understood that this Subsection 1.12.8 does not interfere with the obligation of the Borrower pursuant to Subsection 1.12.5 (Breakage) with respect to any such repayment or prepayment.

1.13         Increased Costs; Unavailability.

1.13.1  Increased Costs Generally.  If any Change in Law shall:

(a)           impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Adjusted LIBOR) or the Issuing Bank;

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(b)           subject any Lender or the Issuing Bank to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any LIBOR Loan made by it, or change the basis of taxation of payments to such Lender or the Issuing Bank in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 1.17 (Taxes) and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or the Issuing Bank); or

(c)           impose on any Lender or the Issuing Bank or the London interbank market any other condition, cost or expense affecting this Agreement or LIBOR Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any LIBOR Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or the Issuing Bank, the Borrower will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

1.13.2  Capital Requirements.  If any Lender or the Issuing Bank determines that any Change in Law affecting such Lender or the Issuing Bank or any lending office of such Lender or such Lender’s or the Issuing Bank’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.

1.13.3  Certificates for Reimbursement.  A certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as the case may be, as specified in Subsections 1.13.1 (Increased Costs Generally) or 1.13.2 (Capital Requirements) and delivered to the Borrower shall be conclusive absent manifest error.  The Borrower shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

1.13.4  Delay in Requests.  Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section 1.13 shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation, provided that the

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Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section 1.13 for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

1.13.5  Inability to Determine LIBOR.  In the event that the Agent or the Majority Lenders shall have determined that for any reason it has become impossible or impracticable to determine the Adjusted LIBOR (or the Adjusted LIBOR for any specified Interest Periods), the Agent shall promptly give notice of such determination to the Borrower.  In that case, no part of the Loans shall thereafter be available at the Adjusted LIBOR (or at the Adjusted LIBOR for the specified Interest Period) until the Agent determines that the circumstances described above cease to exist.

1.13.6  Laws Affecting LIBOR Availability.  If it shall become unlawful or impossible for any Lender (or any of its lending offices) to make or maintain LIBOR Loans (or LIBOR Loans of a specified duration) due to (a) the introduction of, or any change in, any Law or any change in the interpretation or administration thereof by any Governmental Authority, or (b) compliance by any Lender (or any of its lending offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, such Lender shall promptly give notice thereof to the Agent and the Agent shall promptly give notice thereof to the Borrower and the other Lenders.  Thereafter, until the Agent notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Lenders to make such LIBOR Loans (or LIBOR Loans of the specified duration) and the right of the Borrower to convert any Loan or continue any Loan as such shall be suspended and thereafter the Borrower may select only Base Rate Loans (or LIBOR Loans of other durations) hereunder, and (ii) if any Lender may not lawfully continue to maintain a Loan as a LIBOR Loan to the end of the then current Interest Period applicable thereto, the applicable Loan shall immediately be converted to a Base Rate Loan.

1.14         Purpose.

The proceeds of the Loans shall be used by the Borrower:  (a) to refinance the Existing Credit Agreement, (b) to finance, in part, the Stabler Acquisition, (c) to finance capital expenditures, (d) to provide for ongoing working capital and (e) for general corporate purposes including Permitted Acquisitions.

1.15         Mechanics of Payments:  Borrower Payments.

1.15.1  Manner of Making Payments.  All payments on account of principal of and interest on the Loans, the Commitment Fee, and all other amounts otherwise payable to the Lenders under this Agreement (other than payments in respect of Swing Loans which shall be made directly to the Swing Lender) shall be made to the Agent.  All payments shall be made by the Borrower to the Agent, in Dollars in immediately available funds, without counterclaim or setoff and free and clear of, and without any deduction or withholding for, any taxes or other

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payments.  Unless otherwise specified, all payments by the Borrower shall be made by 11:00 a.m. (Philadelphia, PA time) on the due date for such payment, specifying the amount and date of payment, re:  New Enterprise Stone & Lime Co., Inc., by wire transfer in accordance with the instructions on the signature page to this Agreement or by the Agent debiting any account of the Borrower with the Agent.  The failure by the Borrower to make a payment by 11:00 a.m. (Philadelphia, PA time) shall not constitute an Event of Default if such payment is made on the due date; however, any payment made after such time on such due date shall be deemed made on the next Business Day for the purpose of interest and reimbursement calculations.

1.15.2  Payments by Borrower; Presumptions by Agent.  Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Agent for the account of the Lenders or the Issuing Bank (such payment being a “Borrower Required Payment”) that the Borrower will not make the Borrower Required Payment, the Agent may assume that the Borrower has made the Borrower Required Payment on such date in accordance herewith and may, in reliance upon such assumption (but shall not be required to), distribute to the Lenders or the Issuing Bank, as the case may be, the amount due.  In such event, if the Borrower has not in fact made such Borrower Required Payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender or the Issuing Bank, with interest thereon, for each day from and including the date such amount is distributed to it but excluding the date of payment to the Agent, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation.

1.15.3  Disbursements from Agent to Lenders.  The Agent shall promptly remit to each Lender its pro rata share of payments received pursuant to Subsection 1.15.1 (Manner of Making Payments) in immediately available funds, except that all reimbursement payments in respect of losses, out-of-pocket expenses, funding losses or like matters shall be retained by the Agent or remitted to the Lenders according to their respective appropriate entitlement to such reimbursement.  Unless otherwise provided in this Agreement or the other Loan Documents, payments from the Borrower shall be applied first to fees, then to interest (to the extent then payable), then to principal of Base Rate Loans, and then to principal of LIBOR Loans (and among such LIBOR Loans, first to those with the earliest expiring Interest Periods).

1.15.4  Authorization to Deduct Funds and Make Loans in Satisfaction of Obligations.  At any time that the Borrower is required to make a payment of principal, interest, reimbursement obligations in respect of Letters of Credit, fees, costs, expenses or other amounts pursuant to the terms of this Agreement or the other Loan Documents and, in any case, fails to do so, in addition to other rights and remedies of the Agent and Lenders hereunder, under the other Loan Documents and at Law, the Borrower hereby authorizes the Agent and the Lenders (at their option, after receipt of notice from the Agent to do so) to cause the aforesaid payments to be made, first by drawing under the RC Commitment, and then (if there is no availability under the RC Commitment) by deducting funds from the balance of any of the Borrower’s accounts maintained with the Agent and the Lenders or by making additional loans (and any such loans shall be subject to interest at the Default Rate and shall be part of the Obligations secured by all of the security interests granted pursuant to the Loan Documents); provided, however, that notwithstanding the making by the Lenders of any of the aforesaid payments as set forth in this sentence, the failure of the Borrower to make any of the aforesaid payments when due shall

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constitute an Event of Default.  The Agent and the Lenders may cause payments to be made pursuant to this Subsection 1.15.4, in their sole discretion, regardless of the existence of an Event of Default and whether or not the aggregate amount of the outstanding Loans, after giving effect to such payments, exceeds the amount of the Commitments.  Notwithstanding the foregoing, the Lenders shall have no obligation to make any additional loans to the Borrower pursuant to this Subsection 1.15.4.

1.15.5  Sharing of Payments by Lenders.  If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that

(a)           if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and

(b)           the provisions of this Subsection 1.15.5 shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in Letters of Credit to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Subsection 1.15.5 shall apply).

The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

1.15.6  Payments Due on Non-Business Days.  Subject to Subsection 1.12.4 (LIBOR Election) as to payments with respect to Adjusted LIBOR, if any payment under the Loan Documents becomes due on a day that is not a Business Day, the due date of such payment shall be extended to the next succeeding Business Day, and such extension of time shall be included in computing interest and fees in connection with such payment.

1.16         Mechanics of Payments: Lender Payments.

1.16.1  Funding by Lenders; Presumption by Agent.  Unless the Agent shall have received notice from a Lender prior to 12:00 noon (Philadelphia, PA time) on the date on which it is scheduled to fund to the Agent any amount payable by a Lender under this Agreement (such payment being a “Lender Required Payment”) that such Lender will not make available

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to the Agent its Lender Required Payment, the Agent may assume that such Lender has made its Lender Required Payment available on such date in accordance with Section 1.4 (Borrowing Notice) and may, in reliance upon such assumption (but shall not be required to), make available to the Borrower a corresponding amount.  In such event, if a Lender has not in fact made its Lender Required Payment to the Agent, then the applicable Lender and the Borrower severally agree to pay to the Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by the Borrower, the Base Rate.  If the Borrower and such Lender shall pay such interest to the Agent for the same or an overlapping period, the Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period.  If such Lender pays its Lender Required Payment to the Agent, then the amount so paid shall constitute such Lender’s Loan included in the applicable borrowing.  Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make its Lender Required Payment to the Agent.  Any Lender that fails to make a Lender Required Payment upon receipt of notice therefor shall not be entitled to vote on any matters that it otherwise would be entitled to vote on under this Agreement until it makes such payment.

1.16.2  Special Purpose Funding Vehicle.  Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (a “SPFV”) the option to fund all or any part of any Loan that such Granting Lender would otherwise be obligated to fund pursuant to this Agreement; provided that (a) nothing herein shall constitute a commitment by any SPFV to fund any Loan, and (b) if a SPFV elects not to exercise such option or otherwise fails to fund all or any part of such Loan, the Granting Lender shall be obligated to fund such Loan pursuant to the terms hereof.  The funding of a Loan by a SPFV hereunder shall utilize the RC Commitment of the Granting Lender to the same extent, and as if, such Loan were funded by such Granting Lender.  Each party hereto hereby agrees that no SPFV shall be liable for any indemnity or payment under this Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Granting Lender provides such indemnity or makes such payment.  Notwithstanding anything to the contrary contained in this Agreement, any SPFV may disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper, dealer or provider of any surety or guarantee to such SPFV.  This Subsection 1.16.2 may not be amended without the prior written consent of each Granting Lender, all or any part of whose Loan is being funded by a SPFV at the time of such amendment.  No SPFV shall be entitled to any indemnities or additional costs or other amounts referred to in Section 1.13 (Increased Costs; Unavailability) or breakage pursuant to Subsection 1.12.5 (Breakage) or similar payments except to the extent it shares in payments made to the Granting Lender pursuant to entitlements of the Granting Lender hereunder.

1.17         Taxes.

1.17.1  Payments Free of Taxes.  Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes,

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provided that if the Borrower shall be required by applicable law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 1.17) the Agent, each Lender or the Issuing Bank, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

1.17.2  Payment of Other Taxes by the Borrower.  Without limiting the provisions of Subsection 1.17.1 (Payments Free of Taxes), the Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

1.17.3  Indemnification by the Borrower.  The Borrower shall indemnify the Agent, each Lender and the Issuing Bank, within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 1.17) paid by the Agent, such Lender or the Issuing Bank, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the Issuing Bank (with a copy to the Agent), or by the Agent on its own behalf or on behalf of a Lender or the Issuing Bank, shall be conclusive absent manifest error.

1.17.4  Evidence of Payments.  As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Agent.

1.17.5  Status of Lenders.  Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any other Loan Document shall deliver to the Borrower (with a copy to the Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower or the Agent, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate of withholding.  In addition, any Lender, if requested by the Borrower or the Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Agent as will enable the Borrower or the Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.

Without limiting the generality of the foregoing, because the Borrower is resident for tax purposes in the United States of America, any Foreign Lender shall deliver to the Borrower and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and

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from time to time thereafter upon the request of the Borrower or the Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:

(a)           duly completed copies of Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States of America is a party,

(b)           duly completed copies of Internal Revenue Service Form W-8ECI,

(c)           in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrower within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (y) duly completed copies of  Internal Revenue Service Form W-8BEN, or

(d)           any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding or deduction required to be made.

1.17.6  Treatment of Certain Refunds.  If the Agent, a Lender or the Issuing Bank has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 1.17, it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 1.17 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Agent, such Lender or the Issuing Bank, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Agent, such Lender or the Issuing Bank, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Agent, such Lender or the Issuing Bank in the event the Agent, such Lender or the Issuing Bank is required to repay such refund to such Governmental Authority.  This paragraph shall not be construed to require the Agent, any Lender or the Issuing Bank to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrower or any other Person.

1.17.7  Survival.  Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 1.17 shall survive the payment in full of the Obligations and the termination of the Commitments.

1.18         Designation of a Different Lending Office; Replacement of Lenders.

1.18.1  Designation of a Different Lending Office.  If any Lender requests compensation under Section 1.13 (Increased Costs; Unavailability), or requires the Borrower to

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pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 1.17 (Taxes), then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 1.13 (Increased Costs; Unavailability) or Section 1.17 (Taxes), as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender.  The Borrower hereby agrees to pay all reasonable out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment.

1.18.2  Replacement of Lenders.  If any Lender requests compensation under Section 1.13 (Increased Costs; Unavailability), or requires the Borrower to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 1.17 (Taxes), or if any Lender defaults in its obligation to fund Loans hereunder or if any Lender does not approve an amendment to this Agreement or any other Loan Document which is approved by the Majority Lenders and which is required to also be approved by such Lender to be effective pursuant to Section 11.4 (Amendments, Waivers and Consents), then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.5 (Successors and Assigns), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that,

(a)           the Borrower or assignee shall have paid to the Agent the assignment fee specified in Section 11.5 (Successors and Assigns),

(b)           such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Subsection 1.12.5 (Breakage)) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts),

(c)           in the case of any such assignment resulting from a claim for compensation under Section 1.13 (Increased Costs; Unavailability) or payments required to be made pursuant to Section 1.17 (Taxes), such assignment will result in a reduction in such compensation or payments thereafter, and

(d)           such assignment does not conflict with applicable law.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

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ARTICLE 2

LETTERS OF CREDIT

2.1           Letters of Credit.

2.1.1  Commitment to Issue Letters of Credit.  Subject to the requirements set forth below, the Borrower may use a portion of the RC Commitment, which portion shall not exceed $12,000,000 (the “Letter of Credit Sublimit”) for the purpose of causing the Issuing Bank to issue standby Letters of Credit for the account of the Borrower, provided that (a) the Borrower executes and delivers a letter of credit application and reimbursement agreement in a form acceptable to the Issuing Bank and complies with any conditions to the issuance of such Letter of Credit (including the payment of any applicable fees) set forth therein; (b) the Issuing Bank approves the form of such Letter of Credit; (c) such Letter of Credit bears an expiration date not later than the earlier of (i) one year after the date of issuance (or in the sole discretion of the Issuing Bank provides that such Letter of Credit will automatically renew for additional periods of one year subject to the Issuing Bank’s right to elect to terminate the Letter of Credit at the original expiration date or any subsequent expiration date upon prior written notice of a duration acceptable to the Issuing Bank) and (ii) 30 days prior to the RC Maturity Date; (d) the Issuing Bank receives a request for issuance three Business Days prior to the date of issuance (unless the Issuing Bank, in its sole and absolute discretion, agrees to shorter notice in any instance); (e) the purpose of such Letter of Credit shall be acceptable to the Issuing Bank; and (f) the conditions set forth in Section 3.2 (Requirements for Each Loan/Letter of Credit) are fulfilled to the satisfaction of the Issuing Bank as of the date of the issuance of such Letter of Credit.  Each letter of credit referenced on Schedule 2.1.1 hereto shall be deemed to be a Letter of Credit issued under this Section 2.1.1(1).

2.1.2  Reimbursement Obligations.  The Borrower is absolutely, unconditionally and irrevocably obligated to reimburse the Issuing Bank for all amounts drawn under each Letter of Credit.  If any draft is presented under a Letter of Credit, the payment of which is required to be made at any time on or before the RC Maturity Date, then payment by the Issuing Bank of such draft shall constitute an RC Loan (which is a Base Rate Loan) hereunder and interest shall accrue from the date the Issuing Bank makes payment on such draft under such Letter of Credit provided, however, if there is not then an Available RC Commitment in an amount at least equal to the amount of the draw, Borrower shall immediately reimburse the Issuing Bank for any payments made by the Issuing Bank.  If any draft is presented under a Letter of Credit, the payment of which is required to be made after the RC Maturity Date or at the time when an Event of Default or Default shall have occurred and then be continuing, then the Borrower shall immediately pay to the Issuing Bank, in immediately available funds, the full amount of such draft together with interest thereon at a rate per annum then in effect for RC Loans which are Base Rate Loans from the date on which the Issuing Bank makes such payment of such draft until the date it receives full reimbursement for such payment from the Borrower.  The Borrower

(1)  Include all letters of credit for NESL and Stabler issued by M&T, including where Rock Solid is the beneficiary (but excluding the “Stabler Letters of Credit” as defined herein).

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further agrees that the Issuing Bank may reimburse itself for such drawing at any time when there is no Available RC Commitment from the balance in any other account of the Borrower maintained with the Issuing Bank.

2.1.3  Limitation on Amount.  The Issuing Bank shall not be obligated or permitted under this Section 2.1 to issue any Letter of Credit for the account of the Borrower to the extent that the sum of (a) the amount that would be available to be drawn under the proposed Letter of Credit plus (b) the sum of all amounts available to be drawn under outstanding Letters of Credit plus (c) any Unreimbursed Drawings would exceed the lesser of (i) the Letter of Credit Sublimit and (ii) the excess of the RC Credit Limit over the aggregate principal amount of the RC Loans and Swing Loans then outstanding.

2.1.4  Obligations Absolute.  The Borrower’s obligations under this Section 2.1 (including any obligations to repay draws under Letters of Credit issued hereunder) shall be absolute and unconditional under any and all circumstances and irrespective of the occurrence of any Default or Event of Default or any condition precedent whatsoever or any setoff, counterclaim or defense to payment that the Borrower may have or have had against the Issuing Bank, the Agent, any Lender or any beneficiary of a Letter of Credit.  The Borrower further agrees that the Issuing Bank, the Agent and the Lenders shall not be responsible for, and the Borrower’s reimbursement obligations shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even if such documents should in fact prove to be in any or all respects invalid, fraudulent or forged, or any dispute between or among the Borrower, the beneficiary of any Letter of Credit or any financing institution or other party to which any Letter of Credit may be transferred or any claims or defenses whatsoever of the Borrower against the beneficiary of any Letter of Credit or any such transferee.  The Issuing Bank, the Agent and the Lenders shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit.  Any action taken or omitted by the Issuing Bank under or in connection with each Letter of Credit and the related drafts and documents shall be binding upon the Borrower and shall not result in any liability on the part of the Issuing Bank.

2.1.5  Reliance by Issuing Bank.  The Issuing Bank shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it in good faith to be genuine and correct and believed by it to have been signed, sent or made by the proper Person(s) and upon advice and statements of legal counsel, independent accountants and other experts selected by the Issuing Bank and the Agent.

2.1.6  Fees.  The Borrower shall pay to the Agent, for the account of the RC Lenders, a fee equal to the product of (a) the Applicable Margin for RC Loans bearing interest at a rate based on Adjusted LIBOR multiplied by (b) the face amount of each outstanding Letter of Credit (to the extent such face amount is undrawn) (the “Letter of Credit Fees”).  In addition, the Borrower shall pay to the Issuing Bank, for its own account, a fronting fee equal to 0.125% per annum of the face amount of all outstanding Letters of Credit (to the extent such face amount is undrawn) (a “Fronting Fee”).  All Letter of Credit Fees and Fronting Fees shall be payable quarterly in arrears on each Quarterly Payment Date based on the number of days during each

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quarter that a Letter of Credit is outstanding during such quarter (calculated on the basis of a 360-day year).  The Borrower shall also pay to the Issuing Bank all of the Issuing Bank’s standard fees and charges for the opening, amendment, modification, presentation or cancellation of a Letter of Credit and otherwise in respect of a Letter of Credit and shall execute all of the Issuing Bank’s standard agreements in connection with the issuance of the Letter of Credit.

2.1.7  Participation by RC Lenders.

(a)           Effective immediately upon the issuance of each Letter of Credit and without further action on the part of the Issuing Bank, the Issuing Bank shall be deemed to have granted to each RC Lender, and each RC Lender shall be deemed to have irrevocably purchased and received from the Issuing Bank, without recourse or warranty, an undivided interest and participation in such Letter of Credit to the extent of each RC Lender’s percentage of the RC Commitment.  Further, each Lender acknowledges and agrees that it shall be absolutely liable, to the extent of its percentage of the RC Commitment, to fund on demand or reimburse the Issuing Bank on demand for the amount of each draft paid by the Issuing Bank under each Letter of Credit to the extent that such amount is not immediately reimbursed by the Borrower.

(b)           In furtherance of the provisions of the preceding paragraph (a), the Issuing Bank shall notify the Agent promptly upon receipt of notice of an intended draw under a Letter of Credit.  The Agent shall give written, telecopied or telegraphic notice to each of the other RC Lenders of its pro rata share of such draw and the scheduled date thereof.  After receipt of such notice, and whether or not an Event of Default or Default then exists, each RC Lender shall make available to the Agent such Lender’s share of such draw in immediately available funds (in Dollars) to the Agent no later than 12:00 noon (Philadelphia, PA time) on the date specified in the Agent’s notice.  The failure of the Issuing Bank or the Agent to give timely notice pursuant to this Subsection 2.1.7 shall not affect the right of the Issuing Bank to reimbursement from the RC Lenders.  Any amount paid by the Agent and RC Lenders pursuant to a draw made under a Letter of Credit shall constitute an RC Loan and shall be repaid pursuant to the provisions respecting RC Loans, provided that if an Event of Default or Default exists at the time of a draw, the Borrower shall immediately reimburse the amount of such draw to the Agent for the benefit of the RC Lenders.

2.1.8  Standard of Conduct.  The Issuing Bank shall be entitled to administer each Letter of Credit in the ordinary course of business and in accordance with its usual practices, modified from time to time as it deems appropriate under the circumstances, and shall be entitled to use its discretion in taking or refraining from taking any action in connection herewith as if it were the sole party involved.  Any action taken or omitted to be taken by the Issuing Bank under or in connection with any Letter of Credit shall not create for the Issuing Bank any resulting liability to any other Lender except for that which arises out of the Issuing Bank’s gross negligence or willful misconduct.

2.1.9  Cash Collateral Account.  In the event that (a) the excess of (i) the amount of the RC Credit Limit over (ii) the aggregate principal amount of RC Loans and Swing Loans then outstanding is less than (b) the aggregate face amount of any outstanding Letters of Credit (to the extent such face amount is undrawn) and the aggregate amount of any Unreimbursed Drawings for any reason (whether because the RC Commitment has been reduced or terminated

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or otherwise), the Borrower shall forthwith pay to the Agent an amount equal to the excess of the amount described in clause (b) above over the amount described in clause (a) above.  Such amount shall be applied first, against any Unreimbursed Drawings and second, against the unpaid principal amount of any RC Loans then outstanding, and the remainder shall be maintained by the Agent in an interest bearing cash collateral account in the name of and for the benefit of the Agent and the Lenders to secure the repayment of Borrower’s obligation to reimburse the Lenders for drafts drawn or that may be drawn under outstanding Letters of Credit until the earlier of (1) such time as all outstanding Letters of Credit have expired or been cancelled and (2) the excess of the amount described in clause (b) above over the amount described in clause (a) above no longer exists.

2.1.10  Obligations Secured.  The obligations of the Borrower to the Issuing Bank, the Agent and the Lenders in respect of Letters of Credit shall be guaranteed pursuant to the Loan Documents and shall be secured by the Collateral.

ARTICLE 3

CONDITIONS TO EFFECTIVENESS AND FUNDINGS
AND ISSUANCE OF LETTERS OF CREDIT

3.1           Conditions to Effectiveness.

This Agreement shall be effective upon satisfaction of the following conditions on or before January 11, 2008 (the date of such fulfillment being the “Closing Date”).

3.1.1  Execution of this Agreement.  This Agreement shall have been duly executed by the Borrower, each Lender, the Issuing Bank and the Agent.

3.1.2 Notes.  The Borrower shall have delivered a duly executed Second Amended and Restated RC Note, Term Loan A Note and Term Loan B Note (collectively, the “Notes,” and each, a “Note”) to each of the applicable Lenders that requests such a Note.

3.1.3  Second Amended and Restated Security Agreement.  The Borrower and each Subsidiary of the Borrower shall have executed and delivered to the Agent a Second Amended and Restated Security Agreement (as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof, the “Security Agreement”) in substantially the form attached to this Agreement as Exhibit D, together with (a) such Uniform Commercial Code financing statements as are necessary to perfect the security interests created by such Security Agreement, (b) a landlord waiver for the Borrower’s corporate office in New Enterprise, Pennsylvania, and Stabler’s corporate office in Harrisburg, Pennsylvania, (c) such account control agreements, if any, as are required by Section 7.29 (Primary Operating Accounts), and (d) a power of attorney duly executed by the Borrower and each Subsidiary of the Borrower in substantially the form attached as Annex B to the Security Agreement.

3.1.4 Second Amended and Restated Guaranty and Suretyship Agreement.  Each Subsidiary of the Borrower shall have executed and delivered to the Agent a Second Amended and Restated Guaranty and Suretyship Agreement (as amended, modified or

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supplemented from time to time in accordance with the terms hereof and thereof, the “Subsidiary Suretyship”) in substantially the form attached to this Agreement as Exhibit E.

3.1.5 Second Amended and Restated Negative Pledge and Pledge Agreement.

(a)           The Management Shareholders shall own directly all of the Capital Stock of the Borrower specified as being owned by them on Schedule 4.1.2 hereto and shall have executed and delivered to the Agent a Second Amended and Restated Negative Pledge Agreement (as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof, the “Negative Pledge”) in substantially the form attached to this Agreement as Exhibit F-1.

(b)           The Borrower and each of its Subsidiaries shall own directly all of the Capital Stock and other equity of the Subsidiaries specified as being owned by it on Schedule 4.1.2 hereto and the Borrower and each of its Subsidiaries shall have executed and delivered to the Agent a Second Amended and Restated Pledge Agreement (as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof, the “Pledge Agreement”) in substantially the form attached to this Agreement as Exhibit F-2, together with the stock and other certificates and assignment powers (duly executed in blank and undated) required thereby.

3.1.6  Due Diligence.  The Co-Lead Arrangers and the Lenders shall have completed all legal, business and other due diligence with respect to the Borrower and its Subsidiaries, including, without limitation, all such due diligence relating to ERISA, labor and environmental matters, in form, substance and scope, and with results, reasonably satisfactory to the Co-Lead Arrangers and the Lenders; provided, that obtaining the appraisals and the engineering reports for Stabler and Subsidiaries shall not be a condition to Closing so long as the process of obtaining them has been commenced and, in that case, such requirements shall instead be covenants subject to Section 7.31 (Post Closing Covenants).

3.1.7  Amended and Restated Intellectual Property Collateral Agreement.  The Borrower and each of its Subsidiaries shall have executed and delivered to the Agent such agreements (each as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof, an “Intellectual Property Collateral Agreement”), in substantially the form attached to this Agreement as Exhibit O, together with such other notices for recording in the United States Patent and Trademark Office or the United States Copyright Office and such Uniform Commercial Code financing statements as are necessary or as otherwise reasonably requested by the Agent to perfect and maintain the security interests created by the Security Agreement in any Intellectual Property.

3.1.8  Mortgages.

(a)           With respect to the Material Real Property owned by the Borrower or any Subsidiary in the Commonwealth of Pennsylvania that was mortgaged in favor of the Lenders under the Existing Credit Agreement (as amended, modified and supplemented from time to time in accordance with the terms hereof and thereof, the “Existing PA Mortgages”), the Borrower shall cause the necessary modifications, if any, reasonably requested by the Co-Lead

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Arrangers to be made to the Existing PA Mortgages for each parcel of Material Real Property to secure the Secured Obligations.

(b)           With respect to any Material Real Property owned by the Borrower or any Subsidiary in the State of New York, the mortgages under the Existing Credit Agreement shall be terminated and the Borrower shall cause to be delivered to the Agent new fee mortgages in substantially the form attached to this Agreement as Exhibit G-1 (together with any other mortgages respecting real estate in the State of New York, delivered hereunder from time to time, in each case, as amended, modified and supplemented from time to time in accordance with the terms hereof and thereof, the “NY Mortgages”), in each case, in form appropriate for recording in the relevant jurisdiction, securing the Term Loans.

(c)           With respect to any Material Real Property owned by Borrower or any of its Subsidiaries that has not previously been mortgaged in favor of the Lenders pursuant to the Existing Credit Agreement, including, but not limited to, Material Real Property owned by Stabler or any of its Subsidiaries, the Borrower and each applicable Subsidiary shall have executed and delivered to the Agent mortgages encumbering the Borrower’s fee interest in and to such Material Real Property (as amended, modified and supplemented from time to time in accordance with the terms hereof and thereof, and together with the Existing PA Mortgages, NY Mortgages and any other fee mortgages delivered pursuant to this Agreement at any time, the “Fee Mortgages”) in substantially the form attached to this Agreement as Exhibit G-2 (for Pennsylvania properties) or Exhibit G-3 (for Illinois properties), as applicable, for each parcel of Material Real Property owned by such Person, in each case, in form appropriate for recording in the relevant jurisdiction, securing (except as provided in paragraph (b)) above, the Secured Obligations, and together with such Uniform Commercial Code financing statements as are necessary to perfect the security interests created thereby, in each case in form appropriate for recording in the relevant jurisdiction.

(d)           With respect to any Material Real Property leased by Borrower or any of its Subsidiaries, including Material Real Property leased by Stabler or any of its Subsidiaries, the Borrower and each applicable Subsidiary shall have executed and delivered to the Agent leasehold mortgages encumbering the Borrower’s leasehold interest in and to such Material Real Property (as amended, modified and supplemented from time to time in accordance with the terms herewith and thereof, and together with any other leasehold mortgages delivered pursuant to this Agreement at any time, the “Leasehold Mortgages” and, together with the Fee Mortgages, the “Mortgages”) in substantially the form attached to this Agreement as Exhibit H for each parcel of Material Real Property leased by such Person, securing the Secured Obligations, in each case, in form appropriate for recording in the relevant jurisdiction and,

(i)  if applicable, a memorandum of lease or other document reflecting the leasehold estate in form appropriate for recording in the relevant jurisdiction and,

(ii) a fully-executed Recognition and Estoppel Agreement (the “Recognition and Estoppel Agreement”) from each landlord, in form and substance reasonably satisfactory to the Co-Lead Arrangers, provided, however, that except for the leases with respect to the quarries located in Ormrod, Pennsylvania and

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Kutztown, Pennsylvania as to which Recognition and Estoppel Agreements shall be delivered on or prior to the Closing Date, the Borrower shall use commercially reasonable efforts to obtain such Recognition and Estoppel Agreements and,

(iii) in the case of leaseholds where a fee mortgagee is of record prior to the lease or memorandum of lease, a subordination, non-disturbance and attornment agreement, in form and substance reasonably satisfactory to the Co-Lead Arrangers, to be executed by the fee mortgagee of any such leased Material Real Property, and

(iv) in the case of the lease relating to the quarry located in Kutztown, Pennsylvania, the consent of Maxatawny Township.

3.1.9  Real Estate Due Diligence.  The Borrower and each of its Subsidiaries shall have caused to be delivered to the Agent such title commitments and insurance policies, flood certifications, consents, lease agreements, and other instruments, agreements, documents and certificates as may be reasonably requested by the Co-Lead Arrangers in connection with the Material Real Property, all in form and substance reasonably satisfactory to the Lenders.  Without limiting the generality of the foregoing, the Agent shall have received policies of title insurance, insuring each of the Mortgages as a first priority Lien upon the premises to which it relates, with title insurance companies acceptable to the Co-Lead Arrangers. Borrower shall also cause to be paid all necessary recording taxes and fees.

3.1.10  Second Amended and Restated Environmental Indemnity Agreement.  The Borrower and each of its Subsidiaries shall have executed and delivered to the Agent a Second Amended and Restated Environmental Indemnity Agreement (as amended, modified and supplemented from time to time in accordance with the terms hereof and thereof, and together with any other environmental indemnity agreements delivered pursuant to this Agreement at any time, the “Environmental Indemnity Agreements”) in substantially the form annexed to this Agreement as Exhibit I.

3.1.11  Bonding Arrangements.  The Borrower shall have delivered copies of all Bonding Arrangements relating to itself or any of Subsidiaries, and if the same provide for any Liens (a) such liens shall be Surety Liens and (b) the Borrower shall have delivered intercreditor agreements of the type referred to in the definition of Surety Liens; provided, that (x) with respect to the Bonding Arrangements between the Borrower or any Subsidiary, on the one hand, and the CNA Parties, on the other hand, so long as there shall be no UCC financing statements filed in connection therewith, in lieu of the requirements set forth above, the Borrower shall, within 30 days of the Closing Date, (i) deliver the intercreditor agreement of the type referred to in the definition of Surety Liens or (ii) replace CNA Parties with a Permitted Bonding Company, and (y) with respect to the Bonding Arrangements between the Borrower or any Subsidiary, on the one hand, and the US Fidelity Parties, on the other hand, so long as there shall be no UCC financing statements filed in connection therewith, in lieu of the requirements set forth above, the Borrower shall, within 30 days of the Closing Date, (i) deliver the intercreditor agreement of the type referred to in the definition of Surety Liens or (ii) replace US Fidelity Parties with a Permitted Bonding Company.

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3.1.12  Payment of Fees and Costs.  The Borrower shall have paid all of the fees required to be paid to the Co-Lead Arrangers and the other Lenders on the Closing Date and all other fees, costs, expenses and other amounts due and payable under this Agreement and the other documents contemplated herein, including, without limitation, the reasonable fees and expenses of counsel for the Agent and Co-Lead Arrangers in connection with the negotiation, preparation, execution, and delivery of this Agreement and the other documents contemplated herein.

3.1.13  Second Lien Credit Facility.  The Second Lien Credit Facility (a) shall be (i) in form and substance satisfactory to the Lenders and (ii) in a principal amount approximately equal to $85,000,000 and (b) the conditions precedent to funding thereof shall have been satisfied or waived.

3.1.14  Financial Statements; Projections.

(a)           The Lenders shall have received (i) an audited Consolidated balance sheet, statement of income and changes in retained earnings and statement of cash flows of the Borrower and its Subsidiaries (other than Stabler and its Subsidiaries) for the fiscal year ended February 28, 2007, certified (without qualification or exception) by KPMG LLP or other nationally recognized independent public accountants selected by the Borrower and acceptable to the Co-Lead Arrangers, all in form and substance satisfactory to the Co-Lead Arrangers; and (ii) an audited Consolidated balance sheet, statement of income and changes in retained earnings and statement of cash flows of Stabler and its Subsidiaries for the fiscal year ended April 30, 2007, certified (without qualification or exception) by Brown Schultz Sheridan & Fritz or other nationally recognized independent public accountants selected by the Borrower and acceptable to the Co-Lead Arrangers, all in form and substance satisfactory to the Co-Lead Arrangers.

(b)           The Lenders shall have received a final set of operating projections for the Borrower and its Subsidiaries for the fiscal year ending on February 29, 2008 through the fiscal year ending on February 28, 2014 , which shall be in reasonable detail, shall be based on the closing capital structure of the Borrower and its Subsidiaries, shall reflect the consummation of the transactions contemplated by this Agreement and shall otherwise be in form and substance satisfactory to the Co-Lead Arrangers.

(c)           The Lenders shall have received a quality of earnings report from KPMG LLP or other nationally recognized independent public accountants selected by the Borrower and acceptable to the Co-Lead Arrangers, with respect to Stabler and its Subsidiaries for the 12 month period ended April 30, 2006 and for the 12 month period ended April 30, 2007, all in form and substance satisfactory to the Co-Lead Arrangers.

3.1.15  Intercreditor Agreement.  The Borrower shall have executed and delivered to the Agent an Intercreditor Agreement among the Agent, Second Lien Administrative Agent, and the Borrower (as amended, restated, modified or supplemented from time to time in accordance with the terms hereof and thereof, the “Intercreditor Agreement”) in substantially the form attached to this Agreement as Exhibit J.

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3.1.16  Consents and Approvals .  All corporate, governmental and judicial consents, approvals and waivers and other third party consents, approvals and waivers necessary in connection with this Agreement and the Loans or other related transactions, shall have been obtained and, if applicable, become final and nonappealable, and shall remain in full force and effect, without the imposition of any conditions that are not acceptable to the Lenders.

3.1.17  Material Litigation.  Except as set forth on Schedule 4.7, there shall be no litigation or proceeding pending or overtly threatened against the Borrower or any of its Subsidiaries which could reasonably be expected to result in liability in excess of $1,000,000 or, if not for money damages, which could reasonably be expected to result in a Material Adverse Change.

3.1.18  Material Adverse Change.  No material adverse change in the Borrower and its Subsidiaries taken as a whole shall have occurred since February 28, 2007.

3.1.19  Material Adverse Environmental Condition.  No material adverse environmental condition shall exist with respect to any properties owned, leased or occupied by the Borrower or any of its Subsidiaries.

3.1.20  Opinion of Counsel.  The Agent shall have received the following favorable opinions of counsel, each addressed to the Agent, the Issuing Bank and the Lenders and dated as of the Closing Date, in form and content satisfactory to the Agent, the Issuing Bank and the Lenders:

(a)           Pepper Hamilton LLP, counsel to the Borrower, its Subsidiaries and the other Loan Parties, as to the transactions contemplated hereby and as is customary for a transaction of this kind;

(b)           Wildman, Harold, Allen & Dixon, special local counsel to Work Area Protection Corp., as to the due organization of Work Area Protection Corp. and the Material Real Property located in the State of Illinois; and

(c)           Hodgson Russ LLP, special local counsel to the Borrowers, as to the Material Real Property located in the State of New York.

3.1.21  Officer’s Certificate.  There shall have been delivered to each Lender an Officer’s Certificate, dated as of the Closing Date, (a) demonstrating pro forma compliance with the financial covenants set forth in Article 6 (Financial Covenants), and (b) certifying as to (i) the truth of the representations and warranties contained in this Agreement or otherwise made in writing in connection herewith and (ii) the absence of any Default and Event of Default.

3.1.22  Good Standing.  The Agent shall have received (a) good standing certificates of a recent date for each of the Borrower and its Subsidiaries, evidencing its good standing under the laws of the state of its incorporation or formation and (b) good standing certificates of a recent date for each of the Borrower and its Subsidiaries, evidencing its good standing under the laws of the states in which failure to qualify to do business could reasonably be expected to result in a Material Adverse Change.

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3.1.23  Lien Searches.  The Borrower shall have delivered to the Agent results of lien searches (including, without limitation, Uniform Commercial Code, tax and judgment lien searches) of a recent date, in scope and substance satisfactory to the Agent, together with United States Patent and Trademark Office and United States Copyright Office searches of a recent date, in each case, with respect to the Borrower and each of its Subsidiaries, showing no Liens except Permitted Liens.

3.1.24  Insurance.  The Co-Lead Arrangers shall have received evidence of the Insurance required by Section 7.14 (Insurance), together with the lender loss payee and additional insured clauses and endorsements required thereby.

3.1.25  Repayment of Existing Indebtedness.  Substantially simultaneously with the making of the initial Loans on the Closing Date, Borrower shall have repaid (a) all obligations under or arising out of the Existing Credit Agreement and (b) all Indebtedness assumed in connection with the Stabler Acquisition other than the Stabler Indebtedness.

3.1.26  Stabler Acquisition Documentation.   The Borrower shall provide, and the Lenders shall receive and satisfactorily review, all of the documentation related to the Stabler Acquisition, including, but not limited to, the Stabler Purchase and Sale Agreement.

3.1.27  Stabler Purchase and Sale Agreement Conditions.  The conditions set forth in the Stabler Purchase and Sale Agreement shall have been satisfied.

3.1.28  Stabler Acquisition Consideration.  The total consideration paid by the Borrower pursuant to the Stabler Acquisition shall not exceed $325,000,000 plus or minus post-closing working capital or similar adjustments as provided in the Stabler Purchase and Sale Agreement and Borrower shall not assume more than $18,600,000 in Indebtedness (excluding permitted intercompany Indebtedness) as a result of the Stabler Acquisition, all of which is Indebtedness (other than the Stabler indebtedness) that shall be repaid on the Closing Date.

3.1.29  Patriot Act.  The Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, as reasonably requested by the Agent.

3.1.30 Corporate Proceedings.  All corporate, partnership and other legal proceedings of the Loan Parties and all instruments in connection with the transactions contemplated by this Agreement and other Loan Documents (including, without limitation, certified Organizational Documents, resolutions and incumbency certificates) shall be satisfactory in form and substance to the Co-Lead Arrangers and their counsel, and the Co-Lead Arrangers and their counsel shall have received all information and copies of all documents and records of all corporate, partnership and other legal proceedings which the Co-Lead Arrangers or their counsel has requested, such documents where appropriate to be certified by proper corporate, partnership, governmental or other authorities.

3.1.31  Sources and Uses.  The Co-Lead Arrangers shall have received a reasonably detailed statement describing the sources and uses of funds in connection with the

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Loans to be made on the Closing Date, the Stabler Acquisition and the other transactions contemplated hereby and thereby.

3.1.32  Collateral Agency Agreement.  The Borrower and Buffalo Crushed Stone, Inc. shall have executed and delivered to the Agent a Collateral Agency Agreement among the Agent, the Second Lien Administrative Agent, the Borrower, Buffalo Crushed Stone, Inc. and each other party thereto (as amended, restated, modified or supplements from time to time, the “Collateral Agency Agreement”) in form and substance satisfactory to the Agent.

3.1.33Other Requirements.  The Agent shall have received such additional information, documents and material as the Agent may reasonably request.

3.1.34  Lender Addenda.  This Agreement amends and restates in its entirety the Existing Credit Agreement.  Each Lender that is to become a party to this Agreement on the date hereof shall do so by delivering to the Agent a Lender Addendum duly executed by such Lender, Borrower and the Agent.  Upon receipt of such Lender Addendum, M&T shall be deemed to have assigned to the Lender executing such Lender Addendum all of its rights and obligations under this Agreement with respect to that portion of the Loans set forth in the Lender Addendum.

3.2           Requirements for Each Loan/Letter of Credit.

The Lenders shall not be required to make any Loans to the Borrower (including, without limitation, the initial Loan) and the Issuing Bank shall not be required to issue any Letters of Credit (including, without limitation, the initial Letter of Credit) unless each of the following conditions are fulfilled to the satisfaction of the Agent or the Issuing Bank, as applicable.

3.2.1  No Default.  There shall not, either prior to or after giving effect to each such funding or Letter of Credit, exist a Default or Event of Default.

3.2.2  Borrowing Notice/Request for Letter of Credit.  The Agent shall have timely received a borrowing notice pursuant to Section 1.4 (Borrowing Notice) or request for a Letter of Credit pursuant to Subsection 2.1.1 (Commitment to Issue Letters of Credit) and all accompanying documentation required thereby.

3.2.3  Representations and Warranties.  The representations and warranties of the Borrower and the other Loan Parties made in the Loan Documents shall be true and correct in all material respects as of the date of each such Loan or Letter of Credit (both immediately prior to and after giving effect to such Loan or Letter of Credit) as if made on and as of such date except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all materials respects at and as of such earlier date).

3.2.4  Method of Certifying Certain Conditions.  The request for, and acceptance of, each Loan and each Letter of Credit by the Borrower shall be deemed a representation and warranty by the Borrower that the conditions specified in Subsections 3.2.1 (No Default), and 3.2.3 (Representations and Warranties) have been satisfied.

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ARTICLE 4

REPRESENTATIONS AND WARRANTIES

In order to induce the Issuing Bank and the Lenders to enter into this Agreement and to make the Loans and other extensions of credit contemplated by this Agreement, the Borrower hereby makes the following representations and warranties (which are unaffected by any investigation of the Agent, the Issuing Bank or any Lender):

4.1           Status.

4.1.1  Organization and Qualification.  Each of the Borrower and its Material Subsidiaries is a duly organized and validly existing corporation, partnership or limited liability company, as applicable, and each is in good standing under the laws of its state of formation.  Each of the Borrower and its corporate Material Subsidiaries has perpetual corporate existence, and each of the Borrower and its Material Subsidiaries has the corporate, partnership or limited liability company, as applicable, power and authority to own its property and assets and to transact the business in which it is engaged or presently proposes to engage.  Neither the Borrower nor any of its Subsidiaries has failed to qualify to do business in any state or jurisdiction where the failure to so qualify could result in a Material Adverse Change.  As of the Closing Date, the states of formation of the Borrower and its Subsidiaries as well as the states where such Persons are qualified to do business as a foreign corporation, partnership, or limited liability company, as applicable, are listed on Schedule 4.1.1.

4.1.2  Stock Ownership.  As of the Closing Date, the Borrower does not have any Subsidiaries and does not operate all or any portion of its business through any other Persons, other than as disclosed on Schedule 4.1.2.  Schedule 4.1.2 also correctly lists as to the Borrower and each of its Subsidiaries on the date of this Agreement:

(a)           its name,

(b)           the jurisdiction of its incorporation or formation and the organizational number issued by such jurisdiction, if any,

(c)           the classes of Capital Stock issued by the Borrower and each of its Subsidiaries and the principal characteristics of each such class, and

(d)           the names of each of the equity holders and the number and percentage of the issued and outstanding shares or other equity interests of each class (and certificate numbers by which such shares or other equity interests are designated, if applicable) owned by each of such holders.

As of the Closing Date, all the outstanding shares of Capital Stock of the Borrower and each of its Subsidiaries are validly issued, fully paid and nonassessable, and all such shares and other equity interests indicated on Schedule 4.1.2 as owned by the Borrower or the Persons indicated on Schedule 4.1.2 are so owned beneficially and of record by such Person, free and clear of any Lien, except for Liens created pursuant to the Loan Documents.  Schedule 4.1.2

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also correctly lists as of the Closing Date as to the Borrower and each of its Subsidiaries any options, warrants or other securities issued by the Borrower or any Subsidiary of the Borrower and the identity of each holder of any such option, warrant or other security.  Except as set forth on Schedule 4.1.2, as of the Closing Date, there are no preemptive rights, offers, options, rights, agreements or commitments of any kind (contingent or otherwise) relating to the issuance, conversion, registration, voting, sale or transfer of any equity interests or other securities of the Borrower or any of its Subsidiaries (including, without limitation, the Capital Stock of the Borrower or any of its Subsidiaries) or obligating the Borrower, any of its Subsidiaries or any other Person to purchase or redeem any such equity interests or other securities pursuant to the Organizational Documents or any agreement or other instrument to which the Borrower or any of its Subsidiaries is a party or by which any of them may be bound.

4.1.3  Excluded Subsidiaries.  As of the Closing Date, (a) South Woodbury has substantially no assets other than the premises subject to the Headquarters Lease and the Roaring Spring Lease and conducts no business other than as landlord under the Headquarters Lease and the Roaring Spring Lease, (b) NESL II has substantially no assets other than 100% of the general partnership interests of South Woodbury and conducts no business other than as general partner of South Woodbury, (c) BCS LLC has substantially no assets, (d) Borrower or its Subsidiaries own 100% of the Capital Stock of Rock Solid Insurance, (e) State Aggregates has substantially no assets and conducts no business and (f) Stabler Construction Company has substantially no assets and conducts no business.

4.2           Power and Authority; Enforceability.

Each Loan Party has the corporate, partnership or other similar power to execute, deliver and carry out the terms and provisions of the Loan Documents to which it is a party, and each such Person has taken all necessary corporate, partnership or other similar action (including, without limitation, any consent of stockholders or partners required by Law or by their respective Organizational Documents) to authorize the execution, delivery and performance of the Loan Documents to which it is a party.  The Loan Documents, when executed and delivered by each Loan Party which is a party thereto, constitute or will constitute the authorized, valid and legally binding obligations of such Person enforceable in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

4.3           No Violation of Agreements; Absence of Conflicts.

The execution and delivery of the Loan Documents, the consummation of the transactions contemplated by the Loan Documents and compliance with the terms and provisions of the Loan Documents, will not:

(a)           require any consent or approval, governmental or otherwise, not already obtained (including any consent or approval arising out of any ownership interests in Rock Solid Insurance held by the Borrower or its Subsidiaries),

(b)           violate any Law or judgment respecting the Borrower or any of its Subsidiaries,

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(c)           conflict with, result in a breach of, or constitute a default under, the Organizational Documents of the Borrower or any of its Subsidiaries, or result in a material breach of, or constitute a material default under, any material indenture, agreement, license or other instrument to which the Borrower or any of its Subsidiaries is a party or by which any of them or their respective properties may be bound, or

(d)           result in, or require the creation or imposition of, any Lien upon or with respect to any property now owned or hereafter acquired by the Borrower or any of its Subsidiaries.

No consent or approval, governmental or otherwise (other than usual and customary court approvals required in connection with a foreclosure action, bankruptcy sale or similar remedial process), not already obtained, is necessary for the exercise of remedies under the Mortgages except as set forth on Schedule 4.3 hereto.

4.4           Recording, Enforceability and Consent.

Assuming the due recording of the UCC-1 financing statements, the Mortgages and the Intellectual Property Collateral Agreements delivered in connection herewith, no consent, approval or authorization of any Person, or recording, filing, registration, notice or other similar action with or to any Person, is required in order to insure the legality, validity, binding effect or enforceability of any of the Loan Documents as against all Persons, except such consents, approvals, authorizations and actions as are identified on Schedule 4.4 hereto, all of which have been obtained and remain in effect.  No material consent, approval or authorization of any Person  (other than any such consents, approvals and authorization in respect of Intellectual Property or constituting Governmental Licenses which are the subject of Section 4.9 (Licenses; Intellectual Property)) that has not been obtained is required for the continued conduct by the Borrower or any of its Subsidiaries of their respective businesses as presently conducted or as presently proposed to be conducted.

4.5           Lines of Business.

The Borrower and its Subsidiaries are engaged only in Permitted Businesses.

4.6           Security Interest in Collateral.

(a)           The Borrower has delivered, or caused to be delivered, to the Agent all UCC-1 financing statements in recordable form that may be necessary to perfect the security interests granted pursuant to the Loan Documents to the extent that such security interests may be perfected by filing.  Except to the extent the same are not required to be delivered pursuant to the Loan Documents, the Borrower has delivered, or caused to be delivered, to the Agent all instruments, documents, certificates and investment property (i) that may be necessary to perfect the security interests granted pursuant to the Loan Documents (to the extent such security interests may only be perfected by delivery) and (ii) to the extent that delivery of the same provides perfection that is superior to filing.  Upon the filing of such UCC-1 financing statements in the offices specified thereon, the recordation of the Intellectual Property Collateral Agreement with respect to copyrights and copyright applications in the United States

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Copyright Office, and the execution and delivery of deposit account control agreements satisfying the requirements of Section 9-104(a)(2) of the Uniform Commercial Code to the extent required under Section 7.29 (Primary Operating Accounts) (each of which deposit account control agreements have been entered into and delivered to the Agent), no further action, including, without limitation, any filing or recording of any document or the obtaining of any consent, is necessary in order to establish, perfect and maintain the Agent’s security interests (which security interests are subject to no prior Liens other than Permitted Liens) in the personal property (including fixtures and Intellectual Property) and equity of the Borrower and its Subsidiaries (for the benefit of the Secured Parties) purported to be created by the Pledge Agreement and the Security Agreement, subject to the Permitted Perfection Limitations and except for the periodic filing of continuation statements with respect to such UCC-1 financing statements.

(b)           The Existing PA Mortgages create first priority perfected Liens on the real property owned by the Borrower and its Subsidiaries purported to be encumbered thereby, subject to no prior Liens other than Permitted Liens, and no further action, including, without limitation, the filing or recording of any document, is necessary to maintain such first priority perfected Liens.

(c)           The other Mortgages, when duly filed in the offices referred to thereon, will create first priority perfected Liens on the real property owned or on the leasehold interest in the real property leased by the Borrower and its Subsidiaries purported to be encumbered thereby, subject to no prior Liens other than Permitted Liens, and no further action, including, without limitation, the filing or recording of any document, is necessary to maintain such first priority perfected Liens.

(d)           Schedule 4.6 hereto shows, as of the Closing Date, (i) each location where the Borrower or any of its Subsidiaries has any inventory or other assets (excluding mobile equipment in transit and assets under repair at a third-party location) with a fair market value, individually or in the aggregate, in excess of $1,000,000 at such location, other than locations of contracted construction jobs in progress, (ii) in the case of leased locations described in clause (i) above, the names and addresses of the landlords and, in the case of other non-owned locations described in clause (i) above, the names and addresses of the bailees, if any, and (iii) respecting all non-owned property described in clause (i) above, whether a landlord waiver or bailee acknowledgement, as applicable, has been obtained.

4.7           Litigation; Compliance with Laws.

(a)           There are no claims, actions, suits, protests, reconsiderations or proceedings (collectively, “litigation”) pending, or to the knowledge of the Borrower or any of its Subsidiaries, threatened, against or affecting the Borrower or any of its Subsidiaries or their respective equity holders before any court or Governmental Authority or arbitral tribunal that are not fully covered by Insurance (except such litigation which individually or in the aggregate could not reasonably be expected to result in net liability in excess of $5,000,000 at any one time), and, to the knowledge of the Borrower and its Subsidiaries, there is no basis for any of the foregoing.  Schedule 4.7 lists all litigation as of the Closing Date in which the amount in controversy exceeds $1,000,000 or which could result in a Material Adverse Change.

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(b)           The Borrower and each of its Subsidiaries are in compliance in all material respects with all Laws.

(c)           Neither the Borrower nor any of its Subsidiaries nor, to the Borrower’s knowledge, any of their Affiliates, or any Person acting on their behalf in connection with this Agreement is a Prohibited Person.

(d)           Neither the Borrower nor any of its Subsidiaries nor, to the Borrower’s knowledge, any of their Affiliates or any Person acting on their behalf in connection with this Agreement has engaged directly or indirectly in any transaction that evades or avoids, or has the purpose of evading or avoiding, or violates the requirements or prohibitions set forth in the Executive Order or the PATRIOT Act.

4.8           Condition of Property.

The properties, equipment and systems of the Borrower and its Subsidiaries are in working order and operating condition, subject to reasonable wear and tear and breakdowns and breakages, and are and will be in compliance in all material respects with all applicable Law and standards or rules imposed by any Governmental Authority.

4.9           Licenses; Intellectual Property.

The Borrower and each of its Subsidiaries owns or is the licensee of all material Intellectual Property and all material licenses, permits and authorizations, governmental or otherwise, and all other rights, priorities or privileges (collectively, “IP and Licenses”) necessary for the conduct of their respective businesses as presently conducted or as presently proposed to be conducted.  All material Intellectual Property of the Borrower and its Subsidiaries is owned and/or used, as applicable, without any known material conflict with the rights of any other Person.  Each material Governmental License necessary for the business of the Borrower or any Subsidiary is in full force and effect and is not subject to any challenge or revocation proceeding by the issuing Governmental Authority and, to the Borrower’s knowledge, there is no basis for any Governmental Authority to revoke the same.  The Borrower and its Subsidiaries are operating their business in compliance in all material respects with the applicable requirements of Governmental Authorities having jurisdiction over them.  No settlement agreements, consents, licenses, judgments, orders, forbearance to sue or similar obligations limit or restrict in any material respect the Borrower’s or any of its Subsidiaries’ rights in and to such IP and Licenses, taken as a whole.  No written claim or proceeding, or to the knowledge of the Borrower, threat of claim or proceeding, has been asserted by any Person against the Borrower or any of its Subsidiaries relating to the use, right to use or ownership of any Intellectual Property or Governmental Licenses, or challenging or questioning the validity or effectiveness of any Intellectual Property or Governmental Licenses except in the case of Intellectual Property, except where such claim or proceeding could not reasonably be expected to materially adversely affect the Intellectual Property of the Borrower and its Subsidiaries, taken as a whole and except, in the case of Governmental Licenses, where such claim or proceeding could not reasonably be expected to adversely impact the value of any Material Real Property or materially impair the ongoing business operations of the Borrower or any Subsidiary.  Schedule 4.9 attached hereto correctly lists, as of the Closing Date, all material IP and Licenses of the Borrower and its Subsidiaries,

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including, without limitation, all material Governmental Licenses and similar rights, of the Borrower and its Subsidiaries to own and operate quarries other than any such Governmental Licenses that relate solely to the ownership and operation of any real property that is not Material Real Property.  All material copyrights of the Borrower and its Subsidiaries are registered with the United States Copyright Office.  All IP and Licenses listed on Schedule 4.9 are, as of the Closing Date, subsisting and in full force and effect.

4.10         Title to Properties; Liens.

The Borrower and each of its Subsidiaries has good title to its properties and assets, including the properties and assets reflected in the financial statements referred to in Subsection 4.12.1 (Financial Statements) (except as permitted by Subsection 7.7.2 (Sales and Other Dispositions)), and none of such properties or assets is subject to any Liens except Permitted Liens.  The Borrower and each of its Subsidiaries enjoys peaceful and undisturbed possession under all leases necessary in any material respect for the operation of such properties and assets, and all such leases are valid and subsisting and in full force and effect.  Borrower and each of its Subsidiaries has obtained all material easements, material equipment rental, material Operating Leases or other material agreements necessary for the operation of its business as now conducted or presently proposed to be conducted and each of those agreements is in full force and effect and subject to no material defaults.

4.11         Management Agreements.  Except as disclosed on Schedule 4.11 hereto, neither the Borrower nor any of its Subsidiaries is a party to any management, employment, consulting or other similar agreement or arrangement (whether oral or written) respecting the management of their respective businesses except for usual and customary employment agreements and consulting agreements entered into in the ordinary course of business.

4.12         Financial Statements and Projections.

4.12.1  Financial Statements.  Each of the financial statements delivered pursuant to Subsections 3.1.14 (Financial Statements; Projections), 5.1.1 (Delivery of Monthly Financial Statements), 5.1.2 (Delivery of Quarterly Financial Statements), and 5.1.3 (Delivery of Annual Financial Statements) have been prepared in accordance with GAAP applied on a consistent basis throughout the period specified and present fairly in all material respects the financial position of the Borrower and its Subsidiaries as of the date specified and the results of operations and statements of cash flow for the period specified subject, in the case of quarterly financial statements delivered pursuant to Subsection 5.1.2 (or 3.1.14) and monthly financial statements delivered pursuant to Subsection 5.1.1, to usual year-end adjustments and the absence of footnotes.

4.12.2  Undisclosed Liabilities.  Neither the Borrower nor any of its Subsidiaries has any material liabilities, contingent or otherwise, other than as disclosed in the financial statements referred to in Subsection 4.12.1 (Financial Statements) and there are not now and not anticipated any material unrealized losses of the Borrower or any of its Subsidiaries.

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4.12.3  Absence of Material Adverse Change.  Since the date of the financial statements delivered pursuant to Subsection 3.1.14(a) (Financial Statements; Projections), there has been no event, circumstance, condition or development that has resulted in, or could reasonably be expected to result in, a Material Adverse Change.

4.12.4  Projections.  The operating projections submitted on behalf of the Borrower to the Lenders pursuant to Subsection 3.1.14(a) (Financial Statements; Projections) and Subsection 5.1.6 (Annual Budget) present to the best of the Borrower’s knowledge and belief as at the dates such projections were delivered and based on the assumptions set forth in such projections, the expected results of operations and sources and uses of cash of the Borrower and its Subsidiaries for the periods covered by such projections.

4.13         Tax Returns and Payments; Other Fees.

(a)           All material Returns required by Law to be filed (including extensions) by or in respect of the Borrower and its Subsidiaries and their assets have been filed.  All Taxes levied upon the Borrower and its Subsidiaries and any of their respective properties, assets, income or franchises that are required to be paid have been paid, other than those presently payable without penalty or interest and other than any charge or claim being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and for which any reserve or other appropriate provision, if any, as shall be required by GAAP has been made therefore and, if the filing of a bond or other indemnity is necessary to avoid the creation of a Lien against any of the assets of the Borrower or any of its Subsidiaries, such bond has been filed or indemnity posted.

(b)           The Borrower and each of its Subsidiaries has paid all franchise, license and other fees and charges that have become due pursuant to any material franchise or permit in respect of its business and has made appropriate provision as is required by GAAP for any such fees and charges which have accrued.

4.14         Fiscal Year.

The fiscal year of the Borrower and each of its Subsidiaries ends February 28 (or 29, as applicable); provided, however, that prior to March 1, 2008 (at which time the fiscal year end of Stabler and its Subsidiaries will be changed to February 28 or 29, as applicable), the fiscal year of Stabler and its Subsidiaries shall be set to end on April 30.

4.15         Federal Reserve Regulations.

Neither the Borrower nor any of its Subsidiaries is engaged principally or as one of its important activities in the business of extending credit for the purpose of purchasing or carrying any “margin security” or “margin stock” as defined in Regulations T, U and X of the Board of Governors of the Federal Reserve System.  None of the proceeds of any of the Loans shall be used to purchase or carry, or to reduce or retire or refinance any credit incurred to purchase or carry, any “margin security” or “margin stock,” or to extend credit to others for the purpose of purchasing or carrying any “margin security” or “margin stock.”  Neither the Borrower nor any of its Subsidiaries, nor any bank acting on any of its behalf, has taken or will

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take any action which might cause this Agreement or the Notes to violate Regulation T, U or X or any other regulation of the Board of Governors of the Federal Reserve System, as now or hereafter in effect.

4.16         Investment Company Act.

Neither the Borrower nor any of its Subsidiaries is an “investment company,” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended.

4.17         [Intentionally omitted.]

4.18         Compliance with ERISA.

4.18.1  Plans.  As of the Closing Date, none of the Borrower, any of its Subsidiaries nor any ERISA Affiliate maintains or contributes to any Plan which is an “Employee Pension Benefit Plan” as defined in Section 3(2) of ERISA or other similar employee benefit plan, except as disclosed on Schedule 4.18 attached hereto.  The Borrower has furnished to the Agent a copy of the most recent actuarial report for each Plan that is a defined benefit plan as defined in Section 3(35) of ERISA, that is subject to the minimum funding standards of Part 3 of Subtitle B of Title I of ERISA and a copy of the most recent audited financial statement for each Plan that is a funded employee welfare benefit plan, and each such report or statement is accurate in all material respects.  Except as disclosed on Schedule 4.18 attached hereto, none of the Borrower, any of its Subsidiaries nor any ERISA Affiliate contributes, or has ever been obligated to contribute, to a Multiemployer Plan.

4.18.2  Favorable Determination Letters.  Each Plan as most recently amended, which is intended to be qualified within the meaning of Section 401 of the Code, is, and since its establishment has been, the subject of a favorable determination by the Internal Revenue Service with respect to its qualification under Section 401(a) of the Code, or if an amendment is not subject to a favorable determination letter, then it has been or will be submitted for a favorable determination letter within the applicable remedial amendment period.

4.18.3  Compliance.  The Borrower, its Subsidiaries and their respective ERISA Affiliates have operated each Plan in all material respects in compliance with the requirements of the Code and ERISA and the terms of each Plan.

4.18.4  Absence of Certain Conditions.  Except as specifically disclosed on Schedule 4.18:  (a) no Plan has engaged in any transaction in connection with which the Borrower, its Subsidiaries or their respective ERISA Affiliates could be subject to either a material civil penalty assessed pursuant to Section 502(i) of ERISA or a material tax penalty imposed pursuant to Section 4975 of the Code; (b) there is no Accumulated Funding Deficiency with respect to any Employee Pension Plan (for plan years beginning before 2008), whether or not waived, there is no failure to meet the Minimum Funding Standard for any Employee Pension Plan (for plan years beginning after 2007), or an unfulfilled obligation to contribute to any Multiemployer Plan or withdrawal from any Multiemployer Plan; (c) no Plan has been terminated under conditions which resulted or could result in any liability to the PBGC; (d) no

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liability to the PBGC has been or is expected by the Borrower to be incurred with respect to any Plan maintained by the Borrower or any of its Subsidiaries or ERISA Affiliates except for required premium payments to the PBGC; (e) there has been (i) no Reportable Event with respect to any Employee Pension Plan (except to the extent that the PBGC has waived such reporting requirement with respect to any such event), and (ii) no event or condition which presents a material risk of termination of any Plan by the PBGC, in either case involving conditions which could result in any liability to the PBGC; (f) none of the Borrower, its Subsidiaries nor any ERISA Affiliate has incurred or anticipates incurring Withdrawal Liability with respect to any Multiemployer Plan; (g) no Multiemployer Plan is in Reorganization; (h) the Borrower and its Subsidiaries have complied in all material respects with the health continuation coverage requirements of COBRA and the requirements of the Health Insurance Portability and Accountability Act of 1996; (i) there is no material unfunded benefit liability in respect of any Plan; (j) there is not now, and has not been, any violation of the Code or ERISA with respect to the filing of applicable reports, documents, and notices regarding any Plan with the Secretary of Labor, the Secretary of the Treasury, the PBGC or any other governmental entity or the furnishing of such documents to the participants or beneficiaries of such Plan; (k) there is no Plan providing for retiree health and/or life insurance or death benefits or any welfare plan having unfunded liabilities; (l) neither the Borrower, any of its Subsidiaries nor any ERISA Affiliate is subject to the Early Warning Program of the PBGC (as described in PBGC Technical Update 00-3); (m) neither the Borrower, any of its Subsidiaries nor any ERISA Affiliate has been contacted by the PBGC in connection with the PBGC’s Early Warning Program and (n) none of Borrower, its Subsidiaries or their respective ERISA Affiliates are subject to a tax under section 4971 of the Code.

4.18.5  Absence of Certain Liabilities.  No liability (whether or not such liability is being litigated) has been asserted against the Borrower, any of its Subsidiaries or any ERISA Affiliate in connection with any Employee Pension Plan or any Multiemployer Plan by the PBGC other than for required premium payments to the PBGC, by a trustee appointed pursuant to Section 4042(b) or (c) of ERISA, or by a sponsor or an agent of a sponsor of a Multiemployer Plan, and no lien has been attached and no Person has threatened to attach a lien on any of the Borrower’s, any of its Subsidiaries’ or any ERISA Affiliate’s property as a result of failure to comply with ERISA or as a result of the termination of any Plan.

4.19         Accuracy and Completeness of Disclosure.

Neither this Agreement nor any other document, certificate or instrument delivered to the Agent or the Lenders by or on behalf of the Borrower or any of its Subsidiaries in connection with this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained in this Agreement and in such other documents, certificates or instruments not misleading in light of the circumstances under which such statements were made.

4.20         Adequacy of Capital; Solvency.

The proceeds of the Loans, together with the proceeds of Indebtedness permitted under Section 7.1 (Indebtedness), and the cash flow from operations of the Borrower and its Subsidiaries will be sufficient to enable the Borrower and its Subsidiaries to operate their respective

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businesses as presently conducted or as presently proposed to be conducted.  The Borrower and each of its Subsidiaries is Solvent and will be Solvent after giving effect to the transactions contemplated by this Agreement.

4.21         Absence of Restrictive Provisions.

Other than the restrictions contained in this Agreement and the Second Lien Credit Agreement, neither the Borrower nor any of its Subsidiaries is subject or party to any agreement, lien or encumbrance, Organizational Document, regulatory or other provision (except for applicable statutory corporate law) restricting, directly or indirectly, except as permitted pursuant to Subsection 7.2.2 (Negative Pledge), the ability of the Borrower or any of its Subsidiaries to create, incur, assume or permit to exist any Lien or with respect to any property or asset of the Borrower or any of its Subsidiaries.

4.22         Environmental Compliance.

Except as disclosed on Schedule 4.22 hereto (which schedule (i) discloses matters which neither individually nor in the aggregate could reasonably be expected to result in an Environmental Material Adverse Change and (ii) presents all matters known to the Borrower on the Closing Date respecting Material Real Property as if none of the representations below in this Section 4.22 is qualified by an Environmental Material Adverse Change limitation):

(a)           None of the real property currently or previously owned or occupied by the Borrower or any of its Subsidiaries or their assets has ever been used by previous owners or operators, or has ever been used by the Borrower or any of its Subsidiaries, to treat, produce, store, handle, transfer, process, transport, dispose or otherwise Release any Hazardous Substances in violation of any Environmental Law, except where such violations, singly or in the aggregate, could not reasonably be expected to result in an Environmental Material Adverse Change, or so as to create a risk of harm to public or occupant health or safety, or to the environment, that could reasonably be expected to result in an Environmental Material Adverse Change.

(b)           There is no condition that exists on the real property owned or occupied by the Borrower or any of its Subsidiaries that requires Remedial Action or such as may create a risk of harm to public or occupant health or safety, or to the environment, that could reasonably be expected to result in an Environmental Material Adverse Change.

(c)           Neither the Borrower nor any of its Subsidiaries has been notified of, or has actual knowledge with regard to, a Release on, about or into any real property now or previously owned or occupied by the Borrower or any of its Subsidiaries or their assets except where such Release could not reasonably be expected to result in an Environmental Material Adverse Change.

(d)           Neither the Borrower nor any of its Subsidiaries has received a summons, citation, notice of violation, administrative order, directive, letter or other communication, written or oral, from any Governmental Authority concerning any intentional or unintentional action or omission related to the generation, storage, transportation, handling,

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transfer, disposal or treatment of Hazardous Substances in violation of any Environmental Law or so creating or alleging a threatened or actual risk of harm to public or occupant health or safety, or to the environment except where the foregoing could not reasonably be expected to result in an Environmental Material Adverse Change.

(e)           There are no “friable” (as that term is defined in regulations under the Federal Clean Air Act) asbestos or asbestos-containing materials which have not been encapsulated in accordance with Environmental Law, including accepted guidelines promulgated by the United States Environmental Protection Agency, existing in any real property owned or occupied by the Borrower or any of its Subsidiaries and all of the real property owned or occupied by the Borrower or any of its Subsidiaries have been evaluated for, and are in compliance with Environmental Law, including the OSHA asbestos requirements, except where the foregoing could not reasonably be expected to result in an Environmental Material Adverse Change.

(f)            No equipment containing polychlorinated biphenyls, including electrical transformers, is located on any real property owned or occupied by the Borrower or any of its Subsidiaries in levels that exceed those permitted by any and all Governmental Authorities with jurisdiction over such premises and which are not properly labeled in accordance with Environmental Law except where the foregoing could not reasonably be expected to result in an Environmental Material Adverse Change.

(g)           Each of the tanks on any real property owned or occupied by the Borrower or any of its Subsidiaries has been registered, tested and equipped with properly functioning leak detection systems, to the extent required by, and in accordance with, any applicable Environmental Laws, and there is no evidence of leakage from any such tanks except where the foregoing could not reasonably be expected to result in an Environmental Material Adverse Change.  All such tanks, including any tanks that formerly were located on any real property owned or occupied by the Borrower or any of its Subsidiaries, that have been removed or abandoned have been closed in accordance with applicable standards under Environmental Laws and no such tank creates a risk of harm to public or occupant health or safety, or to the environment except where the foregoing could not reasonably be expected to result in an Environmental Material Adverse Change.

(h)           Neither the Borrower nor any of its Subsidiaries has any obligations, liability or agreement of any kind with respect to contributions, whether monetary or material, to the cleanup, remediation, consolidation, capping or management of the Pfohl Brothers Landfill site located at the intersection of Aero Drive and Transit Road in Cheektowaga, New York that is not fully covered by the Sunrock Indemnification Agreement.

(i)            The Indemnification Agreement dated March 5, 2002 (the “Sunrock Indemnification Agreement”) between Buffalo Crushed Stone, Inc. (“BCS”) and Sunrock Group Holdings Corporation (“Sunrock”) previously delivered to Agent is a true, correct and complete copy thereof, there having been no amendments or modifications thereto since the execution thereof.  The Sunrock Indemnification Agreement was duly authorized by all necessary action by BCS and to the Borrower’s knowledge, by Sunrock, and constitutes the valid and binding obligation of BCS and Sunrock, enforceable in accordance with its terms.

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4.23         Labor Matters.

                                Each of the Borrower and its Subsidiaries has a stable work force in place and is not, as of the Closing Date, party to any collective bargaining agreement nor has any labor union been recognized as the representative of its employees except as set forth on Schedule 4.23.  There are no strikes or other labor disputes pending or, to the Borrower’s knowledge, threatened against the Borrower or any of its Subsidiaries that materially impair the operations of the Borrower or applicable Subsidiary.  The hours worked by and payments made to the employees of the Borrower and its Subsidiaries have not been in violation in any material respect of the Fair Labor Standards Act or any other applicable Law dealing with such matters.  The working conditions of employees of the Borrower and its Subsidiaries are in compliance in all material respects with OSHA and any other applicable Law dealing with such matters.  All material payments due from the Borrower and its Subsidiaries, or for which any claim may be made against any of them, on account of wages and employee and retiree health and welfare insurance and other benefits have been paid or accrued as a liability on their books in accordance with GAAP, as the case may be.  The consummation of the transactions contemplated by the Loan Documents will not give rise to a right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which the Borrower or any of its Subsidiaries is a party or by which the Borrower or any of its Subsidiaries is bound.

4.24         Brokers.

                                No finder or broker acting on behalf of the Borrower or any of its Subsidiaries has brought about the obtaining, making or closing of the Loans, and neither the Borrower nor any of its Subsidiaries has or will have any obligation to any Person in respect of any finder’s or brokerage fees in connection therewith.

4.25         Existing Indebtedness.

                                Schedule 4.25 lists all Indebtedness of the Borrower and its Subsidiaries as of the Closing Date (other than the Loans, the Letters of Credit and the Stabler Letters of Credit), and provides the following information with respect to each item of such Indebtedness:  the obligor, each guarantor and each other Person similarly liable in respect thereof, the holder thereof, the aggregate amount of all commitments thereunder (and the allocation of such commitments, if any, as among revolving credit Indebtedness, term notes or similar Indebtedness and other credits such as letter of credit or banker’s acceptance facilities), the approximate outstanding amount thereunder (and under each individual facility thereunder), and a description of the collateral securing such Indebtedness, if any.  Except as disclosed in Schedule 4.25, as of the Closing Date, neither the Borrower nor any of its Subsidiaries will be in default and no waiver of any such default will be in effect, in the payment of any principal or interest on any such Indebtedness and no event or condition will exist as of the Closing Date with respect to any such Indebtedness that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its regularly scheduled dates of payment.

4.26         Foreign Assets Control Regulations, Etc.  Neither the making of the Loans hereunder or the use of proceeds thereof will violate the Trading with the Enemy Act, as

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amended, or any of the foreign assets control regulations of the United States Treasury Department or any enabling legislation or executive order relating thereto.  No Group Member is a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order (“Designated Person”).  No Loan Party engages in any dealings or transactions with any such Designated Person.  Each Loan Party is in compliance, in all material respects, with the USA Patriot Act (Title III of Pub.L. 107-56 (signed into law October 26, 2001)).

4.27         Borrowing Base Certificate.

                                The information contained in the most recently delivered Borrowing Base Certificate is complete and correct and the amounts shown therein as “Eligible Accounts Receivables” and “Eligible Inventory” have been determined as provided in the Loan Documents.

4.28         Material Contracts.

                                Neither the Borrower nor any of its Subsidiaries (nor, to the knowledge of the Borrower, any other party thereto) is in breach of or in default under any Material Contract in any material respect.  The Borrower and its Subsidiaries have such good and enforceable agreements with third parties as are necessary to conduct their business as presently conducted or as contemplated to be conducted.

4.29         Stabler Purchase and Sale Agreement.   The Stabler Purchase and Sale Agreement is in full force and effect.  There are no material defaults under such agreement.  Schedule 4.29 sets forth a description of the obligations of Borrower or its Subsidiaries with respect to any payment triggered by (a) the closing of the Stabler Acquisition pursuant to any change of control arrangements (other than change of control payments required upon the termination of certain employment arrangements, which contingent payments are not expected to become absolute) or (b) the termination of any performance share plan in connection with the closing of the Stabler Acquisition.  All such payments shall be fully accounted for pursuant to the working capital adjustment set forth in the Stabler Purchase and Sale Agreement.  The Borrower does not currently anticipate that any material amounts of change of control payments shall be required other than those set forth on Schedule 4.29.

4.30         Absence of Defaults.

                                No event has occurred or is continuing which constitutes a Default or an Event of Default.

ARTICLE 5

REPORTING REQUIREMENTS AND NOTICES

The Borrower covenants that from the date of this Agreement, and for so long as any of the Obligations remain unpaid, any Letters of Credit remain outstanding, the Lenders have an unexpired commitment to lend hereunder or the Issuing Bank has an unexpired commitment to

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issue Letters of Credit hereunder, it shall comply with each of the reporting and notice requirements set forth in this Article 5.

5.1           Financial Data and Reporting Requirements; Notice of Certain Events.

5.1.1  Delivery of Monthly Financial Report.  As soon as practicable and in any event within forty-five (45) days after the close of each Accounting Month, the Borrower shall deliver to the Agent management-prepared profit and loss statements of the Borrower and its Subsidiaries on a Consolidated basis and broken down by location and Product Group for such Accounting Month in substantially the form of Exhibit N attached hereto.

5.1.2  Delivery of Quarterly Financial Statements.  As soon as practicable and in any event within forty-five (45) days after the close of each of the first three quarters of each fiscal year of the Borrower, the Borrower shall deliver to the Agent a management-prepared balance sheet, statement of income and changes in retained earnings, and statement of cash flows of the Borrower and its Subsidiaries on a Consolidated and Consolidating basis and broken down by location and Product Group as at the end of and for (a) the period commencing at the end of the previous fiscal year and ending with the end of such quarter and (b) the period commencing at the end of the previous fiscal quarter and ending with the end of such currently reported quarter, setting forth in comparative form the corresponding figures for the appropriate periods of the preceding fiscal year, certified by the Chief Executive Officer or Chief Financial Officer of the Borrower as (i) having been prepared in accordance with GAAP (with any changes in accounting policies discussed in reasonable detail) and (ii) presenting fairly the financial position and results of operations of the Borrower and its Subsidiaries as at the date and for the period specified (subject to normal recurring year-end audit adjustments), it being understood that footnotes may be omitted.  Together with the financial statements delivered pursuant to this Subsection 5.1.2, the Borrower shall deliver a side-by-side comparison of quarterly results with quarterly budgets, including a narrative by the Chief Executive Officer or Chief Financial Officer of the Borrower explaining variances to budget and variances to the prior year period.

5.1.3  Delivery of Annual Financial Statements.  As soon as practicable and in any event within ninety (90) days after the close of each fiscal year of the Borrower, the Borrower shall deliver to the Lenders, an audited Consolidated and Consolidating balance sheet, statement of income and changes in retained earnings, and statement of cash flows of the Borrower and its Subsidiaries, as well as management-prepared financial statements broken down by location and Product Group, as at the end of and for the fiscal year just closed in reasonable detail and certified, in the case of the Consolidated statements, (without any qualification, modification or exception) by KPMG LLP or other nationally-recognized independent certified public accountants selected by the Borrower and satisfactory to the Agent and by the Chief Executive Officer or Chief Financial Officer in the case of the other financial statements.  However, for the fiscal year ending February 29, 2008,  in lieu of the audited financial statements referred to in the preceding sentence, within ninety (90) days after the close of such fiscal year, the Borrower shall deliver to the Lenders, (a)  an audited Consolidated and Consolidating balance sheet, statement of income and changes in retained earnings, and statement of cash flows of the Borrower and its Subsidiaries (excluding Stabler and its Subsidiaries) and (b)  an audited Consolidated and Consolidating balance sheet, statement of

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income and changes in retained earnings, and statement of cash flows of Stabler and its Subsidiaries for the stub year ending February 29, 2008.

5.1.4  Delivery of Officer’s Compliance Certificates.  As soon as practicable after the close of each quarter of each fiscal year of the Borrower and in any event no later than the date on which financial statements are required to be delivered for each such quarter or year, as provided in Subsections 5.1.2 (Delivery of Quarterly Financial Statements) or 5.1.3 (Delivery of Annual Financial Statements), the Borrower shall deliver to the Agent an Officer’s Compliance Certificate certified by the Chief Executive Officer or Chief Financial Officer of the Borrower (a) demonstrating compliance with the financial covenants set forth in Article 6 (Financial Covenants) and, in the event the Borrower is required to exclude Rock Solid Insurance from the calculations of such financial covenants pursuant to Section 6.6 (Additional Provisions Respecting Calculation of Financial Covenants), a reconciliation showing the calculation of such financial covenants based on the Consolidated financial statements of the Borrower (including Rock Solid Insurance), (b) certifying that, as at the date of such certificate, there existed no Event of Default and no Default, or, if any such Event of Default or Default existed, specifying the nature thereof, the period of existence thereof and what action the Borrower proposes to take or has taken with respect thereto and (c) certifying as to certain other compliance matters.

5.1.5  SEC Filings, Etc.  Promptly upon receipt or transmission thereof, as applicable, the Borrower shall deliver to the Agent:

(a)           at any time when the Borrower or any of its Subsidiaries is subject to the reporting requirements of the Securities Exchange Act of 1934, all letters of comment or material correspondence sent to the Borrower or any of its Subsidiaries by any securities exchange or the Securities and Exchange Commission or any Governmental Authority succeeding to any of its functions in relation to the affairs of the Borrower or any of its Subsidiaries,

(b)           all regular and periodic reports and all registration statements and prospectuses, if any, filed by the Borrower or any of its Subsidiaries with any securities exchange or with the Securities and Exchange Commission or any Governmental Authority succeeding to any of its functions, and

(c)           to the extent not already delivered pursuant to the terms of this Agreement, all financial statements, reports, notices and proxy statements sent or made available generally by the Borrower or any of its Subsidiaries to other lenders to such Persons (if any) and their other respective bondholders or security holders (or any trustee or other representative of any of the foregoing) and any non-routine notices or other non-routine correspondence from such lenders, bondholders or security holders (or trustee or other representative of such Persons).

5.1.6  Annual Budget.  As soon as available, and in any event no later than May 31st of each fiscal year, the Borrower shall deliver to the Agent management-prepared operating projections and budgets for the Borrower and its Subsidiaries for such fiscal year, with quarterly projections specifically set forth therein, including an income statement, a balance sheet (which shall include a separate line item for the revolver balance (i.e., the aggregate outstanding amount of RC Loans and Swing Loans), the term loan balance, the Pre-Qualification Line balance, the

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capital lease balance and the subordinated debt balance) and a cash flow statement, in form and substance satisfactory to the Agent, and, as soon as available, significant revisions, if any, of such projections and budgets, in each case (a) in reasonable detail and otherwise in form and substance satisfactory to the Lenders and (b) accompanied by a certificate of the Borrower, executed on its behalf by its Chief Executive Officer or Chief Financial Officer, stating that (i) such projections and budgets (x) have been prepared on the basis of the assumptions stated therein and (y) represent the Borrower’s best and most recent estimate of the future financial performance of the Borrower and its Subsidiaries and (ii) such assumptions are believed by the Borrower to be reasonable and fair in light of current business conditions and current facts known to the Borrower.

5.1.7  Borrowing Base Certificate.  As soon as practicable after the end of each Accounting Month and in any event within forty-five (45) days of the last day of each Accounting Month (or more frequently if reasonably requested by the Agent), Borrower shall deliver to the Agent a duly executed Borrowing Base Certificate as of the last day of such Accounting Month.

5.1.8  Field Examinations.  Upon the occurrence and during the continuance of an Event of Default, the Agent may, during normal business hours upon reasonable advance notice, conduct such field examinations as it may deem necessary or advisable, in its discretion, to evaluate the Inventory, Accounts Receivable and other assets of the Borrower and its Subsidiaries, which field examinations shall be at the Borrower’s sole cost and expense.

5.1.9  Aging Reports.  Upon the reasonable request of the Agent, for any Accounting Month, the Borrower shall deliver to the Agent (a) an aging report of accounts payable of the Borrower and its Subsidiaries as of the end of such Accounting Month, and (b) an aging report of the Accounts Receivable of the Borrower and its Subsidiaries showing the names of their Account Debtors, the amount owed by them respectively, and the invoice dates for each such Account Receivable as of the end of such Accounting Month, all of which shall be in form reasonably satisfactory to the Agent.

5.1.10 Quality of Earnings Report.  On or before February 15, 2008, the Borrower shall deliver a quality of earnings report from KPMG LLP or other nationally recognized independent public accountants selected by the Borrower and acceptable to the Agent, with respect to Stabler and its Subsidiaries for the period beginning May 1, 2007 and ending December 31, 2007, all in form and substance satisfactory to the Agent.

5.1.11 Monthly Contracts in Progress Report.  As soon as practicable after the end of each Accounting Month and in any event within forty-five (45) days of the last day of each Accounting Month, the Borrower shall deliver to the Agent a report in form and substance reasonably satisfactory to the Agent listing in reasonable detail all jobs in progress from the inception thereof, completed contracts during the twelve (12) Accounting Month period ended prior to such Accounting Month, revenue earned thereon, and backlog to completion.

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5.2           Notice of Defaults.

                                As soon as practicable but, in any event, within two Business Days after any officer of the Borrower or any of its Subsidiaries obtains knowledge (a) of any Default or Event of Default, (b) that any Lender has given notice to the Borrower or any of its Subsidiaries or taken any other action with respect to a claimed Default or Event of Default under this Agreement, (c) that any Person has given any notice of or taken any other action with respect to a claimed default or event or condition of the type referred to in Subsection 8.1.3 (Cross Default to Indebtedness), or (d) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Borrower or any of its Subsidiaries is a party or by which the Borrower or any of its Subsidiaries or any of their respective properties may be bound, the Borrower shall give written notice thereof to the Lenders, specifying the nature and period of existence of any such Default or Event of Default, or specifying the notice given or action taken by such Lender or Person and the nature of such claimed Default, Event of Default, event or condition, and what action the Borrower has taken, is taking or proposes to take with respect thereto, provided, with respect to events described in clause (d) above pertaining to Material Contracts other than Bonding Arrangements, such notice must only be given if the default is a monetary default in excess of $1,000,000 or is a non-monetary default that could reasonably be expected to result in a Material Adverse Change.

5.3           Notice of Disputes and Other Matters.

                The Borrower shall give written notice to the Agent and, in the case of any notice under Subsection 5.3.4, the Lenders of the following matters promptly upon (and in any event within two Business Days of) any officer of the Borrower or any of its Subsidiaries obtaining knowledge thereof:

5.3.1  Certain Litigation.  Any actions, proceedings or claims commenced or asserted against the Borrower or any of its Subsidiaries in which the amount involved is $1,000,000 or more, or which, if not solely a claim for monetary damages, could reasonably be expected to, if adversely determined, result in a Material Adverse Change;

5.3.2  Conditions Affecting Collateral.  Any of the following conditions: (i) the creation or acquisition of any new Subsidiaries; (ii) the acquisition or lease of any additional Material Real Property; (iii) the movement of any Collateral (excluding mobile equipment in transit and assets under repair at a third-party location) to a location not identified in Schedule 2 to the Security Agreement (other than Collateral having a fair market value of less than $2,000,000 in the aggregate or moved to a location of a contracted construction job in progress); (iv) the acquisition of property by the Borrower or any of its Subsidiaries not subject to a valid and perfected first priority Lien pursuant to the Loan Documents (subject to Permitted Liens and Permitted Perfection Limitations and other than property having a fair market value of less than $5,000,000); (v) any change of name, type of business entity or jurisdiction of registration or any change of address of the chief executive office of the Borrower or any of its Subsidiaries; or (vi) any other circumstance that could affect the attachment, perfection or enforcement of the Agent’s security interest in any other material portion of the Collateral;

5.3.3  Information Respecting Second Lien Credit Agreement.  Any amendments, modifications, supplements or restatements of the Second Lien Credit Agreement

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or any document entered into in connection therewith or any document concerning proposed amendments, modifications, supplements or restatements of the Second Lien Credit Agreement and any written notices to or notices from the Second Lien Administrative Agent other than notices in the ordinary course of business;

5.3.4  Material Adverse Change.  Any Material Adverse Change or the existence of any facts or circumstances or the occurrence or failure to occur of any event which could reasonably be expected to result in a Material Adverse Change;

5.3.5  Representations and Warranties.  Any changes in facts or circumstances on which the representations and warranties set forth in this Agreement are made that makes such representations and warranties false or misleading in any material respect;

5.3.6  Intellectual Property.  Any of the following conditions:  (i) the acquisition (by way of license or otherwise) of any material Intellectual Property; (ii) any changes in and to the ownership of, or rights to use, any material Intellectual Property owned or licensed by the Borrower or any of its Subsidiaries; (iii) any change in the status of any material trademark, service mark, trade dress, domain names, or copyright application or registration, or any patent application or letters patent; (iv) the receipt of any knowledge regarding any infringement or misappropriation of any material Intellectual Property owned or licensed by the Borrower or any of its Subsidiaries by any Person; or (v) any other material adverse change affecting or relating in any way to any Intellectual Property owned or licensed by the Borrower or any of its Subsidiaries.

5.3.7  Governmental Licenses.  The revocation, termination or cancellation of any material Governmental License or the institution by any Governmental Authority of any proceeding to effect such a revocation, termination or cancellation; and

5.3.8  Leases.  The termination or threatened termination of, or material amendment, modification or supplement to, or any material dispute arising out of, any lease subject to a Leasehold Mortgage.

5.3.9  Bonding Arrangement Claims.  Any claims, individually or in the aggregate at any one time, in excess of $5,000,000 made under any Bonding Arrangement.

5.4           ERISA Notices.

                The Borrower shall deliver to the Agent:

(a)           promptly after the filing or receiving thereof, copies of all reports (including annual reports and audited financial statements) and notices filed with respect to Employee Pension Plans and copies of all notices which the Borrower, any of its Subsidiaries or any ERISA Affiliate files with or receives from PBGC or the United States Department of Labor under ERISA, and

(b)           as soon as possible and in any event within ten (10) Business Days after Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that (i) any Reportable Event for which notice thereof has not been waived has occurred or will occur

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with respect to any Plan, (ii) any Prohibited Transaction has occurred or will occur with respect to any Plan, (iii) the PBGC or the Borrower, any of its Subsidiaries or any ERISA Affiliate has instituted or will institute proceedings under Title IV of ERISA to terminate any Plan, (iv) any Withdrawal Liability from a Multiemployer Plan has been or will be incurred by Borrower, any of its Subsidiaries or any ERISA Affiliate, (v) any Multiemployer Plan to which the Borrower, any of its Subsidiaries or any ERISA Affiliate is required to contribute is or will be in Reorganization, (vi) any event, transaction or condition has occurred or will occur that could reasonably be expected to result in the imposition of a lien under Part 3 of Subtitle B of Title I of ERISA or Title IV of ERISA, (vii) any event, transaction or condition has occurred or will occur that could reasonably be expected to result in the incurrence of material liability by the Borrower, any of its Subsidiaries or any ERISA Affiliate or a material penalty or material excise tax under the provisions of the Code related to a Plan or Multiemployer Plan, or (viii) the PBGC has contacted the Borrower, any of its Subsidiaries or any ERISA Affiliate with respect to the PBGC’s Early Warning Program, a certificate of the Chief Executive Officer or Chief Financial Officer of the Borrower setting forth the details as to such event, transaction or condition and the action the Borrower has taken, is taking or proposes to take with respect thereto.

5.5           Miscellaneous.

                                With reasonable promptness, the Borrower shall deliver such other information respecting the business, operations and financial condition of itself and its Subsidiaries as the Agent or any Lender may from time to time reasonably request.

5.6           Authorization of Third Parties to Deliver Information.

                                Any opinion, report or other information delivered to the Agent, the Issuing Bank or any Lender pursuant to any obligation of the Borrower or any of its Subsidiaries, or any right of the Agent, the Issuing Bank or any Lender, under the Loan Documents is hereby deemed to have been authorized and directed by the Borrower to be delivered for the benefit, and reliance thereupon, of such recipient.

ARTICLE 6

FINANCIAL COVENANTS

The Borrower covenants that from the Closing Date and for so long as any of the Obligations remain unpaid, any Letters of Credit remain outstanding, the Lenders have an unexpired commitment to lend hereunder or the Issuing Bank has an unexpired commitment to issue Letters of Credit hereunder, it shall comply with each of the financial covenants set forth in this Article 6.

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6.1           Net Worth.

                                As at the end of each fiscal year, the Borrower and its Subsidiaries, on a Consolidated basis, shall maintain a Net Worth of not less than the sum of (a) 85% of Closing Date Net Worth, plus (b) 50% of Cumulative Net Income, plus (c) 90% of the Net Proceeds of any issuance of or exercise or conversion into equity securities of the Borrower or any of its Subsidiaries for the period commencing on the Closing Date and ending on such test date.

6.2           Fixed Charge Coverage Ratio.

                                As at the end of each fiscal quarter specified below, the Borrower and its Subsidiaries, on a Consolidated basis, shall maintain a Fixed Charge Coverage Ratio of at least the ratio specified below for each fiscal quarter:

Fiscal Quarters Ending	Fixed Charge Coverage Ratio
Closing Date through 2/28/09	1.10:1.00
3/1/09 through 2/28/11	1.15:1.00
3/1/11 and thereafter	1.20:1.00

This covenant shall be tested as at the end of each fiscal quarter.

6.3           Total Leverage Ratio.

                                As at the end of each fiscal quarter specified below, the Borrower and its Subsidiaries, on a Consolidated basis, shall maintain a Total Leverage Ratio of no more than the ratio specified below for such fiscal quarter:

Fiscal Quarters Ending	Total Leverage Ratio
Closing Date through 11/30/08	5.25:1.00
12/1/08 through 11/30/09	5.00:1.00
12/1/09 through 11/30/10	4.25:1.00
12/1/10 and thereafter	3.75:1.00

This covenant shall be tested as at the end of each fiscal quarter.

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6.4           Limitation on Capital Expenditures.

For each period specified below, the Borrower and its Subsidiaries, on a Consolidated basis, shall not permit their Capital Expenditures in the aggregate to exceed the amount specified below.

Period	Maximum Capital Expenditures
Closing Date through fiscal year ending 2/28/09	$	35,000,000
Fiscal year ending 2/28/10 and each fiscal year thereafter	$	42,000,000

This covenant shall be tested as at the end of each period specified above; provided, however, to the extent that the amount of Capital Expenditures permitted above for any period (without regard to any carry-over from a prior period pursuant to this proviso) is in excess of the actual amount of Capital Expenditures for such period, the amount of permitted Capital Expenditures during the immediately succeeding period shall be increased by the lesser of (a) the amount of such excess and (b) $7,000,000.00.

6.5           Limitation on Operating Lease Expense.

The Borrower and its Subsidiaries, on a Consolidated basis, shall not permit their Operating Lease Expense in the aggregate to exceed $7,500,000 for any four fiscal quarter period.  This covenant shall be tested as at the end of each fiscal quarter.

6.6           Additional Provisions Respecting Calculation of Financial Covenants.

Except as otherwise provided in this Agreement, the following provisions shall apply.

6.6.1  All the calculations of financial covenants shall be, to the extent applicable, based upon the figures set forth in the Consolidated financial statements of the Borrower most recently delivered pursuant to this Agreement; provided, however, that calculations of financial covenants shall exclude the results of Rock Solid Insurance at any time that the assets or EBITDA of Rock Solid Insurance shall exceed 5% of the assets or EBITDA, respectively, of the Borrower and its Subsidiaries on a Consolidated basis.

6.6.2  Calculations made pursuant to this Article 6 shall give effect, on a pro forma basis, to the Stabler Acquisition and all other Acquisitions and dispositions made during the quarter or year to which the required compliance relates, as if the Stabler Acquisition or such other Acquisition or disposition had been consummated on the first day of the applicable period; provided, that items of revenue and expense related to the Stabler Acquisition or such other Acquisition or disposition shall be based on actual amounts and not adjusted to give effect to potential savings and similar adjustments except to the extent satisfactory (i) in the case of the

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Stabler Acquisition, to the Co-Lead Arrangers in their sole discretion and (ii) in the case of any other Acquisition or disposition, to the Agent in its sole discretion.  Calculation of financial covenants in connection with the Stabler Acquisition and any other Acquisitions and dispositions shall be based on the results of operations and financial position of the Borrower and its Subsidiaries set forth on the most recently delivered financial statements, adjusted, in the case of the Stabler Acquisition or another Acquisition, to give effect to any additional Indebtedness incurred in connection therewith and to include the results of operations and financial position of the target during the applicable period, and in the case of a disposition, to give effect to any repayment of Indebtedness in connection therewith and to exclude the results of operations and financial position for the applicable period of the assets so disposed of.

ARTICLE 7

BUSINESS COVENANTS

The Borrower covenants that from the Closing Date, and for so long as any of the Obligations remain unpaid, any Letters of Credit remain outstanding, the Lenders have an unexpired Commitment to lend hereunder or the Issuing Bank has an unexpired commitment to issue Letters of Credit hereunder, it shall comply with each of the covenants set forth in this Article 7.

7.1           Indebtedness.

7.1.1  In General.  The Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume, guarantee, permit to exist or otherwise become or remain directly or indirectly liable with respect to any Indebtedness other than each of the following:

(a)           obligations under Interest Rate Protection Agreements entered into in the ordinary course of business to mitigate risk associated with interest rates and not for speculative purposes;

(b)           the Obligations;

(c)           Capital Lease Obligations and purchase money Indebtedness in respect of capital assets of the Borrower and its Subsidiaries in an aggregate amount not to exceed the limits specified in Section 6.4 (Limitation on Capital Expenditures), provided that such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed and refinancings thereof not increasing the principal amount of such Indebtedness;

(d)           obligations owing to the Borrower or to a wholly-owned Subsidiary of the Borrower;

(e)           obligations in respect of the Pre-Qualification Line in an outstanding principal amount not to exceed $5,000,000 at any time;

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(f)            Indebtedness (excluding Indebtedness referred to in clauses (a), (b), (c), (d), and (e) above and (i) through (k) below) existing on the Closing Date and set forth on Schedule 4.25 hereto;

(g)           Obligations in respect of Operating Leases permitted under this Agreement in an aggregate amount not to exceed the limits specified in Section 6.5 (Limitation on Operating Lease Expense);

(h)           other unsecured Indebtedness in an aggregate outstanding principal amount not exceeding $3,000,000 at any time so long as such Indebtedness does not have covenants or defaults that are more restrictive than those set forth in this Agreement;

(i)            Indebtedness assumed by BCS LLC in connection with the BCS Acquisition in an outstanding principal amount not to exceed $2,000,000 at any time;

(j)            Second Lien Indebtedness; and

(k)           obligations in respect of the Stabler Indebtedness.

7.1.2  Limitation on Incurrence.  In addition to the limitations on the incurrence or existence of Indebtedness referred to above, (a) no Indebtedness may be incurred by the Borrower or any of its Subsidiaries unless immediately before and after giving effect to the incurrence of such Indebtedness, no Default or Event of Default shall have occurred and be continuing and (b) no Guaranty shall be permitted by this Agreement unless it is a Guaranty constituting Indebtedness expressly permitted by Section 7.1.1 above or a Guaranty of obligations of the Borrower or a Subsidiary of the Borrower, which obligations (whether constituting Indebtedness or otherwise) are permitted by this Agreement.

7.2           Liens; Licenses.

7.2.1  In General.  The Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or assets of the Borrower or any Subsidiary of the Borrower, except each of the following (the items referred to in clauses (a) through (j) are, collectively, the “Permitted Liens”):

(a)           Liens created in favor of the Agent for the benefit of the Secured Parties pursuant to the Loan Documents;

(b)           Liens created in favor of the Second Lien Administrative Agent and the Second Lien Lenders pursuant to the Second Lien Facility;

(c)           Liens for taxes, assessments or other governmental charges the payment of which is not yet due or the payment of which is not at the time required by Section 7.11 (Payment of Taxes and Claims);

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(d)           statutory Liens of landlords and Liens of carriers, warehousemen, mechanics and materialmen incurred in the ordinary course of business for sums not yet due or the payment of which is not at the time required by Section 7.11 (Payment of Taxes and Claims);

(e)           leases or subleases granted to others, easements, rights-of-way, restrictions and other similar charges or encumbrances on real property, in each case incidental to, and not interfering with, the ordinary conduct of the business of the Borrower or any of its Subsidiaries and in no case to secure Indebtedness for money borrowed provided, that the Borrower shall notify the Agent pursuant to Subsection 5.3.2 (Conditions Affecting Collateral) of any such lease or sublease which yields rental income in excess of $600,000 per annum and the Agent may, in its discretion, require an assignment of the rents thereunder;

(f)            Liens securing Indebtedness incurred in compliance with paragraph (c) of Subsection 7.1.1 (Indebtedness—In General), provided that (i) such Liens shall be created within one year of the acquisition or lease of the related asset, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, (iii) the principal amount of Indebtedness secured thereby is not increased, and (iv) the principal amount of Indebtedness secured thereby shall at no time exceed 100% of the original purchase price or lease payment amount of such property at the time it was acquired;

(g)           Surety Liens, if any;

(h)           Liens (excluding Liens referred to in paragraphs (a) through (g) above or (i) and (j) below) existing on the Closing Date and set forth on Schedule 7.2 hereto;

(i)            any Lien on the equity interests owned by the Borrower or any of its Subsidiaries in a Permitted Joint Venture in favor of a Joint Venture Lender; and

(j)            Liens securing the Indebtedness permitted by paragraph (h) of Subsection 7.1.1 (Indebtedness — In General), provided that such Liens do not at any time encumber any property other than the property of BCS LLC acquired pursuant to the BCS Acquisition.

7.2.2  Negative Pledge.  The Borrower shall not, and shall not permit any of its Subsidiaries to, agree with any Person to restrict or place limitations on the right of the Borrower or any of its Subsidiaries to create, incur, assume or permit to exist any Lien on or with respect to any property or asset of the Borrower or any of its Subsidiaries.  The foregoing shall not apply to (a) restrictions and conditions imposed by law, (b) customary restrictions and conditions contained in agreements relating to the sale of any asset or property pending such sale, provided such restrictions and conditions apply only to the asset or property that is to be sold and such sale is permitted hereunder, (c) restrictions or conditions imposed by any agreement relating to Capital Leases permitted by this Agreement if such restrictions or conditions apply only to the property or assets subject to such Capital Leases, (d) customary provisions in leases and other contracts restricting the assignment thereof, (e) restrictions on Liens on any Excluded Joint Venture Interests (as defined in the Security Agreement) in favor of the applicable Joint Venture Lender, (f) restrictions on Liens on any Excluded Mortgaged Property (as defined in the Security Agreement) in favor of the applicable third-party lender, (g) restrictions on Liens on any Excluded Key-Man Policies; provided that the Borrower or applicable Subsidiary shall use

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commercially reasonable efforts to avoid the creation of any such restrictions, and (h) restrictions arising with respect to the Second Lien Indebtedness.

7.3           Investments, Loans, Acquisitions, Etc.

The Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or permit to exist any Investment or make any Acquisition, except that the Borrower and its Subsidiaries may permit to exist and, so long as no Default or Event of Default then exists or would be caused thereby, the Borrower and its Subsidiaries may make, any of the following Investments and Acquisitions:

(a)           Investments by the Borrower in its direct or indirect wholly-owned Subsidiaries or the creation by the Borrower of new direct or indirect wholly-owned Subsidiaries, subject to the provisions of Section 7.27 (Certain Obligations Respecting Subsidiaries);

(b)           Investments by a direct or indirect Subsidiary of the Borrower in a Person that is a direct or indirect wholly-owned Subsidiary of the Borrower or the creation by any direct or indirect wholly-owned Subsidiary of the Borrower of a Person that is a direct or indirect wholly-owned Subsidiary of the Borrower, subject to the provisions of Section 7.27 (Certain Obligations Respecting Subsidiaries);

(c)           Investments under Interest Rate Protection Agreements permitted by clause (a) of Subsection 7.1.1 (Indebtedness — In General);

(d)           the existing loans, advances and investments described on Schedule 7.3;

(e)           Investments in (i) marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency thereof maturing within one hundred twenty (120) days from the date of acquisition thereof, (ii) commercial paper maturing no more than one hundred twenty (120) days from the date of creation thereof and currently having the highest rating obtainable from either Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. or Moody’s Investors Service, Inc., (iii) certificates of deposit maturing no more than one hundred twenty (120) days from the date of creation thereof issued by commercial banks incorporated under the laws of the United States of America, each having combined capital, surplus and undivided profits of not less than $500,000,000 and having a rating of “A” or better by a nationally recognized rating agency; provided, that the aggregate amount invested in such certificates of deposit shall not at any time exceed $5,000,000 for any one such certificate of deposit and $10,000,000 for any one such bank, or (iv) time deposits maturing no more than thirty (30) days from the date of creation thereof with commercial banks or savings banks or savings and loan associations each having membership either in the FDIC or the deposits of which are insured by the FDIC and in amounts not exceeding the maximum amounts of insurance thereunder;

(f)            Acquisitions of assets in like-kind exchanges under Section 1031 of the Code made from the proceeds of dispositions permitted by clause (e) of Subsection 7.7.2 (Sales and Other Dispositions);

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(g)           Permitted Acquisitions;

(h)           Loans or advances from a Subsidiary of the Borrower to the Borrower;

(i)            Investments in Permitted Joint Ventures; and

(j)            Investments by the Borrower or any of its direct or indirect wholly-owned Subsidiaries in Rock Solid Insurance with the aggregate amount of such Investment not to exceed $2,000,000.  For the sake of clarity, Investments referenced in this paragraph (j) shall include any letter of credit agreement that is issued for the account of the Borrower or any Subsidiary where Rock Solid Insurance is the beneficiary of such letter of credit.

7.4           Restricted Payments.

The Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum or property for any Restricted Payment, except that:

7.4.1  Intercompany.  Restricted Payments may be declared and paid by direct or indirect wholly-owned Subsidiaries of the Borrower to the Borrower and other direct or indirect wholly-owned Subsidiaries of the Borrower.

7.4.2  Tax Expense Distributions.  For any year during which the Borrower is an “S Corporation” as defined in the Code, distributions made by the Borrower to its shareholders with respect to such year in an amount not to exceed the product of the Borrower’s pre-tax earnings (determined in accordance with the Code and including any income or loss of any disregarded entity or Qualified Subchapter S Subsidiary) during such year, multiplied by the effective combined local, state and federal income tax rate (after giving effect to the deductibility of local and state income taxes in the determination of federal income taxes) for individuals in the highest income bracket (taking into account any lower income tax rate applicable to capital gains).

7.4.3  Subordinated Debt.  So long as no Default or Event of Default shall have then occurred or be created thereby, the Borrower may make such payments on subordinated Indebtedness as is expressly permitted by Section 7.22 (Payment of Subordinated Indebtedness; Second Lien Indebtedness).

7.4.4  Specified Transactions.  So long as no Default or Event of Default shall have occurred or be created thereby, the Borrower may make the payments described in clause (iii) or (v) of Section 7.6 (Transactions with Affiliates).

7.4.5  Other Restricted Payments.  So long as no Default or Event of Default shall have occurred or be created thereby, the Borrower may pay dividends and distributions to its shareholders so long as the Borrower shall have delivered to the Agent no fewer than five (5) Business Days prior to the date of the proposed Restricted Payment (or such shorter period as the Agent may approve in writing) a pro forma Officer’s Compliance Certificate demonstrating that, after giving effect to such Restricted Payment, the Borrower shall be in compliance with all of

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the financial covenants set forth in Article 6 (Financial Covenants).  For purposes of the aforementioned pro forma calculation, the Borrower shall use the results of operations and financial position reflected on the financial statements most recently delivered under Section 5.1 (Financial Data and Reporting Requirements) adjusted to give pro forma effect to (i) the amount of Indebtedness after giving effect to the Restricted Payment and (ii) the making of the Restricted Payment to the shareholders.

7.5           Corporate Separateness.

The Borrower shall, and shall cause each of its Subsidiaries to, conduct its business and operations separate from that of each other Affiliate of the Borrower and its Subsidiaries (except the Borrower, itself and other Subsidiaries, themselves).  Without limiting the generality of the foregoing, the Borrower shall not, and shall not permit any of its Subsidiaries, to commingle funds with any Person that is not the Borrower or a Subsidiary of the Borrower.

7.6           Transactions with Affiliates.

The Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, (a) make any loan or advance to, or purchase or assume any note or other obligation to or from, any of its officers, directors, shareholders or other Affiliates, or to or from any member of the immediate family of any of its officers, directors, shareholders or other Affiliates, or subcontract any operations to any of its Affiliates or (b) enter into, or be a party to, any other transaction not described in clause (a) above with any of its Affiliates, except, in the case of clauses (a) and (b), pursuant to the reasonable requirements of the Borrower’s or the applicable Subsidiary’s business and upon fair and reasonable terms (that, in the case of any such transaction that involves an amount in excess of $1,000,000 are fully disclosed to the Agent prior to the consummation thereof) and are no less favorable to the Borrower or the applicable Subsidiary than it would obtain in a comparable arm’s length transaction with a Person not its Affiliate, provided that the foregoing restrictions shall not apply to (i) transactions exclusively among the Borrower and its Subsidiaries permitted by this Agreement, (ii) Restricted Payments, to the extent permitted under Section 7.4 (Restricted Payments), (iii) usual and customary indemnification obligations in the Organizational Documents of the Borrower and its Subsidiaries for acts and omissions of their officers and directors, (iv) the Headquarters Lease, provided that any amendments, modifications or supplements thereto are no less favorable to the Borrower or its Subsidiaries as the Headquarters Lease on the date of this Agreement, (v) transactions with officers, directors, shareholders or other Affiliates for the provision of goods or services with a fair market value of up to $500,000 in the aggregate in any fiscal year and (vi) Investments in Rock Solid Insurance permitted by Section 7.3(j) (Investments, Loans, Acquisitions, Etc.).  If any such transaction (other than as set forth in the preceding proviso) involves an amount in excess of $15,000,000, it shall be determined by a nationally-recognized investment banking or accounting firm to be fair to the Borrower and its Subsidiaries.

7.7           Mergers and Dispositions.

7.7.1  Consolidations and Mergers.  The Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly:

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(a)           consolidate with or merge with or into any other Person or allow any other Person to merge with or into it except so long as no Default or Event of Default has occurred and is continuing or would be created thereby (i) solely for the purpose of redomestication within a state of the United States so long as the successor complies with any and all applicable notice requirements in connection with such redomestication under the Loan Documents and takes such action as may be necessary to ensure that its equity and assets are subject to a first-priority Lien in favor of the Agent, subject only to Permitted Liens, (ii) a Subsidiary of the Borrower may consolidate with or merge into the Borrower or a wholly-owned Subsidiary of the Borrower, and (iii) a Subsidiary of the Borrower may merge with or into a Person and a Person that is not a Subsidiary of the Borrower may merge with or into the Borrower or a wholly-owned Subsidiary of the Borrower to effect an Acquisition permitted by Section 7.3 (Investments; Loans, Acquisitions, Etc.) or a disposition permitted by Subsection 7.7.2 (Sales and Other Dispositions) below so long as, the Borrower or applicable Subsidiary notifies the Agent and in the case of an Acquisition, the successor takes such action as may be necessary to ensure that its equity and assets are subject to a first-priority Lien in favor of the Agent subject only to Permitted Liens; or

(b)           enter into or suffer any winding-up, liquidation, dissolution, division or similar transaction except that a Subsidiary of the Borrower may be dissolved following the transfer of all of its assets to the Borrower or one or more wholly-owned Subsidiaries of the Borrower (“Transferee”), subject to the conditions that (i) both before and after the transfer and subsequent dissolution, no Event of Default or Default shall exist, and (ii) all of the equity of the Transferee (unless the Transferee is the Borrower) shall have been pledged to the Agent pursuant to the Pledge Agreement, all of the material assets of the Transferee shall have been pledged as security pursuant to the Security Agreement, and the Transferee (unless it is the Borrower) shall be party to one or more Subsidiary Suretyships.

In the case of any merger or winding up permitted by subsections (a) or (b) of this Subsection 7.7.1, the Borrower shall give prompt written notice to the Agent of the occurrence thereof and promptly deliver to the Agent a true, correct and complete (and filed-stamped, if applicable) copy of any certificate of merger, dissolution, or other documents evidencing such transaction, together with copies of all notices to and consents of third parties required or appropriate to effect such merger or winding up.

7.7.2  Sales and Other Dispositions.  The Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, sell, lease, abandon or otherwise transfer or dispose of any of its assets or property of any nature (including, without limitation, the sale of any receivables and leasehold interests and any sale-leaseback or similar transaction), whether now owned or hereafter acquired, except:

(a)           sales of inventory in the ordinary course of its business;

(b)           transfers of assets or property to the Borrower or a wholly-owned Subsidiary of the Borrower, so long as such assets remain subject to a valid, perfected first priority Lien in favor of the Agent, subject only to Permitted Liens and Permitted Perfection Limitations;

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(c)           trade-ins of equipment for new equipment useful in the business of the Borrower or any of its Subsidiaries;

(d)           sales or dispositions of equipment which is obsolete or no longer used or useful in the business of the Borrower or any of its Subsidiaries, with a fair market value not exceeding $3,000,000 in the aggregate in any fiscal year;

(e)           transfers of property of the Borrower or any of its Subsidiaries (other than Material Real Property) with a fair market value up to $5,000,000 in any fiscal year in like-kind exchanges pursuant to Section 1031 of the Code; provided, however, that Borrower shall be permitted to transfer parcels of real property contained within any Material Real Property subject to the limitations set forth in the preceding sentence so long as (i) such parcel(s) are not material to the business of the Borrower or any of its Subsidiaries as to be determined in the sole discretion of the Agent, and (ii) the loss in value of the parcels does not so diminish the value of such Material Real Property so that it is no longer Material Real Property as defined herein;

(f)            sales or dispositions of the assets of the Borrower or any of its Subsidiaries not in the ordinary course of business with a fair market value not to exceed $1,000,000 in the aggregate in any fiscal year;

(g)           transfers of assets or property constituting Investments in Permitted Joint Ventures;

(h)           transfers of equipment in connection with sale-leaseback transactions provided that (i) in each case, the equipment subject to such transaction has an invoice date within one year of the date of such transfer, and (ii) the sales price of all such equipment shall not exceed $10,000,000 in the aggregate during the term of this Agreement; and

(i)            other sales or dispositions of real property of the Borrower or any of its Subsidiaries (other than Material Real Property) having a fair market value up to $5,000,000 in any fiscal year; provided, however, that Borrower shall be permitted to transfer parcels of real property contained within any Material Real Property subject to the limitations set forth in the preceding sentence so long as (i) such parcel(s) are not material to the business of the Borrower or any of its Subsidiaries as to be determined in the sole discretion of the Agent, and (ii) the loss in value of the parcels does not so diminish the value of such Material Real Property so that it is no longer Material Real Property as defined herein.

7.8           Management Arrangements.

The Borrower shall not, and shall not permit any of its Subsidiaries to, (a) enter into or remain bound by any management, employment or consulting agreement with any Person that gives such Person the right to manage its business, except for usual and customary employment agreements and consulting agreements entered into in the ordinary course of business, or (b) directly or indirectly pay or accrue to any Person any sum or property for fees for management or similar services rendered in connection with the operation of a Permitted Business except as set forth above.

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7.9           Existence.

Subject to the provisions of Subsection 7.7.1 (Consolidations and Mergers), the Borrower shall at all times preserve and keep in full force and effect (a) its corporate existence and (b) the corporate, partnership or other existence of each of its Subsidiaries, and the good standing of such Persons in all states in which they are formed or required to qualify to do business, except, as to qualification only, where the failure to keep in full force and effect any such good standing could not reasonably be expected to result in a Material Adverse Change.

7.10         Compliance with Law.

The Borrower shall, and shall cause each of its Subsidiaries to, comply in all material respects with all Laws, and obtain or maintain all material permits, franchises and other Governmental Licenses necessary for the ownership, acquisition and disposition of their respective properties and the conduct of their respective businesses.  Without limiting the generality of the foregoing, the Borrower and its Subsidiaries shall be in compliance with all orders, rules, regulations issued by, and recommendations of, the U.S. Department of the Treasury and OFAC pursuant to IEEPA, the PATRIOT Act, other legal requirements relating to money laundering or terrorism and any executive orders related thereto, which at the time apply to them.

7.11         Payment of Taxes and Claims.

The Borrower shall, and shall cause each of its Subsidiaries to, pay all federal and other material taxes, assessments, water and sewer rents and other governmental charges which may be assessed, levied or filed against or imposed upon it or any of its properties or assets (including, without limitation, the Material Real Property) or in respect of any of its franchises, business, income or profits before any penalty or interest accrues thereon, and all claims (including, without limitation, claims for labor, services, materials and supplies) for sums that have become due and payable and that by Law have or might become a Lien upon any of its properties or assets, provided that no such charge or claim need be paid if being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and if such reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made therefore and, if the filing of a bond or other indemnity is necessary to avoid the creation of a Lien against any of the assets of the Borrower or any of its Subsidiaries, such bond shall have been filed or indemnity posted.  The Borrower shall produce to the Agent, upon request, receipts for the payment of all such taxes, assessments, water and sewer rents and other governmental charges.  In the event the Borrower or any of its Subsidiaries fails to make such payment within five (5) days after written notice thereof from the Agent, then the Agent shall have the right, but shall not be obligated, to pay the amount due, and the Borrower shall, on demand, reimburse the Agent for said amount.

7.12         Tax Consolidation.

The Borrower will not file or consent to or permit the filing of any consolidated income tax return on behalf of it or any of its Subsidiaries with any Person (other than a consolidated return of the Borrower and its Subsidiaries).  Except for any agreements providing for the tax expense distributions referred to in Subsection 7.4.2 (Tax Expense Distributions), the

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Borrower will not, and will not permit any of its Subsidiaries to, enter into any agreement with any Person which would cause the Borrower or any of such Subsidiaries to bear more than the amount of taxes to which it would have been subject had it separately filed (or filed as part of a consolidated return among the Borrower and its Subsidiaries).

7.13         Compliance with ERISA.

(a)           The Borrower shall not, and shall not permit its Subsidiaries and ERISA Affiliates to, cause, for plan years beginning before 2008, any Accumulated Funding Deficiency to be incurred, whether or not waived, with respect to any Employee Pension Plan, or, for plan years beginning after 2007, cause there to be an unpaid “minimum required contribution” as defined in Section 430 of the Code and Section 303 of ERISA with respect to any Employee Pension Plan.

(b)           The Borrower shall, and shall cause its Subsidiaries and ERISA Affiliates to, comply in all material respects with the provisions of ERISA and the Code with respect to any Plan both in form and operation, including, but not limited to, the timely filing of required annual reports and the payment of PBGC premiums.

(c)           The Borrower shall, and shall cause its Subsidiaries and ERISA Affiliates to, comply in all material respects with the requirements of COBRA regarding continued health coverage and of the Health Insurance Portability and Accountability Act of 1996 with respect to any Plans subject to the requirements thereof.

(d)           The Borrower shall not, and shall not permit any of its Subsidiaries or any of its ERISA Affiliates to, take any of the following actions or permit any of the following events to occur if such action or event together with all other such actions or events would subject the Borrower, any of its Subsidiaries or any of its ERISA Affiliates to any material tax, penalty, or other liabilities:

(i)            engage in any transaction in connection with which the Borrower, any of its Subsidiaries or any ERISA Affiliate could be subject to either a civil penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Code;

(ii)           terminate any Employee Pension Plan in a manner, or take any other action, which could result in any liability of the Borrower, any of its Subsidiaries or any ERISA Affiliate to the PBGC;

(iii)          fail to make full payment when due of all amounts which, under the provisions of any Plan or Multiemployer Plan, the Borrower, any of its Subsidiaries or any ERISA Affiliate is required to pay as contributions thereto;

(iv)          permit the current value of all vested accrued benefits under all Plans which are subject to Title IV of ERISA to exceed the current value of the assets of such Plans allocable to such vested accrued benefits, except as may be permitted under actuarial funding standards adopted in accordance with, for

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plan years beginning before 2008, Section 412 of the Code or, for plan years beginning after 2007, Section 430 of the Code; or

(v)           withdraw from any Multiemployer Plan, if such withdrawal would result in the imposition of Withdrawal Liability.

(e)           The Borrower shall comply with the ERISA reporting requirements set forth in Section 5.4 (ERISA Notices).

As used in this Section 7.13, the term “accrued benefit” has the meaning specified in Section 3(23) of ERISA and the term “current value” has the meaning specified in Section 4001(a)(18)(B) of ERISA.

7.14         Insurance.

The Borrower shall maintain, and shall cause each of its Subsidiaries to maintain, with financially sound and reputable insurers, Insurance against loss or damage and liability of the kinds customarily insured against by Persons of established reputation engaged in the same or similar businesses and similarly situated and in such amounts as are customarily carried under similar circumstances by other such Persons and otherwise as is prudent for Persons engaged in such business.  All such Insurance shall name the Agent as mortgagee, lender loss payee and additional insured, as applicable and shall provide for at least thirty (30) days advance notice to the Agent prior to any non-renewal, cancellation, change in risks (in any material respect) or amendment of any such Insurance.  In addition, the Borrower shall, and shall cause each of its Subsidiaries to, maintain such other Insurance as may be required by Schedule 7.14 hereto.  Annually (and from time to time upon request of the Agent), the Borrower shall promptly furnish to the Agent evidence, in form and substance reasonably satisfactory to the Agent, of the maintenance of all Insurance, indemnities or bonds required by this Section 7.14.

7.15         Maintenance of Properties.

The Borrower shall, and shall cause each of its Subsidiaries to:  (a) maintain its properties in good repair, working order and condition, ordinary wear and tear excepted; and (b) make all appropriate and proper repairs, renewals, replacements, additions and improvements thereto, ordinary wear and tear excepted; and (c) keep all systems and equipment that may now or in the future be subject to compliance with any material standards or rules imposed by any Governmental Authority in compliance in all material respects with such standards or rules.  The Borrower shall, and shall cause each of its Subsidiaries to, take all steps necessary to prosecute, maintain, preserve, defend and protect, and, when necessary, renew:  (i) all material Governmental Licenses and Intellectual Property necessary for the operation of their businesses, including but not limited to the payment of all necessary maintenance fees and the filing of all statutory declarations, and (ii) all material agreements to which any of them are parties that are necessary to conduct the Borrower’s or the applicable Subsidiary’s business.  Without limiting the generality of the foregoing, the Borrower shall, and shall cause each of its Subsidiaries to: (w) abstain from and not permit the commission of waste in or about the Material Real Property, (x) except in the ordinary course of business, not remove, demolish, or alter the structural character of any building erected at any time on the Material Real Property, without the prior

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written consent of the Agent, (y) except in the ordinary course of business, not permit the Material Real Property to become vacant or deserted, and (z) maintain the Material Real Property in good condition and repair, reasonable wear and tear, condemnation and casualty excepted, making, as and when necessary, all repairs of every nature.

7.16         Maintenance of Records; Fiscal Year.

The Borrower shall, and shall cause each of its Subsidiaries to, keep at all times books of record and account in which full, true and correct entries shall be made of all dealings or transactions in relation to its business and affairs.  The Borrower shall, and shall cause each of its Subsidiaries to, keep its books of account and financial statements in accordance with GAAP and in compliance with the regulations of any Governmental Authority having jurisdiction over it or any of its properties and to report on the basis of a fiscal year ending February 28 (or 29); provided, however, that prior to March 1, 2008 (at which time the fiscal year end of Stabler and its Subsidiaries will be changed to February 28 or 29, as applicable), the fiscal year of Stabler and its Subsidiaries shall be set to end on April 30.

7.17         Inspection.

Upon reasonable notice (and for this purpose no more than two Business Days’ notice shall be required under any circumstances) if no Event of Default or Default shall exist, or at any time with or without notice after the occurrence and during the continuance of an Event of Default or Default, the Borrower shall, and shall cause each of its Subsidiaries to, allow any representative of the Agent, the Issuing Bank or any Lender to visit and inspect any of the properties of the Borrower and any of its Subsidiaries, to examine the books of account and other records and files of the Borrower and any of its Subsidiaries (including, without limitation, the financial statements (audited and unaudited, to the extent prepared) of each Subsidiary and information with respect to each business operated by the Borrower and any of its Subsidiaries), to make copies thereof and to discuss the affairs, business, finances and accounts of the Borrower and its Subsidiaries with their personnel and accountants.

7.18         Exchange of Notes.

Upon receipt of a written notice certifying the loss, theft, destruction or mutilation of any or all of the Notes and of a letter of indemnity as to such loss, theft, destruction or mutilation, as the case may be, from the affected Lender or its successors or assigns, and upon surrendering for cancellation such Notes if mutilated (in which event no indemnity shall be required), the Borrower shall execute and deliver a new Note or Notes of like tenor in lieu of such lost, stolen, destroyed or mutilated Notes, as the case may be.

7.19         Type of Business.

The Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly enter into any business that is not a Permitted Business.

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7.20         Issuance of Equity.

The Borrower shall not, and shall not permit any of its Subsidiaries to, issue, authorize the issuance of, or obligate itself to issue any shares of its Capital Stock or other equity to any Person that (a) would contravene any other provision of this Agreement, including, without limitation, result in a Change of Control, (b) would result in there being Capital Stock of any of the Borrower’s Subsidiaries that is not pledged pursuant to the Pledge Agreement, or (c) would contravene any provision of the Negative Pledge.

7.21         Change in Documents.

(a)           The Borrower shall not, and shall not permit any of its Subsidiaries to, amend or otherwise modify the respective Organizational Documents or any shareholders’ agreement of such Person in any manner adverse in any respect to the rights or interests of the Lenders.  The Borrower shall not, and shall not permit any Subsidiary to, amend its Bonding Arrangements (a) to provide additional covenants or render more restrictive the covenants set forth in those agreements on the Closing Date, (b) to provide any collateral security in contravention of the provisions of Section 7.2 (Liens; Licenses), or (c) in any other manner that could reasonably be adverse to the rights or interests of the Lenders, provided, nothing in this Section 7.21 shall affect any pricing of the Bonding Arrangements.  The Borrower shall not, and shall not permit any Subsidiary to, enter into new Bonding Arrangements on terms that would be prohibited for existing Bonding Arrangements under the preceding sentence.

(b)           The Borrower shall not, and shall not permit any of its Subsidiaries to amend any lease subject to a Leasehold Mortgage in any manner that would prohibit assignments of, or Liens on, the leasehold, or in any other manner that could reasonably be expected to have an adverse impact on the Secured Party’s rights under the Loan Documents or the value of such property as Collateral.

7.22         Payment of Subordinated Indebtedness; Second Lien Indebtedness.

The Borrower will not, and Borrower will not permit any of its Subsidiaries to, make any payment or prepayment, whether in respect of principal, interest, fees, expenses or otherwise, or any redemption, retirement, purchase or other acquisition, direct of indirect, in respect of any subordinated Indebtedness other than the Second Lien Indebtedness.  Borrower shall not voluntarily prepay, retire, redeem, repurchase, defease or exchange the principal of the Second Lien Indebtedness or, to the extent prohibited by the Intercreditor Agreement, make any other payment on Second Lien Indebtedness.

7.23         Compliance with Federal Reserve Regulations.

No proceeds of the Loans shall be used, in whole or in part, by the Borrower, any of its Subsidiaries or other Person, directly or indirectly, to purchase or carry, or to reduce or retire or refinance any credit incurred to purchase or carry, any “margin security” or “margin stock,” or to extend credit to others for the purpose of purchasing or carrying any “margin security” or “margin stock.”  Neither the Borrower nor any of its Subsidiaries shall, directly or indirectly, otherwise take or permit to be taken any action which would result in the Loans or the carrying out of any of the other transactions contemplated by this Agreement being violative of Regulation T, U

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or X of the Board of Governors of the Federal Reserve System or any other regulation of the Board of Governors of the Federal Reserve System.

7.24         Limitations on Certain Restrictive Provisions.

The Borrower shall not, and shall not permit any of its Subsidiaries to, (a) permit or place any restriction, directly or indirectly, on (i) the payment of dividends or distributions by any of such Subsidiaries, (ii) the making of advances or other cash payments by any of such Subsidiaries, or (iii) the transfer by any of such Subsidiaries of any of its properties or assets, in each case, to the Borrower or its Subsidiaries, or (b) agree with any Person that the Borrower and/or any of its Subsidiaries shall not amend the Loan Documents except any such agreement with the Agent, the Issuing Bank or the Lenders set forth in the Loan Documents or in the Second Lien Credit Agreement.

7.25         Interest Rate Protection Agreements.  As soon as practical, and in any event no later than sixty (60) days after the Closing Date, the Borrower shall enter into and maintain Interest Rate Protection Agreements for at least fifty percent (50%) of its term Indebtedness, all upon terms and subject to such conditions as shall be reasonably acceptable to the Agent.

7.26         Environmental Matters.

(a)           The Borrower shall not, and shall not permit any of its Subsidiaries to,

(i)            cause a Release of any Hazardous Substance in violation of any Environmental Law or so as to create a risk of harm to public or occupant health or safety or to the environment, or

(ii)           permit to exist any Release of any Hazardous Substance on any real property owned or occupied by the Borrower or any of its Subsidiaries in violation of any Environmental Law or so as to create a risk of harm to public or occupant health or safety or to the environment, or

(iii)          take any other action (or fail to take any action) in violation of any Environmental Law or take any action (or fail to take any action) so as to create a risk of harm to public or occupant health or safety or to the environment.

(b)           The Borrower shall and shall require its Subsidiaries to (i) comply with, and ensure such compliance by all tenants and subtenants with all applicable Environmental Laws and obtain and comply with and maintain, and ensure that all tenants and subtenants, if any, obtain and comply with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws, and (ii) conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under, and to ensure compliance with, Environmental Laws, and promptly comply with all lawful orders and directives of any Governmental Authority regarding Environmental Laws.

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7.27         Certain Obligations Respecting Subsidiaries.

The Borrower will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all new Subsidiaries are guarantors of the Secured Obligations and that all of the equity and material assets of all Subsidiaries are subject to a valid and enforceable first priority Lien securing the Secured Obligations, subject to no other Lien except Permitted Liens, provided, however, that the NY Mortgages shall secure the Term Loans only.  Without limiting the generality of the foregoing, in the event that the Borrower or any of its Subsidiaries shall form or acquire any new Subsidiary (which it shall only do in conformity with the provisions of this Agreement and only if no Default or Event of Default shall then be in existence or caused thereby), the Borrower, contemporaneously with the formation or acquisition of such new Subsidiary: (i) will execute and deliver, and shall cause the holders of any equity interests not owned by the Borrower to execute and deliver, such documents as shall be necessary to cause all of the Capital Stock of such new Subsidiary to be duly pledged (on a first-priority perfected basis) to secure the Secured Obligations; (ii) will cause such new Subsidiary to execute and deliver a Subsidiary Suretyship (or a joinder thereto), joinders to the Security Agreement and Pledge Agreement, UCC-1 financing statements, and such other documents as may be necessary to cause such new Subsidiary to be a guarantor of the Secured Obligations and its material assets to be pledged to secure such guaranty; (iii) will cause such new Subsidiary to deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Borrower pursuant to Section 3.1 (Conditions to Effectiveness) upon the Closing Date or as the Agent shall have reasonably requested, and to take such other action as the Agent shall request to perfect the security interest in the Capital Stock and material assets of such new Subsidiary created pursuant to the Loan Documents; and (iv) if such new Subsidiary is the owner or lessee of real estate, the Borrower shall cause such Subsidiary to comply with the provisions of Section 7.28 (Real Property).  Notwithstanding the foregoing, the Borrower shall not be required to cause BCS LLC to comply with the provisions of this Section 7.27 unless the Agent requests that the Borrower cause BCS LLC to comply with such provisions and then, only to the extent requested by the Agent, provided, however, unless and until the Agent shall have requested that BCS LLC become a Loan Party and guaranty the Secured Obligations and pledge some or all of its assets to secure such guaranty as provided in this Section 7.27, notwithstanding anything herein to the contrary, the Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, (without duplication), (i) transfer (whether by way of sale, loan, lease, gift, disposition, merger, sale of equity or otherwise) any asset to BCS LLC except in exchange for cash consideration equal to the fair market value of the asset transferred, (ii) make any Investment in BCS LLC or provide any Guaranty of or otherwise become liable for any obligations of BCS LLC, (iii) provide services to BCS LLC except in exchange for cash compensation equal to the value of the services provided, (iv) co-mingle any funds or other assets with BCS LLC, or (v) engage in any other transaction with BCS LLC on terms that are not at least as favorable to the Borrower or such Subsidiary, as applicable, as it would obtain in a comparable arm’s length transaction with an unrelated third party; except that the Borrower and its Subsidiaries may (x) make the initial investment in BCS LLC as is described in the definition of BCS Acquisition, (y) purchase or repay some or all of the debt described in the definition of BCS Acquisition so long as the purchase or repayment is for no more than the aggregate principal amount of such debt, together with the amount of accrued interest and fees thereon, and (z) purchase goods or services from BCS LLC on terms that are at least as favorable to the

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Borrower or such Subsidiary, as applicable, as it would obtain in a comparable arm’s length transaction with an unrelated third party.

7.28         Real Property.

Without limiting any other restrictions set forth in this Agreement, if the Borrower or any of its Subsidiaries at any time acquires or otherwise comes to own or lease any Material Real Property, the Borrower or applicable Subsidiary shall promptly execute and deliver to the Agent such mortgages or leasehold mortgages, as applicable, in form and substance reasonably satisfactory to the Agent, as may be necessary to cause the Agent to have a first-priority Lien in such property.  In addition, the Borrower shall deliver such opinions of counsel, environmental reports, flood certifications, title commitments and insurance policies, surveys, lease agreements, landlord consents and waivers, mortgagee waivers and other instruments, agreements, documents and certificates as may be reasonably requested by the Agent in connection therewith, all in form and substance reasonably satisfactory to the Agent.  In addition, the Borrower shall notify the Agent if it or any of its Subsidiaries has, at any time, inventory or other assets with a value in excess of $1,000,000 at a location not owned or leased by the Borrower or such Subsidiary and not listed on Schedule 4.6 hereto (other than a location of a contracted construction job in progress).  In that event, the Borrower shall use commercially reasonable efforts to deliver to the Agent a bailee acknowledgement and agreement in form and substance satisfactory to the Agent with respect to such location.

7.29         Primary Operating Accounts.  The Borrower shall maintain its primary operating accounts with the Agent.  At all times after 60 days following the Closing Date, at the request of the Agent, the Borrower shall cause to be delivered account control agreements, in form and substance satisfactory to the Agent, for any deposit account of the Borrower or any of its Subsidiaries (a) not maintained with the Agent, (b) with an average monthly balance in excess of $400,000 at any time and (c) for which the Agent does not already have an account control agreement.  In addition, at all times after 60 days following the Closing Date, the Borrower shall cause to be delivered to the Agent such other account control agreements as shall be necessary to ensure that, in the aggregate, there do not exist deposit accounts of the Borrower and its Subsidiaries (other than accounts maintained at the Agent or accounts for which there are in effect account control agreements in form and substance satisfactory to the Agent), that have average monthly balances, in the aggregate, in excess of $2,000,000.

7.30         Compliance with Section 409A of the Code.

The Borrower shall, and shall cause its Subsidiaries, to administer all plans, agreements and other arrangements which are subject to Section 409A of the Code in good faith compliance with Section 409A of the Code and applicable guidance thereunder through December 31, 2008 and to amend all such plans, agreements and other arrangements on or before December 31, 2008 to comply with Section 409A of the Code and the final regulations issued thereunder.

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7.31         Post Closing Covenants.

7.31.1  Real Estate Documentation.  As soon as practical, and in any event no later than sixty (60) days after the Closing Date (as the same may be extended by the Agent in its reasonable discretion), the Borrower shall provide appraisals, surveys (if available) and engineering reports (if available) for all of the Material Real Property of the Borrower and its Subsidiaries, all of which shall be in form and substance satisfactory to the Co-Lead Arrangers and shall not evidence any Default;

7.31.2  Bank Accounts.  As soon as practical, and in any event no later than sixty (60) days after the Closing Date (as the same may be extended by the Agent in its sole discretion), the Borrower shall cause all of Stabler’s and its subsidiaries’ material bank accounts to be (i) closed, (ii) moved to the Agent or (iii) made subject to an account control agreement to the extent required pursuant to Section 7.29;

7.31.3  Corporate Restructuring.  As soon as practical, and in any event no later than one hundred eighty (180) days after the Closing Date (as the same may be extended by the Agent in its reasonable discretion), the Borrower shall cause each of (i) State Aggregates and (ii) Stabler Construction Company to be fully dissolved. The Borrower shall not, and shall not permit any Subsidiary to, make any Investment in or transfer any assets to such Persons other than such amounts as are required to wind up, liquidate and terminate such Persons.

7.32         Further Assurances.

At its sole cost and expense, upon the reasonable request of the Agent, the Borrower shall, and shall cause each Subsidiary to, execute and deliver to the Agent and the Lenders such further instruments and do or cause to be done such further acts as may be necessary or proper in the reasonable opinion of the Agent to carry out more effectively the provisions and purpose of this Agreement and the other Loan Documents.

ARTICLE 8

EVENTS OF DEFAULT

8.1           Events of Default.

“Event of Default” wherever used herein means any one of the following events (whatever the reason for such Event of Default, whether it shall be voluntary or involuntary or be effected by operation of Law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental instrumentality):

8.1.1  Failure to Pay Principal or Reimbursement Obligations.  If the Borrower shall fail to make any payment of (a) the principal of the Loans on the dates when the same shall become due and payable, whether at stated maturity or at a date fixed for any installment or prepayment thereof or otherwise or (b) reimbursement obligations in respect of Letters of Credit on the dates when the same shall become due and payable, it being understood that the failure to pay such reimbursement obligations shall not constitute an Event of Default to the extent an RC Loan is deemed made in respect of Available RC Commitment under Subsection 2.1.2 (Reimbursement Obligations) in payment of such reimbursement obligations; or

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8.1.2  Failure to Pay Interest, Fees, Etc.  If the Borrower shall fail to make any payment of interest on the Loans, the Commitment Fees, or any other amounts owing hereunder (other than principal of the Loans and reimbursement obligations in respect of Letters of Credit) on the dates when such interest, Commitment Fees or other amounts shall become due and payable, and such failure continues for more than two (2) Business Days; or

8.1.3  Cross-Default to Indebtedness.  (a) If the Borrower or any of its Subsidiaries shall default (as payor or guarantor or other surety) in the payment of any Indebtedness (other than obligations which are covered in Subsections 8.1.1 (Failure to Pay Principal or Reimbursement Obligations) and 8.1.2 (Failure to Pay Interest, Fees, Etc.)) and the underlying obligation with respect to which a default has occurred aggregates Two Million Dollars ($2,000,000) or more or could result in a required payment of Two Million Dollars ($2,000,000) or more or is a default under the Second Lien Facility, or (b) if any event shall occur or condition shall exist in respect of any Indebtedness referred to in clause (a) which would permit, or shall have caused, the acceleration of the payment, time for payment or maturity of any such Indebtedness; or

8.1.4  Bonding Arrangements.  (a) If any claims, individually in excess of $1,000,000 or in the aggregate, in excess of $5,000,000, shall be paid by any surety under any Bonding Arrangement or (b) if an event of default shall occur or exist under any Bonding Arrangement or any other event or condition shall occur or exist (including any claim paid under any Bonding Arrangement whether or not it constitutes an Event of Default under clause (a) above) that would entitle the surety under any Bonding Arrangement (with the giving of notice or passage of time or both) to take action against any of the Collateral; or

8.1.5  Cross-Default to Material Contracts.  Except as otherwise specified in Subsection 8.1.4 (Bonding Arrangements), if the Borrower or any of its Subsidiaries shall default in the payment when due, or in the performance or observance, of any obligation or condition, of any Material Contract, which default results in or could reasonably be expected to result in a required payment of Three Million Dollars ($3,000,000) or more or results in or could reasonably be expected to result in a Material Adverse Change, unless the existence of any such default is being contested by the Borrower or such Subsidiary in good faith by appropriate proceedings and adequate reserves in respect thereof have been established on the books of the Borrower or such Subsidiary to the extent required by GAAP; or

8.1.6  Other Cross-Defaults.  If the Borrower or any of its Subsidiaries shall default in the payment when due, or in the performance or observance, of any obligation or condition, except obligations and conditions which are covered in Subsections 8.1.1 (Failure to Pay Principal or Reimbursement Obligations), 8.1.2 (Failure to Pay Interest, Fees, Etc.), 8.1.3 (Cross Default to Indebtedness), 8.1.4 (Bonding Arrangements) and 8.1.5 (Cross Default to Material Contracts), whether now or hereafter incurred, which default results in or could result in a required payment of Two Million Dollars ($2,000,000) or more or results in or could result in a Material Adverse Change, unless the existence of any such default is being contested by the Borrower or such Subsidiary in good faith by appropriate proceedings and adequate reserves in respect thereof have been established on the books of the  Borrower or such Subsidiary to the extent required by GAAP; or

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8.1.7  Misrepresentations.  If any representation or warranty made by any Loan Party in this Agreement or in any other Loan Document, shall be false or misleading in any material respect when made or, pursuant to Subsection 3.2.5 (Method of Certifying Certain Conditions), deemed made; or

8.1.8  Certain Covenant Defaults.  If there shall occur a default in the due performance or observance of any term, covenant or agreement to be performed or observed pursuant to any of (a) Subsections 5.1.1 (Delivery of Monthly Financial Report) through 5.1.5 (SEC Filings, Etc.), Subsection 5.1.8 (Field Examinations) and Section 5.2 (Notice of Defaults) of Article 5 (Reporting Requirements and Notices), (b) Article 6 (Financial Covenants), or (c) Sections 7.1 (Indebtedness) through 7.11 (Payment of Taxes and Claims), 7.14 (Insurance), 7.17 (Inspection), 7.19 (Type of Business) through 7.24 (Limitations on Certain Restrictive Provisions), and 7.31 (Post Closing Covenants) of Article 7 (Business Covenants); or

8.1.9  Other Covenant Defaults.  If there shall occur any default in the due performance or observance of any term, covenant or agreement to be performed or observed pursuant to the provisions of this Agreement, other than as provided in Subsections 8.1.1 (Failure to Pay Principal or Reimbursement Obligations), 8.1.2 (Failure to Pay Interest, Fees, Etc.) and 8.1.8 (Certain Covenant Defaults), or any other Loan Documents, and, if capable of being remedied, such default shall continue unremedied for 45 days after the commencement of such default; provided, however, that, no such default under Section 7.26 (Environmental Matters) shall constitute an Event of Default unless such default, singly or in the aggregate with all other defaults under said Section 7.26, could reasonably be expected to result in an Environmental Material Adverse Change: or

8.1.10  Validity of Loan Documents; Security.  If the validity of this Agreement or any of the other Loan Documents shall have been challenged or disaffirmed by or on behalf of any of such parties thereto; or if any lessor of Material Real Property shall challenge the right of the Agent to any Collateral purported to be subject to the Lien in favor of the Agent; or if, other than as a direct result of any action of the Agent, the Issuing Bank or the Lenders, any Liens created or intended to be created by any of the Loan Documents shall at any time cease to be valid and perfected first priority Liens in favor of the Agent (for the benefit of the Secured Parties), subject to no equal or prior Liens except Permitted Liens; or if any material covenant, agreement or obligation of any Loan Party contained in or evidenced by any of the Loan Documents shall cease to be enforceable in accordance with its terms; or if any Loan Document shall be cancelled, terminated, revoked or rescinded without the express prior written consent of the Majority Lenders or other applicable Lenders; or if any court or other Governmental Authority shall issue a judgment, order, decree or ruling to the effect that any material covenant, agreement or obligation of any Loan Party under any Loan Document is illegal, invalid or unenforceable; or

8.1.11  Custody or Control of Assets.  If custody or control of any substantial part of the property of the Borrower or any of its Subsidiaries shall be assumed by any Governmental Authority or any court of competent jurisdiction, or any other Person at the insistence of any Governmental Authority or any court of competent jurisdiction; or

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8.1.12  Discontinuance of Business.  If the Borrower or any of its Subsidiaries shall suspend or discontinue its business or any line thereof except, in the case of any of such Subsidiaries, pursuant to a dissolution or merger of such Subsidiary permitted by the terms of this Agreement, and, in the case of the suspension or discontinuance of any such line of business, such suspension or discontinuance results in a Material Adverse Change; or

8.1.13  Insolvency.  (a) If the Borrower or any of its Subsidiaries shall (i) make an assignment for the benefit of creditors or a composition with creditors, (ii) generally not be paying its debts as they mature, (iii) admit its inability to pay its debts as they mature, (iv) file a petition in bankruptcy, (v) become insolvent (howsoever such insolvency may be evidenced), (vi) be adjudicated insolvent or bankrupt, (vii) petition or apply to any tribunal for the appointment of any receiver, custodian, liquidator or trustee of or for it or any substantial part of its property or assets, or (viii) commence any proceeding relating to it under any bankruptcy, reorganization, arrangement, readjustment of debt, receivership, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter in effect; or (b) if there shall be commenced against the Borrower or any of its Subsidiaries any such proceeding and the same shall not be dismissed within 60 days or an order, judgment or decree approving the petition in any such proceeding shall be entered against the Borrower or any of its Subsidiaries; or (c) if the Borrower or any of its Subsidiaries shall have concealed, removed, or permitted to be concealed or removed, any part of its property, with intent to hinder, delay or defraud its creditors, or any of them, or shall have made or suffered a transfer of any of its property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar law; or (d) if the Borrower or any of its Subsidiaries shall have suffered or permitted, while insolvent, any creditor to obtain a lien upon any of its property through legal proceedings or distraint; or

8.1.14  Material Adverse Change.  If there shall occur or be threatened any event, or if there shall exist any fact or condition, including, without limitation, any loss, revocation, reduction or other impairment of any Governmental License, which could result in a Material Adverse Change; or

8.1.15  Judgments.  If any final judgment or judgments or non-appealable assessment or assessments for the payment of money in excess of Two Million Dollars ($2,000,000) in the aggregate shall be rendered against the Borrower or any of its Subsidiaries and such judgment remains either unstayed or unsatisfied for a period of 30 days or more; or

8.1.16  Change of Control.  If there shall occur a Change of Control; or

8.1.17  Interest Rate Protection Agreements; Stabler Letters of Credit.  If at any time that the Borrower or any of its Subsidiaries is a party to any Interest Rate Protection Agreement with any Swap Party, the Borrower or applicable Subsidiary shall default in any payment or performance of any obligations under any such Interest Rate Protection Agreement, regardless of the amount involved in such default or any default under the Stabler Letters of Credit; or

8.1.18  Intercreditor Agreement.  If the Intercreditor Agreement shall cease to be in full force and effect, enforceable in accordance with its terms, or if for any reason the Secured

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Obligations shall fail to be secured by the Collateral on a basis that is senior to the collateral securing the Second Lien Facility.

8.2           Acceleration; Remedies.

8.2.1  Acceleration upon Insolvency.  Upon the occurrence of any event described in Subsection 8.1.13 (Insolvency), the entire unpaid principal balance of the Notes, and interest accrued and premium, if any, thereon, and any unpaid accrued Commitment Fees and all other amounts accrued hereunder or under the other Loan Documents, shall be immediately due and payable by the Borrower and the Commitments shall terminate without presentation, demand, protest, notice of protest or other notice of dishonor of any kind, all of which are hereby expressly waived by the Borrower.

8.2.2  Acceleration upon Other Defaults.  Upon the occurrence of any Event of Default other than any event described in Subsection 8.1.13 (Insolvency), or at any time thereafter if any Event of Default shall then be continuing, the Agent may (and shall if directed by the Majority Lenders) (a) by written notice to the Borrower, declare the entire unpaid principal balance or any portion of the principal balance of all or any of the Notes, and interest accrued and premium, if any, thereon and any unpaid accrued Commitment Fees and all other amounts accrued hereunder or under the other Loan Documents, to be immediately due and payable by the Borrower, and/or (b) terminate the Commitments.

8.2.3  Remedies in General.  In the event of acceleration pursuant to Subsection 8.2.1 (Acceleration upon Insolvency) or Subsection 8.2.2 (Acceleration upon Other Defaults), all principal and interest, premium, fees, and other amounts shall thereupon become and be immediately due and payable, without presentation, demand, protest, notice of protest or other notice of dishonor of any kind, all of which are hereby expressly waived by the Borrower; and the Agent (acting directly or through appointment of one or more trustees of the Agent’s choosing) may proceed to protect and enforce its rights and those of the Issuing Bank and the Lenders under the Loan Documents in any manner or order it deems expedient without regard to any equitable principles of marshalling or otherwise.  In addition to all other rights hereunder or under Law, the Agent shall have the right to institute proceedings in equity or other appropriate proceedings for the specific performance of any covenant or agreement made in any of the Loan Documents or for an injunction against the violation of any of the terms of any of the Loan Documents or in aid of the exercise of any power granted in any of the Loan Documents or by Law or otherwise.  Further, the Agent shall be entitled to the appointment of a trustee or receiver for all or any part of the businesses of the Borrower or any of its Subsidiaries, which trustee or receiver shall have such powers as may be conferred by the appointing authority.  All rights and remedies given by this Agreement, the Notes and the other Loan Documents are cumulative and not exclusive of any of such rights or remedies or of any other rights or remedies available to the Agent, the Issuing Bank or any Lender, and no course of dealing between the Borrower or any of its Subsidiaries, on one hand, and the Agent, the Issuing Bank or any Lender, on the other hand, or any delay or omission in exercising any right or remedy shall operate as a waiver of any right or remedy, and every right and remedy may be exercised from time to time and as often as shall be deemed appropriate by the Agent.

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8.3           Proceeds of Collateral.

Following an Event of Default and acceleration of the Obligations, the Agent shall apply proceeds of Collateral as follows:

First, to payment of that portion of the Secured Obligations constituting fees, expenses (including, without limitation, expenses relating to attorneys’ fees and other professionals’ fees), indemnities and other amounts due to the Agent in its capacity as such;

Second, to payment of that portion of the Secured Obligations constituting accrued and unpaid interest and accrued and unpaid Commitment Fees or other fees, ratably amongst the Secured Parties in proportion to the respective amounts described in this clause “Second” due to them;

Third, to payment of that portion of the Secured Obligations constituting unpaid principal of the Loans and reimbursement obligations under Letters of Credit, ratably amongst the Lenders in proportion to the respective amounts described in this clause “Third” due to them;

Fourth, to payment of all other Secured Obligations, ratably amongst the Secured Parties in proportion to the respective amounts described in this clause “Fourth” due to them; and

Fifth, to payment of the secured obligations arising under the Second Lien Facility; and

Finally, the balance, if any, after all of the Secured Obligations have been satisfied and the secured obligations under the Second Lien Facility have been satisfied, to the Borrower or its applicable Subsidiary or as otherwise required by Law.

For purposes of this Section 8.3, if there are Secured Obligations arising out of Interest Rate Protection Agreements, the Agent shall determine whether such obligations are most appropriately characterized as interest, principal, fees or other and shall add those obligations to the appropriate category above.  Any determination of the Agent in this regard shall be conclusive absent manifest error, provided, however, that the characterization of such obligations shall be the same with respect to all Secured Parties.  By way of example, the Agent may determine that (a) obligations such as the net amount of Settlement Amounts (as defined in the 1992 form of Master Agreement (Multicurrency — Cross Border) or the 1992 form of Master Agreement (Local Currency — Single Jurisdiction) published by the International Swaps and Derivatives Association or any successor forms) owing by the Borrower to the relevant Secured Party (as reduced by the net amount of Unpaid Amounts (as so defined), if any, or owing by the relevant Secured Party to the Borrower shall be treated, for purposes of this Section 8.3, as principal on the Loans, and (b) Unpaid Amounts, interest on Unpaid Amounts and interest on Settlement Amounts owing by Borrower to the relevant Secured Party shall be treated, for purposes of this Section 8.3, as interest.

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ARTICLE 9

DEFINITIONS

9.1           Defined Terms.

As used in this Agreement, the following terms shall have the meanings specified in this Section 9.1 unless the context otherwise requires.

Accepting Lenders: the meaning specified in Subsection 1.7.5 (Term Loan B Opt-Out).

Account Debtor:  the meaning specified for such term under the Uniform Commercial Code, but in any event shall include, but not be limited to, each Person obligated on an Account Receivable.

Account Receivable:  the meaning specified for “Account” under the Uniform Commercial Code and includes (a) retainages held under any contracts and (b) the rights to payment arising out of performed but unbilled work.

Accounting Month:  each “accounting month” as designated by the Borrower at the commencement of each fiscal year consisting of four or five weeks and ending on a Saturday, which day is generally the closest Saturday to the end of a calendar month.

Accumulated Funding Deficiency:  any accumulated funding deficiency as defined in Section 302(a) of ERISA.

Acquisition:  (a) any acquisition by the Borrower or any of its Subsidiaries of an interest in any other Person that shall then become Consolidated with the Borrower and its Subsidiaries in accordance with GAAP, or (b) any acquisition by the Borrower or any of its Subsidiaries of all or any substantial part of the assets of any other Person or of a division or line of business of any other Person, in any case, whether by purchase, lease, exchange, issuance of equity or debt securities, merger, reorganization or any other method; provided, however, any purchase of undeveloped land (or land on which no commercial enterprise is being conducted) that is treated as a Capital Expenditure shall not be deemed to be an “Acquisition.”

Actual Value:  with respect to an Operating Lease, the amount determined from time to time by taking the remaining term of the Operating Lease in months, dividing such number of months by the total number of months of the term of the Operating Lease, and multiplying the result by the original cost of the item which is subject to the Operating Lease.

Adjusted LIBOR:  the rate per annum (rounded upwards if necessary to the nearest one-hundredth of one percent) determined by the Agent to be equal to the quotient of (a) LIBOR, divided by (b) a number equal to 1.00 minus the Reserve Percentage.

Administrative Questionnaire:  an Administrative Questionnaire in a form supplied by the Agent.

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Affiliate:  with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.  “Control” means (a) the power to vote five percent (5%) or more of the securities or other equity interests of a Person having ordinary voting power, or (b) the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.  “Controlling” and “Controlled” have meanings correlative thereto.  For the avoidance of doubt, Rock Solid Insurance shall be deemed to be an Affiliate of the Borrower and its Subsidiaries.

Agent:  the meaning specified in the preamble to this Agreement.

Agreement:  this Second Amended and Restated Credit Agreement, as amended, restated, modified or supplemented from time to time.

Applicable Commitment Fee Rate:  the meaning specified in Subsection 1.11.1 (Commitment Fees).

Applicable Margin:  the meaning specified in Subsection 1.12.2 (Applicable Margin).

Applicable Percentage:  with respect to any Lender, the percentage obtained by dividing (x) the sum of the RC Commitment of such Lender (or, in the event the RC Commitment shall have been terminated, the then outstanding principal amount of such Lender’s RC Loans), plus the then outstanding principal amount of such Lender’s Term Loans, by (y) the sum of the RC Commitment of all Lenders (or, in the event the RC Commitment shall have been terminated, the then outstanding principal amount of the RC Loans of all Lenders), plus the then outstanding principal amount of the Term Loans of all Lenders.

Applicable Recapture Rate:  the meaning specified in Subsection 1.7.2 (Excess Cash Flow).

Approved Fund:  any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

Assignment and Assumption:  an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Subsection 11.5.2 (Assignments by Lenders)), and accepted by the Agent, in substantially the form of Exhibit L or any other form approved by the Agent.

Available RC Commitment:  the meaning specified in Subsection 1.1.2 (Available RC Commitment).

Average Indebtedness:  for any period, means, (a) with respect to Indebtedness under the RC Commitment, the average daily outstanding principal amount of the RC Loans during such period and, (b) with respect to all other Indebtedness, including, without limitation,

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Indebtedness in respect of the Pre-Qualification Line, the outstanding principal amount of such Indebtedness (or the equivalent amount for lease obligations) at the end of such period.

Base Rate:  the higher of (a) the variable per annum rate of interest so designated from time to time by the Agent as its prime rate (which rate is a reference rate and does not necessarily represent the lowest or best rate being charged to any customer) and (b) the Federal Funds Rate plus one-half of one percent (½%).

Base Rate Loans:  Loans bearing interest at a rate equal to the Base Rate plus the Applicable Margin.

BCS Acquisition:  the acquisition by BCS LLC of (a) the real property located at 150 Gemcor Dr. in West Seneca, New York, consisting of approximately 8.7 acres.

BCS LLC:  Acme Land Acquisition, LLC, a single-member limited liability company formed by Buffalo Crushed Stone, Inc. to consummate the BCS Acquisition.

Bonding Arrangements:  indemnity agreements and other contracts, agreements and instruments entered into with any bonding company respecting construction contracts or other obligations or agreements of the Borrower or its Subsidiaries.

Borrower:  the meaning specified in the preamble to this Agreement.

Borrower Required Payment:  the meaning specified in Subsection 1.15.2 (Payments by Borrower; Presumptions by Agent).

Borrower Taxes:  (without duplication) (a) all Taxes payable by the Borrower and its Subsidiaries and (b) permitted Restricted Payments payable in respect of Taxes of the shareholders of the Borrower.

Borrowing Base:  at any time, an amount equal to the sum of (a) eighty-five percent (85%) of all Eligible Accounts Receivable of the Borrower and its Subsidiaries, plus (b) sixty percent (60%) of all Eligible Inventory of the Borrower and its Subsidiaries, valued in accordance with GAAP.

Borrowing Base Certificate:  a full and complete certificate in the form attached hereto as Exhibit M, certified as true, correct and complete by the Borrower’s Chief Executive Officer or Chief Financial Officer.

Business Day:  any day other than a Saturday, Sunday or day which shall be in the Commonwealth of Pennsylvania a legal holiday or day on which banking institutions are required or authorized to close.

Capital Expenditures:  for any period the sum of (without duplication) (a) all expenditures during such period for fixed or capital assets (including, but not limited to, the purchase, construction or rehabilitation of equipment or other physical assets) that are required to be

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capitalized under GAAP, whether or not financed, and (b) all expenditures during such period in respect of Synthetic Leases, for property, plant and equipment; provided, however, that the purchase price of any Permitted Acquisition shall not constitute a Capital Expenditure.

Capital Lease:  any lease which is required to be capitalized on the balance sheet of the lessee in accordance with GAAP, including Statement No. 13 of the Financial Accounting Standards Board.

Capital Lease Obligation:  with respect to any Capital Lease, the amount of the obligation of the lessee thereunder which would in accordance with GAAP appear on a balance sheet of such lessee in respect of such Capital Lease or otherwise be disclosed in a note to such balance sheet.

Capital Stock:  any class of preferred, common or other capital stock, share capital or similar equity interest of a Person, including, without limitation, any partnership interest in any partnership or limited partnership and any membership interest in any limited liability company.

CERCLA:  the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended from time to time, and all rules and regulations promulgated in connection therewith.

Change in Law:  the occurrence, after the date of this Agreement, of any of the following:  (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority.

Change of Control:

(a)           any person or group of persons (within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended) other than the Detwiler Family, shall obtain ownership or control in one or more series of transactions of more than fifty percent (50%) of the voting power of the Borrower entitled to vote in the election of members of the board of directors of the Borrower or Persons performing similar functions; or

(b)           there shall have occurred under any indenture or other instrument evidencing any Indebtedness in excess of $1,000,000 any “change in control” or “change of control” or similar term (as defined in such indenture or other evidence of Indebtedness) obligating the Borrower to repurchase, redeem or repay all or any part of the Indebtedness or Capital Stock provided for therein.

Clean-down Period:  the meaning specified in Subsection 1.5.3 (Clean-down Period).

Closing Date:  the meaning specified in Section 3.1 (Conditions to Effectiveness).

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Closing Date Net Worth:  the Net Worth of the Borrower and its Subsidiaries, on a Consolidated basis, as of February 28, 2007, as set forth in the financial statements delivered pursuant to Subsection 5.1.3 (Delivery of Annual Financial Statements).

CNA Parties:  CNA Surety, and certain affiliates thereof that, from time to time, provide bonding services to the Borrower and/or its Subsidiaries.

Co-Lead Arrangers and Co-Lead Arranger:  M&T and National City, together and individually, in each case, so long as it is a Lender.

COBRA:  the group health plan continuation coverage requirements of Section 4980B of the Code and Part 6 of Subtitle B of Title I of ERISA.

Code:  the Internal Revenue Code of 1986, as amended, or its predecessor or successor, as applicable, and any Treasury regulations, revenue rulings or technical information releases issued thereunder.

Collateral:  all property of any sort in which any Loan Party has granted, or purported to grant, a security interest or other Lien pursuant to any of the Loan Documents.

Collateral Agency Agreement:  the meaning specified in Subsection 3.1.32 (Collateral Agency Agreement) hereof.

Commitments:  the collective reference to the RC Commitment, the Term Loan A Commitment and Term Loan B Commitment.

Commitment Fee:  the meaning specified in Subsection 1.11.1 (Commitment Fees).

Commitment Fee Base:  an amount at any time equal to (a) the amount of the RC Commitment less (b) the sum of the aggregate principal amount of outstanding RC Loans, the aggregate face amount of outstanding Letters of Credit (to the extent such face amount is undrawn) and any Unreimbursed Drawings in respect of Letters of Credit.  Outstanding Swing Loans shall not reduce the Commitment Fee Base.

Consolidated:  with respect to any Person and any specified Subsidiaries, refers to the consolidation of financial statements of such Person and such Subsidiaries and of particular items in such financial statements in accordance with GAAP.

Consolidating:  with respect to any Person and any specified Subsidiaries of such Person, refers to the separate presentation of financial statements of each such Person and its Subsidiaries in accordance with GAAP.

Cumulative Net Income:  as at any date of determination, Net Income after Borrower Taxes (but without deduction for any loss) of the Borrower and its Subsidiaries, on a

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Consolidated basis, for the period commencing on March 1, 2007 and ending on such date of determination.

Default:  any condition or event which, with notice or lapse of time or both, would become an Event of Default.

Default Rate:  the meaning specified in Subsection 1.12.6 (Default Rate).

Designated Person: the meaning specified in Section 4.26 (Foreign Assets Control Regulations, Etc.).

Detwiler Family:  collectively, (1) Paul Detwiler and/or Dale Detwiler, (2) any spouse of Paul Detwiler or Dale Detwiler, (3) descendants, and spouses of descendants, of Paul Detwiler or Dale Detwiler, (4) any trust established for the benefit of one or more of the foregoing individuals (so long as the trustee of such trust is either a financial institution or similar fiduciary (or a trust officer at a financial institution or similar fiduciary) or one or more of the foregoing individuals), (5) any corporation, partnership, limited liability company or other entity that is 100% owned and controlled by one or more of the foregoing individuals and/or trusts, and (6) upon the death of any of the foregoing individuals, the personal representative, executor or administrator of such deceased individual’s estate.

Disqualified Stock:  with respect to any Person, any Capital Stock which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable):  (a) matures or is mandatorily redeemable for any reason, (b) is convertible or exchangeable for Indebtedness or Disqualified Stock, or (c) is redeemable at the option of the holder thereof, in whole or in part, in each case, on or prior to the first anniversary of the stated maturity of the Notes.

Dollars and $:  dollars in lawful currency of the United States of America.

EBITDAR:  for any Person for any period, the Net Income of such Person for such period plus the sum of the following (to the extent deducted in the computation of such Net Income and without duplication):  (a) depreciation expense and cost depletion; (b) amortization expense; (c) Interest Expense; (d) Borrower Taxes (but, if there is a net tax benefit, such tax benefit shall be deducted from Net Income in calculating EBITDAR); and (e) Synthetic Lease Expense and Operating Lease Expense.

Eligible Account Receivable:  an Account Receivable of a Person that is not outstanding for more than 120 days from its due date.

Eligible Assignee:

(a)           a Lender;

(b)           an Affiliate of a Lender;

(c)           an Approved Fund; and

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(d)           any Person (other than a natural person) approved by (i) the Agent, (ii) in the case of any assignment of a RC Commitment, the Issuing Bank, and (iii) unless an Event of Default has occurred and is continuing, the Borrower (each such approval not to be unreasonably withheld or delayed); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include the Borrower or any of the Borrower’s Affiliates or Subsidiaries.

Eligible Inventory:  all Inventory of a Person.

Employee Pension Plan:  any Plan which (a) is maintained by the Borrower, any of its Subsidiaries or any ERISA Affiliate and (b) is subject to Part 3 of Subtitle B of Title I of ERISA.

Environmental Indemnity Agreements:  the meaning specified in Subsection 3.1.10 (Second Amended and Restated Environmental Indemnity Agreements) hereof.

Environmental Laws:  any national, state or local law or regulation (including, without limitation, CERCLA, RCRA, OSHA and common law) enacted in connection with or relating to the protection or regulation of public or occupant health, safety or environment, including, without limitation, those laws, statutes, rules and regulations regulating the disposal, removal, production, storing, refining, handling, transferring, processing, or transporting of Hazardous Substances, and any regulations issued or promulgated in connection with such statutes by any Governmental Authority and any opinions, orders, decrees or judgments issued by any court of competent jurisdiction or by any Governmental Authority in connection with any of the foregoing and all terms and conditions of all Governmental Licenses.

Environmental Material Adverse Change:  the following costs, expenses, obligations or liabilities of any nature, contingent (to the extent of the reasonable assessment of such contingent liability) or matured (collectively, “liabilities”), which, in the aggregate for all such liabilities incurred or to be incurred (to the extent not covered by Insurance or not previously paid), at any one time exceed or could reasonably be expected to exceed $5,000,000 or (to the extent not covered by insurance) during the term of this Agreement exceed or reasonably could be expected to exceed $10,000,000 or, if not reasonably capable of being designated as a monetary amount, results or could reasonably be expected to result in a Material Adverse Change:  liabilities arising out of the presence, use, treatment, storage, transportation, disposal, investigation, monitoring, cleanup or contribution related to any Hazardous Substances, or any Releases, in non-compliance with, or in violation of, any Environmental Laws, including liabilities under RCRA or CERCLA or any state analog to such statute.  For purposes of this Agreement, any conditions, actions and/or inactions which result or could reasonably be expected to result in a liability described in the preceding sentence shall be aggregated to the extent stated in the preceding sentence such that each reference in this Agreement to Environmental Material Adverse Change shall be considered together such that the $5,000,000 cap at any one time shall apply to the sum of all such conditions, actions and/or inactions as to which such liabilities exist or may exist at any one time and the $10,000,000 cap over the term of this Agreement shall apply to the sum of all such conditions, actions and/or inactions as to which such liabilities arise or may arise over the term of this Agreement, regardless of how or where the same are referenced.

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ERISA:  the Employee Retirement Income Security Act of 1974, as amended, and any regulations issued thereunder by the Department of Labor or PBGC.

ERISA Affiliate:  (a) any corporation included with the Borrower in a controlled group of corporations within the meaning of Section 414(b) of the Code, (b) any trade or business (whether or not incorporated) which is under common control with the Borrower within the meaning of Section 414(c) of the Code, and (c) any member of an affiliated service group of which the Borrower is a member within the meaning of Section 414(m) of the Code.

Eurodollar Deposits:  U.S. dollar-denominated deposits at foreign banks or foreign branches of American banks.

Event of Default:  the meaning specified in Section 8.1 (Events of Default).

Excess Cash Flow:  for any fiscal year, (a) EBITDAR, minus (b) Borrower’s Taxes, minus (c) Fixed Charges, minus (d) Non-Financed Capital Expenditures, minus (e) prepayments made pursuant to Subsection 1.6.3 (Voluntary Prepayments of Term Loans), in each case as determined for the Borrower and its Subsidiaries, on a Consolidated basis.

Excluded Key-Man Policies:  the cash surrender value on proceeds of any key-man life insurance policies on the lives of the shareholders of the Borrower party to the Stock Restriction and Management Agreement dated as of March 1, 1990 among the Borrower and such shareholders, if, and to the extent, that such agreement prohibits any other Liens on such policies.

Excluded Taxes:  with respect to the Agent, any Lender, the Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which the Borrower is located, (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Subsection 1.18.2 (Replacement of Lenders)), any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new lending office) or is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with Subsection 1.17.5 (Status of Lenders), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Subsection 1.17.1 (Payments Free of Taxes) and (d) back-up withholding taxes.

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Executive Order:  the Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, and relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism.

Existing Credit Agreement:  the meaning set forth in the Background hereof.

Existing PA Mortgages:  the meaning specified in Subsection 3.1.8(a) (Mortgages) hereof.

Federal Funds Rate:  for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next Business Day as so published on the next succeeding Business Day, and (b) if such rate is not so published for any day, the Federal Funds Rate for such day shall be the average rate charged to the Agent on such day on such transactions as determined by the Agent.

Fee Mortgages:  the meaning specified in Subsection 3.1.8(b) (Mortgages) hereof.

First Offer: the meaning specified in Subsection 1.7.5 (Term Loan B Opt-Out).

Fixed Charge Coverage Ratio:  as of the end of any applicable fiscal quarter, the ratio of (1) EBITDAR minus (a) the lesser of (i) Non Financed Capital Expenditures for the four fiscal quarters then ending and (ii) the Maximum Capital Expenditures at such date minus (b) Borrower Taxes (including franchise taxes paid in cash and permitted Restricted Payments payable in respect of shareholder tax liability except that, in the calculation of the Fixed Charge Coverage Ratio for the period ending February 28, 2008, Restricted Payments in the amount equal to $3,079,820 made in April 2007 in connection with Borrower Taxes, shall not be deducted from EBITDAR) paid in cash to (2) Fixed Charges for the four fiscal quarters then ending.

Fixed Charges:  for any period, the sum of the following determined on a Consolidated basis, without duplication, for the Borrower and its Subsidiaries: (a) Interest Expense paid in cash, (b) Scheduled Principal Payments, (c) Synthetic Lease Expense and Operating Lease Expense, in each case, paid in cash and (d) Restricted Payments representing distributions in excess of shareholder tax liability.

Foreign Lender:  any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.  For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

Fronting Fee:  the meaning specified in Subsection 2.1.6 (Fees).

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Fund:  any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

GAAP:  generally accepted accounting principles in the United States consistently applied, as in effect from time to time.

Governmental Authority:  the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

Governmental License:  any permit, consent, approval, registration, license or authorization of, or issued by, any Governmental Authority required to own or operate a quarry or engage in any other Permitted Business.

Granting Lender:  the meaning specified in Subsection 1.16.2 (Special Purpose Funding Vehicle).

Guaranty:  as applied to any Person, any direct or indirect liability, contingent or otherwise, of such Person with respect to any indebtedness, lease, dividend or other obligation of another Person, including, but not limited to, any such obligation directly or indirectly guaranteed, endorsed (otherwise than for collection or deposit in the ordinary course of business) or discounted or sold with recourse by such Person, or in respect of which such Person is otherwise directly or indirectly liable, including, but not limited to, any such obligation in effect guaranteed by such Person through any agreement (contingent or otherwise) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), or to maintain the solvency or any balance sheet or other financial condition of the obligor of such obligation, or to make payment for any products, materials or supplies or for any transportation or services regardless of the non-delivery or non-furnishing thereof, in any such case if the purpose or intent of such agreement is to provide assurance that such obligation will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such obligation will be protected against loss in respect thereof.

Hazardous Substances:  any and all chemicals, pollutants, contaminants, toxic or hazardous wastes or any other substances that might pose a hazard to health or safety or the environment, the removal of which may be required or the generation, manufacture, refining, production, processing, treatment, storage, handling, transportation, transfer, use, disposal, release, discharge, spillage, seepage or filtration of which is or shall be restricted, prohibited or penalized by any Environmental Law (including, without limitation, petroleum products, asbestos, urea formaldehyde foam insulation, lead based paint and polychlorinated biphenyls and substances defined as Hazardous Substances under CERCLA).

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Headquarters Lease:  the Amended and Restated Lease Agreement dated as of February 28, 2003 but effective as of February 15, 2001 between South Woodbury and the Borrower, with respect to the real property commonly known as 3912 Brumbaugh Road, New Enterprise, Pennsylvania 16664, as amended, modified or supplemented from time to time.

IEEPA:  the International Emergency Economic Power Act, 50 U.S.C. §1701 et. seq.

Indebtedness:  with respect to any Person (without duplication):

(c)           all indebtedness of such Person for borrowed money;

(d)           all obligations of such Person for the deferred purchase price of property or services (other than trade payables in the ordinary course of business where the purchase price for the property or services is payable and paid not more than ninety (90) days after the date of incurrence of the obligation in respect thereof);

(e)           all obligations of such Person evidenced by notes, bonds (other than obligations in respect of Bonding Arrangements under which no claims have been paid by the applicable surety), debentures or other similar instruments;

(f)            obligations in respect of Bonding Arrangements under which claims have been paid by the applicable surety;

(g)           all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property) and all other indebtedness secured by a Lien on the property or assets of such Person;

(h)           all Capital Lease Obligations of such Person;

(i)            all obligations, contingent or otherwise, of such Person under acceptance, letter of credit or similar facilities;

(j)            all obligations in respect of Disqualified Stock or other obligations of such Person to purchase, redeem, retire, defease or otherwise acquire for value any Capital Stock of such Person or any warrants, rights or options to acquire such Capital Stock, which obligations shall be valued, in the case of redeemable preferred stock, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends and, in the case of other such obligations, at the amount that, in light of all the facts and circumstances existing at the time of determination, can reasonably be expected to become payable;

(k)           all obligations of such Person under Interest Rate Protection Agreements;

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(l)            a Guaranty of such Person other than any such Guaranty of obligations of any Subsidiary of such Person to the extent such obligations of such Subsidiary do not constitute Indebtedness;

(m)          all Indebtedness referred to in clauses (a) through (j) above secured by (or which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property (including, without limitation, accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness;

(n)           all payments required by such Person under non-compete agreements;

(o)           the Indebtedness of any partnership or unincorporated joint venture in which such Person is a general partner or joint venturer that is liable for the obligations of the partnership or unincorporated joint venture (to the extent of such liability);

(p)           the Actual Value of any and all Operating Leases to which such Person is a party respecting property, plant and equipment; and

(q)           all obligations of such Person under Synthetic Leases and all other obligations of such Person that are the functional equivalent of the Indebtedness referred to in clauses (a) through (n) above.

Notwithstanding the foregoing definition, Indebtedness of the Borrower shall not include (a) any contingent obligations in respect of the put rights under the NESL Shareholders’ Agreement described on Schedule 4.1.2 hereto to the extent that such put rights do not require any payments to be made if the same would violate the provisions of this Agreement and are not in fact exercised or are to be funded out of the proceeds of any Excluded Key-Man Policies or (b) any obligations set forth on Schedule 4.29 in respect of the Amended and Restated Stabler Companies Inc. Performance Share Plan and the Amended and Restated Stabler Companies Inc. Non-Employee Director Deferred Compensation Performance Share Plan.

Indemnified Taxes:  Taxes other than Excluded Taxes.

Indemnitee:  the meaning specified in Subsection 11.13.2 (Indemnification by the Borrower).

Insurance:  commercial insurance but excluding Bonding Arrangements or other types of indemnification where the insured is responsible to reimburse the surety for claims paid or made.

Intellectual Property:  the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including, without limitation, (a) all copyrights arising under the laws of the United States, any other country or any political subdivision thereof, whether registered or unregistered and whether published or unpublished, all registrations and recordings thereof, and

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all applications in connection therewith, including, without limitation, all registrations, recordings and applications in the United States Copyright Office, (b) all letters patent of the United States, any other country or any political subdivision thereof, all reissues and extensions thereof, and all applications for letters patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof, (c) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade dress, service marks, logos, domain names and other source or business identifiers, and all goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof, or otherwise, and all common law rights related thereto, (d) all trade secrets arising under the laws of the United States, any other country or any political subdivision thereof, (e) all rights to obtain any reissues, renewals or extensions of the foregoing, (f) all licenses for any of the foregoing, and (g) all causes of action for infringement of the foregoing.

Intellectual Property Collateral Agreement:  the meaning specified in Subsection 3.1.7 (Amended and Restated Intellectual Property Collateral Agreement) hereof.

Intercreditor Agreement:  the meaning specified in Subsection 3.1.15 (Intercreditor Agreement).

Interest Expense:  for any period, the sum of (a) the amount of interest accrued on, or with respect to, Indebtedness for such period, including, without limitation, imputed interest on Capital Leases and imputed or accreted interest in respect of deep discount or zero coupon obligations, plus (b) the net amount payable under all Interest Rate Protection Agreements in respect of such period (or minus the net amount receivable under all Interest Rate Protection Agreements in respect of such period) plus (c) Commitment Fees payable during such period plus (d) Letter of Credit Fees payable during such period.  For purposes of calculating Interest Expense, it shall be assumed that any Guaranties constituting Indebtedness will require payments of interest, if any, in the amounts as called for in the underlying obligation which is the subject of the Guaranty.

Interest Period:  the meaning specified in Subsection 1.12.4 (LIBOR Election).

Interest Rate Protection Agreement:  (a) any agreement (including terms and conditions incorporated by reference therein) which is a rate swap agreement, basis swap, forward rate agreement, commodity swap, interest rate option, forward foreign exchange agreement, spot foreign exchange agreement, rate cap agreement, rate floor agreement, rate collar agreement, currency swap agreement, cross-currency rate swap agreement, currency option, or any other similar agreement (including any option to enter into any of the foregoing), (b) any combination of the foregoing, or (c) any master agreement for any of the foregoing together with all supplements.

Inventory:  the meaning specified for such term under the Uniform Commercial Code.

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Investment:  as applied to any Person, any direct or indirect purchase or other acquisition by such Person of Capital Stock or other securities of any other Person, or any direct or indirect loan, advance or capital contribution by such Person to any other Person, including all Indebtedness and accounts receivable from such other Person which are not current assets or did not arise from sales to such other Person in the ordinary course of business.  In any calculation of the value of an Investment, the following shall apply: (a) in the case of an Investment in cash, the value shall be the amount of such cash; (b) in the case of an Investment in the form of any asset other than cash, the value shall be the highest of the following values: (i) the most recent appraised value of such asset, if any, (ii) the book value of such asset, and (iii) in the case of an asset contributed to a joint venture, the value assigned to such asset by agreement (express or implied) of the joint venturers.  For the purposes of calculating the amount of any Investment made by the Borrower or any of its Subsidiaries (the “Investor”) in Rock Solid Insurance, such amount shall be:

(1)           with respect to any loan, advance or extension of credit made by any Investor to or in Rock Solid Insurance, an amount equal to the principal amount of such loan, advance or extensions of credit made to Rock Solid Insurance, directly or indirectly, by the Investor less the amount of any repayment or prepayment of such principal amount;

(2)           with respect to any equity investment made by any Investor in Rock Solid Insurance, the amount of any capital contribution made in Rock Solid Insurance, directly or indirectly, by the Investor or the purchase price paid to Rock Solid Insurance by any Investor in respect of any Capital Stock of Rock Solid Insurance issued by Rock Solid Insurance to the Investor less the amount of any dividend or stock repurchase received on account of any such equity investment; and

(3)           with respect to any letter of credit issued for the benefit of Rock Solid Insurance, the face amount of any such outstanding letters of credit.

Issuing Bank:  M&T, in its capacity as issuer of Letters of Credit hereunder, or such other Lender designated by the Borrower and acceptable to the Agent.

Joint Venture Lender:  a bank or other financial institution that provides financing to a Permitted Joint Venture (on a non-recourse basis with respect to any Loan Party) with respect to the operations of such joint venture and that, in connection with such financing, requires a pledge of equity of the Permitted Joint Venture to secure the Permitted Joint Venture’s obligations to it.

Law:  all common law and all applicable provisions of constitutions, laws, statutes, ordinances, rules, treaties, regulations, permits, licenses, approvals, interpretations and orders of courts or Governmental Authorities and all orders and decrees of all courts and arbitrators.

Leasehold Mortgages:  the meaning specified in Subsection 3.1.8(c) (Mortgages) hereof.

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Lender and Lenders:  the respective meanings specified in the preamble to this Agreement.

Lender Addendum:  an RC Lender Addendum, Term Loan A Lender Addendum and/or Term Loan B Lender Addendum, as applicable.

Lender Required Payment:  the meaning specified in Subsection 1.16.1 (Funding by Lenders; Presumption by Agent).

Letters of Credit:  any and all letters of credit issued pursuant to this Agreement.

Letter of Credit Fees:  the meaning specified in Subsection 2.1.6 (Fees).

Letter of Credit Sublimit:  the meaning specified in Subsection 2.1.1 (Commitment to Issue Letters of Credit).

Liberty Parties:  Liberty Mutual Insurance Company and certain affiliates thereof that, from time to time, provide bonding services to the Borrower and/or its Subsidiaries.

LIBOR:  the rate per annum as determined by the British Bankers Association 11:00 a.m. London Fixing on the basis of the offered rates for deposits in Dollars, for a period of time equal to the relevant Interest Period appearing on page 3750 on the Dow Jones Market Service (formerly known as Telerate) on the day that is two London Business Days preceding the commencement of such Interest Period; provided, however, if the rate described above does not appear on the Dow Jones Market Service (formerly known as Telerate) on any applicable interest determination date, then LIBOR shall be determined by the Agent in accordance with such other method as the Agent may reasonably use to determine LIBOR for other credit facilities.  In the event that the Agent is unable to determine LIBOR as provided above, it will be deemed that LIBOR cannot be determined.

LIBOR Loans:  Loans bearing interest at a rate equal to Adjusted LIBOR plus the Applicable Margin.

Lien:  with respect to any asset, any mortgage, lien, pledge, adverse claim, charge, security interest or other encumbrance, or any other type of preferential arrangement that has the practical effect of creating a security interest, in respect of such asset.  For the purposes of this Agreement and the other Loan Documents, Borrower or any of its Subsidiaries shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, Capital Lease or other title retention agreement relating to such asset.

Loan Documents:  this Agreement, the Notes, the Security Agreement, the Subsidiary Suretyship, the Negative Pledge, the Pledge Agreement, the Intellectual Property Collateral Agreements, the Mortgages, the Environmental Indemnity Agreements, the Intercreditor Agreement, the Collateral Agency Agreement and any and all agreements, documents and instruments executed, delivered or filed pursuant to this Agreement, as the same may be amended,

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modified or supplemented from time to time.  For the sake of clarity, Interest Rate Protection Agreements and Letters of Credit are not Loan Documents, but obligations in respect thereof owing to Swap Parties (in the case of Interest Rate Protection Agreements) and the Issuing Bank and the Lenders (in the case of Letters of Credit) shall be secured by the Collateral.

Loan Parties:  the parties to this Agreement and any of the other Loan Documents, including, but not limited to, the Borrower, any Subsidiary of the Borrower, and any Management Shareholder that is a party to the Negative Pledge, but excluding the Agent, the Lenders, and the Issuing Bank.

Loans:  the amounts loaned to the Borrower pursuant to this Agreement.  Loans may be RC Loans, Swing Loans, or Term Loans.

London Business Day:  a day on which the relevant London interbank markets are open for dealings in Dollar deposits and, for all purposes hereunder other than determining LIBOR, is also other than a Saturday, Sunday or day which shall be in the Commonwealth of Pennsylvania a legal holiday or day on which banking institutions are required or authorized to close.

M&T:  the meaning specified in the preamble hereof.

Majority Lenders:  at any time, Lenders having greater than fifty percent (50%) of the Total Facility.  For purposes of this definition, “Total Facility” means, collectively, at any time (a) the RC Commitment (whether borrowed or not) and (b) the outstanding principal amount of the Term Loans, but shall exclude any RC Commitment or Term Loans of Lenders who have forfeited their right to vote under the terms of this Agreement.

Management Shareholders:  holders of Capital Stock of the Borrower who are employees of the Borrower or any of its Subsidiaries or who are otherwise involved in the management of the Borrower or its Subsidiaries or any spouse of any of the foregoing, where such Capital Stock shall be held jointly with such spouse.

Material Adverse Change:  any material adverse change in

(r)            the business, condition (financial or otherwise), operations, properties or prospects of (i) the Borrower, (ii) the Borrower and its Subsidiaries taken as a whole, or (iii) the Borrower or any of its Significant Subsidiaries, individually, if such change could result in the insolvency or dissolution (other than pursuant to a merger or dissolution permitted by this Agreement) of such Person or in the loss of control (by the current holder thereof) over such Person’s assets;

(s)           the binding nature, validity or enforceability of any of the Loan Documents;

(t)            the ability of the Borrower or any of its Material Subsidiaries to perform its obligations under any of the Loan Documents or Bonding Arrangements, in each case to which it is a party; or

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(u)           the validity, perfection, priority or enforceability of the Liens granted to Agent in respect of the Collateral.

Material Contract:  (without duplication) (a) any contract or other agreement, written or oral, of the Borrower or any of its Subsidiaries involving monetary liability (contingent or otherwise) of or to any such Person in an amount in excess of $7,000,000 per annum (other than road building or other materials supply contracts the monetary liability of or to any such Person in respect of which is in an amount in excess of $15,000,000 per annum), (b) indemnity agreements with any bonding companies, or (c) any other contract or agreement, written or oral, of the Borrower or any of its Subsidiaries the failure to comply with which could reasonably be expected to result in a Material Adverse Change.

Material Real Property:  (a) any of the parcels of real property listed on Schedule 9.1A hereto, and (b) any other real property acquired or leased after the Closing Date by the Borrower or any Subsidiary thereof which (i) acquired property has a fair market value equal to or in excess of $3,000,000, or (ii) leased property, which requires rent and other payments to the landlord in an amount equal to or in excess of $500,000 per annum.

Material Subsidiary:  any direct or indirect Subsidiary of the Borrower that owns assets with a fair market value in excess of $3,000,000.

Maturity Date:  the later of the RC Maturity Date, the Term Loan A Maturity Date and the Term Loan B Maturity Date.

Maximum Capital Expenditures:  the amount set forth in Section 6.4 (Limitation on Capital Expenditures) for the fiscal year then ending.

Minimum Funding Standard:  means, for plan years beginning after 2007, the term “minimum funding standard” within the meaning of Section 302(a)(2)(A) or (B) of ERISA.

Month:  a period from and including a given day in a calendar month to the day in the subsequent calendar month numerically corresponding to such given day except that (a) if there is no numerical correspondent in such subsequent calendar month, or (b) if such given day is the last day of a calendar month, such day shall be the last day of such subsequent calendar month.

Mortgages:  the meaning specified in Subsection 3.1.8(c) (Mortgages) hereof.

Multiemployer Plan:  a multiemployer pension plan as defined in Section 3(37) of ERISA to which Borrower, any of its Subsidiaries or any ERISA Affiliate is or has been required to contribute.

National City:  the meaning specified in the preamble hereof.

Negative Pledge:  the meaning specified in Subsection 3.1.5(a) (Second Amended and Restated Negative Pledge and Pledge Agreement) hereof.

NESL II:  NESL II, LLC, a Pennsylvania limited liability company.

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NESL Shareholders Agreement:  that certain Stock Restriction and Management Agreement dated as of March 1, 1990 among the Borrower and certain of its shareholders.

Net Income:  for any period, the aggregate net income (or loss) of the Borrower and its Subsidiaries for such period on a Consolidated basis determined in accordance with GAAP, provided, the following items (without duplication) shall be excluded from the calculation of Net Income:

(v)           items classified as extraordinary, nonrecurring or unusual gains, losses or charges, and the related tax effects, each determined in accordance with GAAP;

(w)          any non-cash write-up or write-down of assets;

(x)            the net income (but not loss) of any Subsidiary of the Borrower to the extent that the declaration of dividends, the making of intercompany loans or similar payments by that Subsidiary of that income is restricted by a contract, operation of law or otherwise;

(y)           the net income of any Person, other than the Borrower or a Subsidiary of the Borrower, except to the extent of cash dividends or distributions paid to the Borrower or a Subsidiary of the Borrower by such Person;

(z)            any restoration to income of any contingency reserve subject to a maximum of $250,000 for any trailing twelve-month period; and

(aa)         income or loss attributable to discontinued operations (including operations disposed of during such period whether or not such operations were classified as discontinued).

Net Proceeds:

(bb)         when used in respect of any sale or other disposition of assets or any casualty, condemnation or other recovery event by or with respect to the Borrower or any of its Subsidiaries, the gross proceeds received by such Person in cash (including payment in respect of deferred payment obligations but only when received in the form of cash), from such sale, disposition, casualty, condemnation, or recovery event less (i) all legal, accounting, title, recording and transfer tax expenses, commissions and other customary fees and expenses incurred and paid in cash, and all other federal, state, provincial and local taxes assessed and paid in cash, in connection therewith, (ii) the principal amount of, premium, if any, and interest on, any Indebtedness (other than the Loans) permitted by this Agreement which is secured by a Lien on the assets which are the subject of such sale, disposition, casualty, condemnation, or recovery event, which Lien is prior (and permitted under the terms of this Agreement to be prior) to the Lien granted to the Agent pursuant to the Loan Documents, and which Indebtedness is required to be repaid and is repaid in cash in connection with such event and (iii) amounts required to be held in an escrow or similar reserve account against any liabilities associated with such sale, disposition, casualty, condemnation or recovery event until such time as such amounts are

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released from the escrow or similar reserve account (at which time they shall be included as Net Proceeds); and

(cc)         when used in respect of the incurrence of Indebtedness or issuance of Capital Stock by the Borrower or any of its Subsidiaries, the gross proceeds received by such Person in cash from such incurrence or issuance less all legal expenses, commissions and other fees and expenses incurred and paid in cash in connection with the incurrence of such Indebtedness or issuance of Capital Stock.

Net Worth:  the excess of total assets over total liabilities, total assets and total liabilities each to be determined in accordance with GAAP.

Non-Financed Capital Expenditures:  all Capital Expenditures paid out of operating cash flow or the proceeds of the RC Loans.

Notes:  collectively, the promissory notes delivered by the Borrower to the Lenders (including any successors or assigns thereof) pursuant to this Agreement (including any amendments, modifications or supplements which may from time to time, be created in respect of such notes), and any replacement promissory notes issued in lieu of the foregoing.

NY Mortgages:  the meaning specified in Section 3.1.8 (Mortgages).

Obligations:  any and all indebtedness, obligations and liabilities of any type or nature, direct or indirect, absolute or contingent, related or unrelated, due or not due, liquidated or unliquidated, arising by operation of law or otherwise, now existing or hereafter arising or created of the Borrower, and/or any Subsidiary of the Borrower, and/or any other Person, to any Secured Party, represented by or incurred pursuant or relating to the Loan Documents.  Without limiting the generality of the foregoing, the term “Obligations” shall include, without limitation:

(dd)         principal of, and interest on the Loans and the Notes;

(ee)         any and all other fees, indemnities, costs, obligations and liabilities of the Borrower and its Subsidiaries from time to time under or in connection with the Loan Documents;

(ff)           all obligations of the Borrower owing to the Issuing Bank or any Lender under Letters of Credit or other debt instruments issued by the Issuing Bank or any Lender under the terms of this Agreement; and

(gg)         all amounts (including but not limited to post-petition interest) in respect of the foregoing that would be payable but for the fact that the obligations to pay such amounts are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any of its Subsidiaries.

OFAC:  the U.S. Department of Treasury’s Office of Foreign Assets Control.

Officer’s Compliance Certificate:  a certificate in the form of Exhibit K hereto.

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Operating Lease:  all leases that, in accordance with GAAP, including Statement No. 13 of the Financial Accounting Standards Board, would be classified as “operating leases” from the standpoint of the lessee and specifically excluding Capital Leases and Synthetic Leases.

Operating Lease Expense:  all expense related to Operating Leases.

Organizational Documents:  means, with respect to any Person other than a natural person, the documents by which such Person was organized (such as a certificate of incorporation, certificate of limited partnership or articles of organization, and including, without limitation, any certificates of designation for preferred stock or other forms of preferred equity) and which relate to the internal governance of such Person (such as bylaws, a partnership agreement or an operating, limited liability or members agreement).

Original Closing Date: the date that the Original Closing Agreement closed and became effective, June 30, 2004.

Original Credit Agreement: the meaning set forth in the Background hereof.

OSHA:  the Occupational Safety and Health Act, 29 U.S.C. 651 et seq.

Other Taxes:  all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

Participant:  the meaning assigned to such term in Subsection 11.5.4(a) (Participations) hereof.

PATRIOT Act:  the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56) (The USA PATRIOT Act).

PBGC:  Pension Benefit Guaranty Corporation, or any governmental agency or instrumentality succeeding to the functions thereof.

Permitted Acquisitions:  (a) the BCS Acquisition, (b) the Stabler Acquisition or (c) an acquisition by the Borrower or any Subsidiary of the Borrower of the Capital Stock or all (or any substantial part for which audited financial statements or other financial information satisfactory to the Agent is available) of the assets or property of another Person (including by merger or consolidation or by incorporation of a new Subsidiary) for up to the fair market value of the Capital Stock or property or assets so acquired; provided that, in the case of clause (c) above:

(i)            the Capital Stock or property or assets acquired in such acquisition relates to a Permitted Business engaged in on the Closing Date;

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(ii)           the representations and warranties made by the Borrower and its Subsidiaries in each Loan Document shall be true and correct in all material respects at and as of the date of such acquisition (as if made on such date after giving effect to such acquisition), except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects at and as of such earlier date);

(iii)          in the case of an acquisition of the Capital Stock of another Person, the Capital Stock acquired shall constitute 100% of the total voting securities and economic ownership interest of the issuer thereof;

(iv)          the board of directors (or other comparable governing body) of the target shall have duly approved such acquisition;

(v)           no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such acquisition and the Borrower shall have delivered to the Agent no fewer than five (5) Business Days prior to the date of the proposed acquisition (or such shorter period as the Agent may approve in writing) a pro forma Officer’s Compliance Certificate demonstrating that, upon giving effect to such acquisition on a pro forma basis (with pro forma adjustments satisfactory to the Agent), (A) the Borrower shall be in compliance with all of the financial covenants set forth in Article 6 (Financial Covenants) as of the last day of the most recent period of four consecutive fiscal quarters of the Borrower which precedes or ends on the date of such acquisition and the Agent shall have received the consolidated financial information of the type required under Subsections 5.1.2 (Delivery of Quarterly Financial Statements) and 5.1.3 (Delivery of Annual Financial Statements) for the most recent three fiscal years and most recent fiscal quarter, respectively, or, if such information is not available for such periods, then such periods as the Agent shall require and, (B) the Borrower shall be able to comply with the annual Clean-down Period;

(vi)          the Borrower will have minimum availability under the RC Commitment of not less than $50,000,000 upon giving effect to such acquisition;

(vii)         the aggregate consideration (whether paid in cash, notes or other assets) for all such acquisitions in any fiscal year shall not exceed an amount equal to $30,000,000;

(viii)        except in the case of the acquisition of the Specified Quarry Acquisition, the entity or line of business so acquired shall have generated Consolidated EBITDAR (computed in accordance with the definition thereof in this Section 9.1 (Definitions) for the entity or line of business so acquired) of not less than $500,000 for the period of four consecutive fiscal quarters which precedes or ends on the date of such acquisition;

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(ix)           the Borrower shall have delivered to the Agent no fewer than five (5) Business Days prior to the date of the proposed acquisition (or such shorter period as the Agent may approve in writing), in form and substance reasonably satisfactory to the Agent, copies of the acquisition agreement and related agreements and instruments, and all opinions, certificates and other documents reasonably requested by the Agent; and

(x)            after giving effect to such acquisition, substantially all of the property and assets acquired, or if it is an acquisition of Capital Stock of a Person, substantially all of the equity and property and assets of such Person, shall be pledged to the Agent pursuant to the Loan Documents.

Permitted Bonding Companies:  the St. Paul Parties, the Liberty Parties and other sureties that are at least substantially as credit worthy as the St. Paul Parties and Liberty Parties and that are recognized in the industry as providing bonding services that are at least substantially as favorable to construction companies as the St. Paul Parties and Liberty Parties; provided, however, that if and only if the Borrower delivers the intercreditor agreement of the type referred to in the definition of Surety Liens between the Borrower or any Subsidiary, on one hand, and (i) the CNA Parties, on the other hand, within 30 days of the Closing Date, CNA Parties shall be deemed a “Permitted Bonding Company” and (ii) the US Fidelity Parties, on the other hand, within 30 days of the Closing Date, US Fidelity Parties shall be deemed a “Permitted Bonding Company.”

Permitted Businesses:  the businesses conducted by the Borrower and its Subsidiaries (including Stabler and its Subsidiaries) as of the Closing Date and other businesses reasonably related to the foregoing.

Permitted Joint Ventures:  joint ventures consistent with past practice where (i) the aggregate amount of all Investments made in any single joint venture shall not exceed $5,000,000; and (ii) the outstanding amount of Investments in all joint ventures shall not exceed $10,000,000 in the aggregate at any one time.  Where the term “made” is used with respect to any Investment or Investments in a Permitted Joint Venture, it shall mean the amount of cash or other assets paid or contributed by the Borrower and its Subsidiaries in or to the Permitted Joint Venture, with such assets valued in accordance with the last sentence of the definition of “Investment” at the time of such payment or contribution.  When the term “outstanding” is used with respect to any Investment or Investments in Permitted Joint Ventures, it shall mean the aggregate of the outstanding amount of Investments in each Permitted Joint Venture.  The outstanding amount of the Investments in any Permitted Joint Venture shall be the excess of (A) the aggregate amount of the Investments made in such Permitted Joint Venture over (B) the aggregate amount of cash or other assets (valued in accordance with the last sentence of the definition of “Investment”) received by the Borrower or its Subsidiaries from the Permitted Joint Venture whether by way of dividend, distribution on liquidation or otherwise, but in no event shall the outstanding amount of the Investments in any Joint Venture be less than zero.

Permitted Lien:  the meaning specified in Subsection 7.2.1 (Liens; Licenses - In General) hereof.

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Permitted Perfection Limitations:  the understanding that perfection of the Agent’s Lien on certain Collateral may be limited to the extent that the Collateral constitutes (a) deposit accounts not maintained with the Agent in compliance with Section 7.29 (Primary Operating Accounts), (b) motor vehicles to the extent that perfection is based on recording a Lien on the title to such motor vehicles, (c) any Account Receivable where the Account Debtor with respect thereto is a New York state or local government, or any department, agency or instrumentality thereof, to the extent adequate notice is required and not given under NY CLS Lien section 16, as such law may be amended from time to time, (d) real estate other than Material Real Property subject to a Mortgage, (e) as-extracted collateral arising from real estate other than Material Real Property subject to a Mortgage, (f) timber to be cut arising from real estate other than Material Real Property subject to a Mortgage to the extent that the value of such timber is less than $500,000 in any year, or (g) other assets that, individually or in the aggregate, have de minimus value.

Person:  any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

Plan:  an “Employee Pension Benefit Plan” (as defined in Section 3(2) of ERISA) or an “Employee Welfare Benefit Plan” (as defined in Section 3(1) of ERISA) which is or has been established or maintained, or to which contributions are or have been made, by the Borrower, any of its Subsidiaries or any ERISA Affiliate (or any predecessor thereof) but excluding any Multiemployer Plan.

Plant and Quarry Assets:  any and all of the assets related to the plant and quarry operations of the Borrower and its Subsidiaries, as more fully described on Schedule 9.1C hereto.

Pledge Agreement:  the meaning specified in Subsection 3.1.5(b) (Second Amended and Restated Negative Pledge and Pledge Agreement) hereof.

Prepayment Amount: the meaning specified in Subsection 1.7.5 (Term Loan B Opt-Out).

Pre-Qualification Line:  an unsecured credit facility made available to the Borrower in an aggregate principal amount not to exceed $5,000,000 that is necessary or desirable to satisfy the prequalification requirements for contractors with respect to construction projects.

Prior Credit Agreement:  that certain Amended and Restated Credit Agreement dated as of April 19, 2002 among Borrower and certain of its Subsidiaries, as borrowers, each of the financial institutions party thereto, as lenders, and Wachovia Bank, National Association, as agent for such lenders, as amended, modified or supplemented from time to time through the Closing Date.

Product Group:  each of the following product lines of the Borrower and its Subsidiaries:  (1) Aggregates; (2) Hot Mix Asphalt Plants/Construction Laydown; (3) Ready Mixed; (4) Lime; (5) Construction Projects; (6) Concrete Projects; (7) Traffic Safety Products and (8) Other Businesses.

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Prohibited Person:  any Person:

(hh)listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order;

(ii)that is owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of the Executive Order;

(jj)that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order;

(kk)that is named as a “specially designated national (SDN)” or blocked person on the most current list published by OFAC at its official website:

http://www.treas.gov/offices/enforcement/ofac/sdn/t11sdn.pdf

or at any replacement website or other replacement official publication of such list;

(ll)that is covered by IEEPA or OFAC; or

(mm)that is an affiliate (including any principal, officer, immediate family member or close associate) of a Person described in one or more of clauses (a) — (e) of this definition of Prohibited Person.

Prohibited Transaction:  the meaning given to such term in Section 406 of ERISA, Section 4975(c) of the Code and any Treasury regulations issued thereunder.

Quarterly Payment Date:  the last Business Day of each February, May, August and November.

Recognition and Estoppel Agreement: the meaning specified in Subsection 3.1.8 (Mortgages).

RC Commitment:  the meaning specified in Subsection 1.1.1 (Commitment to Make RC Loans).

RC Credit Limit:  at any time, the lesser of (a) the RC Commitment at such time and (b) the amount of the Borrowing Base at such time.

RC Lender:  each Lender that executes and delivers a RC Lender Addendum to the Agent and each successor and assign thereof.

RC Lender Addendum:  a Lender Addendum in substantially the form attached hereto as Exhibit P-1.

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RC Loans:  the meaning specified in Subsection 1.1.1 (Commitment to Make RC Loans) hereof.

RC Maturity Date:  the date that is on or about January 11, 2013, or such earlier date as the RC Commitment is terminated hereunder.

RCRA:  the Resource Conservation and Recovery Act of 1976, as amended, and any rules and regulations issued in connection therewith.

Register:  the meaning specified in Subsection 11.5.3 (Register) hereof.

Related Parties:  with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

Release:  a release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration into the indoor or outdoor environment or into or out of any property, including the movement of Hazardous Substances through or in the air, soil, surface water, groundwater or property.

Remedial Action:  actions necessary to comply with any Environmental Law or otherwise required by any Governmental Authority with respect to (a) the investigation, clean up, removal, treatment or handling Hazardous Substances in the indoor or outdoor environment; (b) the prevention of Releases or threats of Releases or minimization of further Releases of Hazardous Substances so they do not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment; or (c) the performance of pre-remedial studies and investigations and post-remedial monitoring and care.

Reorganization:  any reorganization as defined in Section 4241(a) of ERISA.

Reportable Event:  with respect to any Employee Pension Plan, an event described in Section 4043(c) of ERISA.

Reserve Percentage:  the maximum aggregate reserve requirement (including all basic, supplemental, marginal and other reserves) which is imposed on member banks of the Federal Reserve System against “Euro-currency Liabilities” as defined in Regulation D.

Restricted Payment:  (a)  any dividend or other distribution, direct or indirect, on account of any shares of any class of Capital Stock of the Borrower or any of its Subsidiaries, as the case may be, now or hereafter outstanding, except a dividend payable solely in shares of Capital Stock (other than Disqualified Stock) of the Borrower or such Subsidiary, as the case may be;

(b)           any redemption, retirement, purchase or other acquisition, direct or indirect, of any shares of any class of Capital Stock of the Borrower or any of its Subsidiaries, or of any warrants, rights or options to acquire any such shares or interests, except to the extent that

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the consideration therefor consists solely of shares of Capital Stock (other than Disqualified Stock) of the Borrower or such Subsidiary;

(c)           any sinking fund, other prepayment or installment payment on account of any shares of Capital Stock of the Borrower or any of its Subsidiaries;

(d)           any other payment, loan or advance to a shareholder or other equity holder of the Borrower or any Subsidiary of the Borrower whether in the capacity of such Person as a shareholder or otherwise, except salaries and other compensation, the payment of which is not otherwise restricted under the Loan Documents, paid in the ordinary course of business, consistent with past practice;

(e)           any forgiveness or release without adequate consideration by the Borrower or any Subsidiary of the Borrower of any Indebtedness or other obligation owing to the Borrower or such Subsidiary by a shareholder or other equity holder of the Borrower or a Subsidiary; or

(f)            any payment of principal, interest, fees or other amounts in respect of subordinated Indebtedness.

Return:  any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, or any amendment thereof.

Roaring Spring Lease:  the Lease Agreement by and between South Woodbury and the Borrower dated February 28, 2003, but effective January 1, 2001, with respect to certain real property located in the Borough of Roaring Spring, Pennsylvania, as amended, modified or supplemented from time to time.

Rock Solid Insurance: Rock Solid Insurance Company, a South Carolina corporation.

Scheduled Principal Payments:  for any period, the amount of all scheduled principal payments (including scheduled amortization and payments due at maturity), including the portion of scheduled payments under Capital Leases allocable to principal, of the Borrower and its Subsidiaries on a Consolidated basis in respect of Indebtedness during such period.  “Amount” of principal means such amount as was paid or payable.  With respect to any revolving credit, “Scheduled Principal Payments” shall include the amount of any scheduled reduction or termination of the commitment.

Seasonal Cushion:  ten million dollars ($10,000,000) at any time during the months of March, April, May and June.

Second Lien Administrative Agent:  the administrative agent under the Second Lien Credit Agreement.

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Second Lien Credit Agreement:  that certain second lien credit agreement, dated on or about the date hereof, among the Borrower, the Second Lien Administrative Agent and the Second Lien Lenders described therein, as the same may be amended, restated, modified or refinanced from time to time consistent with the terms of the Intercreditor Agreement.

Second Lien Facility:  the senior secured second lien credit facility established pursuant to the Second Lien Credit Agreement, and all other notes, agreements, documents and certificates executed with or in favor of the Second Lien Administrative Agent and/or Second Lien Lenders in connection with the Second Lien Credit Agreement or any amendment, restatement, or modification to any related agreement permitted under the terms of the Intercreditor Agreement.

Second Lien Indebtedness:  means all Indebtedness under the Second Lien Facility in a principal amount not to exceed $85,000,000.

Second Lien Lenders:  means the lenders described in the Second Lien Credit Agreement including their successors and assigns as permitted thereunder.

Second Offer: the meaning specified in Subsection 1.7.5 (Term Loan B Opt-Out).

Secured Obligations:  collectively, (a) the Obligations, (b) any obligations under or arising out of Interest Rate Protection Agreements that have been or will be entered into with any Swap Party from time to time consistent with the terms of this Agreement, and (c) any obligations under or arising out of the Stabler Letters of Credit from time to time.

Secured Party:  the Agent, the Lenders, the Issuing Bank, the Indemnitees, the Swap Parties and all other Persons referred to in any of the Loan Documents as a beneficiary of the security interest granted therein and all other holders of Secured Obligations.

Security Agreement:  the meaning specified in Subsection 3.1.3 (Second Amended and Restated Security Agreement) hereof.

Significant Subsidiary:  any Subsidiary of the Borrower whose EBITDA is greater than 10% of the EBITDA of Borrower and its Subsidiaries, on a Consolidated basis, or whose assets comprised more than 10% of the total assets of Borrower and its Subsidiaries, on a Consolidated basis.

Solvent:  a condition of a Person on a particular date, whereby on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including, but not limited to, contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature, and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital.  In computing the amount of contingent liabilities at any time, it is

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intended that such liabilities will be computed at the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

South Woodbury:  South Woodbury, L.P., a Pennsylvania limited partnership.

Specified Quarry Acquisition:  the acquisition of three quarries in southeastern Pennsylvania and northern Maryland.

SPFV:  the meaning specified in Subsection 1.16.2 (Special Purpose Funding Vehicle).

St. Paul Parties:  St. Paul Fire and Marine Insurance Company, and certain affiliates thereof that, from time to time, provide bonding services to the Borrower and/or its Subsidiaries.

Stabler:  Stabler Companies Inc., a Pennsylvania corporation.

Stabler Acquisition:  the closing of the transaction whereby the Borrower acquires all of the issued and outstanding shares of common capital stock, having no par value and stated value of $0.10 per share (“SCI Stock”), of Stabler pursuant to the Stabler Purchase and Sale Agreement; provided, that it is consummated in accordance with Section 3.1.28 (Stabler Acquisition Consideration).

Stabler Construction Company:  Stabler Construction Company, a Pennsylvania corporation and a wholly-owned subsidiary of Stabler.

Stabler IDA Bonds: means all obligations of Stabler or any of its Subsidiaries in connection with the Indebtedness incurred in connection with the issuance of (1) the Berks County IDA Bond Series of 1998 (together with all amendments modifications, supplements and replacements thereof so long as the aggregate principal amount of the foregoing is not increased pursuant to such amendments, the “Berks County IDA”); (2) the Bradford County IDA Bond Series of 2000 (together with all amendments modifications, supplements and replacements thereof so long as the aggregate principal amount of the foregoing is not increased pursuant to such amendments, the “Bradford County IDA”); (3) the Union County IDA Bond Series of 2001 (together with all amendments modifications, supplements and replacements thereof so long as the aggregate principal amount of the foregoing is not increased pursuant to such amendments, the “Union County IDA”); and (4) the Susquehanna County IDA Bond Series of 2005 (together with all amendments modifications, supplements and replacements thereof so long as the aggregate principal amount of the foregoing is not increased pursuant to such amendments, the “Susquehanna County IDA”), all of which the Borrower will assume pursuant to the Stabler Purchase and Sale Agreement.

Stabler Indebtedness:  means the Stabler IDA Bonds together with the Stabler Letters of Credit.

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Stabler Letters of Credit: means those certain letters of credit listed on Schedule 7.1(k) hereto and all amendments to, modifications to, replacements of and supplements to the foregoing issued by M&T from time to time so long as such amendments, modifications, replacements and/or supplements do not increase the aggregate face amount of the Stabler Letters of Credit.

Stabler Purchase and Sale Agreement:  that certain purchase and sale agreement executed in connection with the Stabler Acquisition by and among the Borrower, Stabler Companies Inc. and The Interim Foundation Under Item VII of the Will of Donald B. Stabler, Deceased, dated as November 26, 2007.

State Aggregates:  State Aggregates Inc., a Pennsylvania corporation and a wholly-owned subsidiary of Stabler.

Subsidiary:  with respect to any Person (referred to in this definition as the “parent”),

(nn)         any other Person of which more than 50% of the issued and outstanding equity having ordinary voting power to elect a majority of the Board of Directors or other governing body is directly or indirectly owned or controlled by such parent, or

(oo)         any other Person which, in accordance with GAAP, is Consolidated with the parent.

Notwithstanding the foregoing, none of South Woodbury, NESL II, Rock Solid Insurance or any Permitted Joint Venture will be deemed to be a “Subsidiary” of Borrower.

For the sake of clarity, Stabler and each of its Subsidiaries acquired in connection with the Stabler Acquisition shall be treated as a Subsidiary of the Borrower as of the date of this Agreement and, among other things, each reference to the Borrower and its Subsidiaries in the conditions, representations and covenants shall be deemed to include Stabler and each Subsidiary of Stabler.  For the purposes of this Agreement, State Aggregates and Stabler Construction Company shall not be deemed Subsidiaries.

Subsidiary Suretyship:  the meaning specified in Subsection 3.1.4 (Second Amended and Restated Guaranty and Suretyship Agreement) hereof.

Surety Liens:  any and all Liens granted by the Borrower and/or its Subsidiaries, in favor of Permitted Bonding Companies that provide surety bonds for the Borrower and its Subsidiaries in the ordinary course of business so long as such Liens (a) secure only their obligations under Bonding Arrangements with such sureties, (b) encumber only assets relating to contracts supported by such Bonding Arrangements but specifically excluding Plant and Quarry Assets and (c) are subject to intercreditor agreements with terms and conditions, including standstill terms, acceptable to the Agent pursuant to which such Liens are expressly junior and subordinated to the Liens granted by the Borrower and its Subsidiaries in favor of the Agent to secure the Secured Obligations; provided, that any and all Liens granted by the Borrower and/or its Subsidiaries, in favor of (x) CNA Parties shall, within 30 days of the Closing Date, be (i) subject to provisions (a)

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through (c) above, or (ii) terminated and replaced, if applicable, by Liens granted by the Borrower and/or its Subsidiaries, in favor of a Permitted Bonding Company in accordance with provisions (a) through (c) above, and (y) US Fidelity Parties shall, within 30 days of the Closing Date, be (i) subject to provisions (a) through (c) above, or (ii) terminated and replaced, if applicable, by Liens granted by the Borrower and/or its Subsidiaries, in favor of a Permitted Bonding Company in accordance with provisions (a) through (c) above.

Swap Party:  any party to an Interest Rate Protection Agreement that is a Lender or an Affiliate of a Lender (or at the time the applicable Interest Rate Protection Agreement was entered into was a Lender or an Affiliate of a Lender), provided that in the case of any such Affiliate, (a) the Agent shall have consented to such Person being a Swap Party (which consent shall not be unreasonably withheld or delayed) and (b) such Affiliate shall have executed and delivered to the Agent a joinder to this Agreement (in form and substance and within a time frame satisfactory to the Agent) agreeing to be bound by the provisions of this Agreement respecting the role of the Agent, including, without limitation, all exculpatory provisions and indemnification provisions, as if such Affiliate were a Lender hereunder and the obligations under the Interest Rate Protection Agreement were Obligations hereunder.

Swing Lender:  M&T, so long as it is a Lender, or if M&T is no longer a Lender, then a Lender designated by the Borrower and reasonably acceptable to the Agent.

Swing Loans:  the meaning specified in Subsection 1.3.1 (Swing Loan Advances) hereof.

Syndication Agent:  National City Bank, so long as it is a Lender.

Synthetic Lease:  any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product where such transaction is considered borrowed money indebtedness for tax purposes but is classified as an Operating Lease in accordance with GAAP.

Synthetic Lease Expense:  all expense relating to a Synthetic Lease.

Taxes:  all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

Term Loan A:  the meaning specified in Subsection 1.6.1 (Commitment for Term Loans) hereof.

Term Loan A Commitment:  the meaning specified in Subsection 1.6.1 (Commitment for Term Loans) hereof.

Term Loan A Lender:  each Lender that executes and delivers a Term Loan A Lender Addendum to the Agent and each successor and assign thereof.

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Term Loan A Lender Addendum:  a Lender Addendum in substantially the form attached hereto as Exhibit P-2.

Term Loan A Maturity Date:  the date that is on or about January 11, 2013, or such earlier date as the Term Loan A is due and payable hereunder.

Term Loan B: the meaning specified in Subsection 1.6.1 (Commitment for Term Loans) hereof.

Term Loan B Commitment:  the meaning specified in Subsection 1.6.1 (Commitment for Term Loans) hereof.

Term Loan B Maturity Date:  the date that is on or about January 11, 2013, or such earlier date as the Term Loan B is due and payable hereunder.

Term Loan B Lender:  each Lender that executes and delivers a Term Loan B Lender Addendum to the Agent and each successor and assign thereof.

Term Loan B Lender Addendum:  a Lender Addendum in substantially the form attached hereto as Exhibit P-3.

Term Loan B Opt-Out Lender: the meaning specified in Subsection 1.7.5 (Term Loan B Opt-Out).

Term Loan Lenders:  Term Loan A Lenders together with Term Loan B Lenders or, either, a “Term Loan Lender.”

Term Loans:  Term Loan A together with Term Loan B.

Total Leverage Ratio:  as of the end of any applicable fiscal quarter, the ratio of (a) Average Indebtedness for the four fiscal quarter period then ending to (b) EBITDAR for such four fiscal quarter period.

Transferee:  the meaning specified in Section 7.7.1 (Consolidations and Mergers) hereof.

Uniform Commercial Code:  the Uniform Commercial Code in effect on the date hereof and as amended from time to time, and as enacted in the Commonwealth of Pennsylvania.

Unreimbursed Drawings:  drawings made under Letters of Credit which, for any reason, have not been reimbursed by or on behalf of the Borrower, whether through borrowings of Loans hereunder or otherwise.

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US Fidelity Parties:  United States Fidelity and Guaranty Company, and certain affiliates thereof that, from time to time, provide bonding services to the Borrower and/or its Subsidiaries.

Withdrawal Liability:  any withdrawal liability as defined in Section 4201 of ERISA.

9.2           Terms Generally.

The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”  The word “will” shall be construed to have the same meaning and effect as the word “shall.”  Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

ARTICLE 10

AGENCY

10.1         Appointment and Authority.

Each of the Lenders and the Issuing Bank hereby irrevocably appoints M&T to act on its behalf as the Agent hereunder and under the other Loan Documents and authorizes the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.  The provisions of this Article are solely for the benefit of the Agent, the Lenders and the Issuing Bank, and the Borrower shall not have rights as a third party beneficiary of any of such provisions.  Without limiting the generality of the foregoing, the Lenders and the Issuing Bank hereby authorize the Agent (in its sole discretion):

(a)           in connection with the sale or other disposition of any asset included in the Collateral or all of the Capital Stock of any Subsidiary, to the extent undertaken in accordance with the terms of this Agreement, to release a Lien granted to it (for the benefit of

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the Secured Parties) on such asset or Capital Stock and/or to release such Subsidiary from its obligations hereunder;

(b)           to determine that the cost to the Borrower is disproportionate to the benefit to be realized by the Agent, the Lenders and the other Secured Parties by perfecting a Lien in a given asset or group of assets included in the Collateral and that the Borrower should not be required to perfect such Lien in favor of the Agent (for the benefit of the Secured Parties);

(c)           to appoint subagents to be the holder of record of a Lien to be granted to the Agent (for the benefit of the Secured Parties) or to hold on behalf of the Agent the Collateral or instruments relating thereto;

(d)           to enter into and perform its obligations under the other Loan Documents; and

(e)           to execute and deliver the agreements contemplated by Section 11.4 (Amendments, Waivers and Consents).

10.2         Rights as a Lender.

The Persons serving as the Agent or the Co-Lead Arrangers hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Agent or the Co-Lead Arrangers and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include each Person serving as the Agent or a Co-Lead Arranger hereunder in its individual capacity.  Each such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Agent or a Co-Lead Arranger hereunder and without any duty to account therefor to the Lenders.

10.3         Exculpatory Provisions.

The Agent and the Co-Lead Arrangers shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents.  Without limiting the generality of the foregoing, neither the Agent nor the Co-Lead Arrangers:

(a)           shall be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing,

(b)           shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Agent or the Co-Lead Arrangers are required to exercise as directed in writing by the Majority Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that neither the Agent nor the Co-Lead Arrangers shall be required to take any action that, in its opinion or the opinion of its counsel, may expose the Agent or such Co-Lead Arranger to liability or that is contrary to any Loan Document or applicable law, and

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(c)           shall, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, nor be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Agent or the Co-Lead Arrangers or any of their Affiliates in any capacity.

The Agent and the Co-Lead Arrangers shall not be liable for any action taken or not taken by them (i) with the consent or at the request of the Majority Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 11.4 (Amendments, Waivers and Consents) and 8.2 (Acceleration; Remedies) or (ii) in the absence of their own gross negligence or willful misconduct.  Neither the Agent nor the Co-Lead Arrangers shall be deemed to have knowledge of any Event of Default unless and until notice describing such Event of Default is given to it by the Borrower, a Lender or the Issuing Bank which notice states that it is a “Notice of a Default” or a “Notice of an Event of Default”.

Neither the Agent nor the Co-Lead Arrangers shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article 3 (Conditions to Fundings and Issuances of Letters of Credit) or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to it.  The Co-Lead Arrangers shall have no obligations, express or implied, hereunder or with respect to the Loan Documents or the credit facility provided hereby.

10.4         Reliance by Issuing Bank, Agent and Co-Lead Arrangers.

The Issuing Bank, Agent and each Co-Lead Arranger shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person.  The Agent and the Co-Lead Arrangers also may rely upon any statement made to them orally or by telephone and believed by them to have been made by the proper Person, and shall not incur any liability for relying thereon.  In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the Issuing Bank, the Agent may presume that such condition is satisfactory to such Lender or the Issuing Bank unless the Agent shall have received notice to the contrary from such Lender or the Issuing Bank prior to the making of such Loan or the issuance of such Letter of Credit.  The Issuing Bank, Agent and each Co-Lead Arranger may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

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10.5         Delegation of Duties.

The Agent may perform any and all of their duties and exercise their rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by them.  The Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties.  The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Agent or Co-Lead Arranger.

10.6         Resignation; Termination.

10.6.1  Resignation.  The Agent may at any time give notice of its resignation to the Lenders, the Issuing Bank and the Borrower.  Upon receipt of any such notice of resignation, the Majority Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a Lender.  If no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may within the next 30 days on behalf of the Lenders and the Issuing Bank, after consultation with the Borrower, appoint a successor Agent meeting the qualifications set forth above, or if no Lender accepts such appointment, then the Agent may appoint any successor Agent that is an Eligible Assignee, provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective at the time specified above in accordance with such notice and the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders or the Issuing Bank under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) provided, however, without limiting the Agent’s right to resign as aforesaid before any such resignation shall become effective, the Agent shall use commercially reasonable efforts to work with the Majority Lenders (and if no Event of Default shall have occurred and be continuing, the Borrower) to find a suitable replacement.

10.6.2  Termination.  The Agent may be terminated at any time with or without cause by the Majority Lenders.  Upon notice of any such termination, the Majority Lenders shall have the right to appoint from among the Lenders a successor Agent subject to the written consent of Borrower (which consent shall not be unreasonably withheld, delayed, or conditioned and which shall not be required if a Default or Event of Default shall then exist), unless none of the Lenders is willing to act as successor Agent hereunder, in which event Majority Lenders shall appoint a successor Agent, subject to the written consent of Borrower (which consent shall not be unreasonably withheld, delayed, or conditioned and which shall not be required if a Default or Event of Default shall then exist) which successor shall have minimum capital and surplus of at least $500,000,000.  If no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the Majority Lenders give notice to the Agent of its termination, then such termination shall nonetheless become effective in accordance with such notice and the terminated Agent shall be discharged from its duties and

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obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on the behalf of the Lenders or the Issuing Bank under any of the Loan Documents, the terminated Agent shall continue to hold such collateral security until such time as a successor Agent is appointed).

10.6.3  Successor Agent.  Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retired or terminated Agent, and the retired or terminated Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above).  The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor.  After the retired or terminated Agent’s resignation or termination hereunder and under the other Loan Documents, the provisions of this Article 10 and Section 11.13 (Expenses; Indemnity; Damage Waiver) shall continue in effect for the benefit of such retired or terminated Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retired or terminated Agent was acting as Agent.  During any period that there shall not be a duly appointed and acting Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and the Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above.

10.7         Non-Reliance on Agent and Other Lenders.

Each Lender and the Issuing Bank acknowledges that it has, independently and without reliance upon the Agent or any Co-Lead Arranger or other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.  Each Lender and the Issuing Bank also acknowledges that it will, independently and without reliance upon the Agent or the Co-Lead Arrangers or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

10.8         No Other Duties, Etc.

Anything herein to the contrary notwithstanding, (a) none of the Agent or the Issuing Bank shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except as specifically expressly set forth in this Agreement, and (b) none of the arrangers, syndication agents or documentation agents listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Agent, a Lender or the Issuing Bank hereunder.

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10.9         Intercreditor Agreement; Collateral Agency Arrangement;

(a)           Each of the Lenders acknowledges that it has received a copy of the Intercreditor Agreement and that M&T and the Co-Lead Arrangers may be acting in multiple capacities under the Loan Documents and the Second Lien Facility and it waives any conflict of interest that may now exist or hereafter arise relating to such multiple capacities and specifically waives any rights to assert any claims against the Agent and the Co-Lead Arrangers in connection therewith.  Each Lender authorizes the Agent to execute, on its behalf, each of the Loan Documents, including the Intercreditor Agreement and all amendments, modifications, supplements and/or restatements thereto, subject to the limitations on amendments set forth in this Agreement.  Each Lender authorizes the Agent to take any and all actions as it may deem appropriate or to refrain from taking any and all actions as it may deem appropriate under or as contemplated by the Intercreditor Agreement and Loan Documents.  Without limiting the rights and powers of the Agent to take such actions or refrain from taking such actions, each Lender agrees that it will not oppose any action taken or omitted to be taken at the direction of the Majority Lenders, or that is otherwise supported by the Majority Lenders, (a) in any Insolvency or Liquidation Proceeding (as such term is defined in the Intercreditor Agreement) or (b) in connection with the enforcement by the Administrative Agent of any rights under the Loan Documents.

(b)           Each of the Lenders acknowledges that M&T may, now or hereafter, be acting as collateral agent with respect to the  NY Mortgages.  Each Lender waives any conflict of interest that may now exist or hereafter arise relating to M&T’s service as collateral agent under any collateral agency agreement and specifically waives any rights to assert any claims against the Agent and the Co-Lead Arrangers in connection therewith.  Each Lender agrees that in connection with M&T’s service as collateral agent under any collateral agency agreement, M&T shall be entitled to the rights and protections afforded to it as Agent hereunder, including the protections under Section 10.3 (Exculpatory Provisions).

10.10       Assignment of Credit Facility.

If any or all of the Indebtedness under this Agreement is refinanced at any time, the Lenders authorize the Agent to assign to any Person so refinancing any or all of such Indebtedness, the rights and obligations under the Loan Documents and take all actions related thereto as the Agent may deem appropriate.

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ARTICLE 11

MISCELLANEOUS

11.1         Notices; Effectiveness; Electronic Communication.

11.1.1  Notices Generally.  Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in Subsection 11.1.2 (Electronic Communications)), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows:

(a)           if to the Borrower, to it at 3912 Brumbaugh Road, P.O. Box 77, New Enterprise, PA 16664, Attention of Mr. Paul I. Detwiler, III (Telecopier No. 814-766-4402; Telephone No. 814-776-2211) with a copy to Pepper Hamilton LLP, 3000 Two Logan Square, 18th & Arch Streets, Philadelphia, PA 19103, Attention of Cary S. Levinson, Esquire (Telecopier No. 215-981-4750; Telephone No. 215-981-4091;

(b)           if to the Agent, to it at Manufacturers and Traders Trust Company, 301 W. Plank Road, Altoona, PA  16602, Attention of Robert L. Bilger (Telecopier No. 814-947-5908; Telephone No. 814-946-6761) with a copy to Drinker Biddle & Reath LLP, One Logan Square, 18th & Cherry Streets, Philadelphia, PA 19103, Attention of Jill E. Bronson, Esquire (Telecopier No. 215-988-2757; Telephone No. 215-988-2665);

(c)           if to the Issuing Bank, to it at Manufacturers and Traders Trust Company, 301 W. Plank Road, Altoona, PA  16602, Attention of Robert L. Bilger (Telecopier No. 814-947-5908; Telephone No. 814-946-6761) with a copy to Drinker Biddle & Reath LLP, One Logan Square, 18th & Cherry Streets, Philadelphia, PA 19103, Attention of Jill E. Bronson, Esquire (Telecopier No. 215-988-2757; Telephone No. 215-988-2665); and

(d)           if to a Lender, to it at its address (or telecopier number) set forth in its Administrative Questionnaire.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient).  Notices delivered through electronic communications to the extent provided in Subsection 11.1.2 (Electronic Communications), shall be effective as provided in Subsection 11.1.2 (Electronic Communications).  In the event of a discrepancy between any telephonic and any written notice, the written notice shall control.  Any Lender giving any notice to the Borrower shall send simultaneously a copy of such notice to the Agent.

11.1.2  Electronic Communications.  Notices and other communications to the Lenders and the Issuing Bank hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures

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approved by the Agent, provided that the foregoing shall not apply to notices to any Lender or the Issuing Bank pursuant to Section 1.16 (Mechanics of Payments; Lender Payments) or Subsection 2.1.7 (Participation by RC Lenders) if such Lender or the Issuing Bank, as applicable, has notified the Agent that it is incapable of receiving notices under such section by electronic communication.  The Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

Unless the Agent otherwise prescribes, (a) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (b) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (a) of notification that such notice or communication is available and identifying the website address therefor.

11.1.3  Change of Address, Etc.  Any party hereto may change its address or telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto.

11.2         No Implied Waivers.

No failure or delay on the part of the Agent, the Issuing Bank or any Lender in exercising any right, power or privilege under the Loan Documents and no course of dealing between the Borrower or any of its Subsidiaries, on the one hand, and the Agent, the Issuing Bank or any Lender, on the other hand, shall operate as a waiver of any such right, power or privilege.  No single or partial exercise of any right, power or privilege under the Loan Documents precludes any other or further exercise of any such right, power or privilege or the exercise of any other right, power or privilege.  The rights and remedies expressly provided in the Loan Documents are cumulative and not exclusive of any rights or remedies which the Agent, the Issuing Bank or any Lender would otherwise have.  No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances or shall constitute a waiver of the right of the Agent, the Issuing Bank or any Lender to take any other or further action in any circumstances without notice or demand.  Any waiver that is given shall be effective only if in writing and only for the limited purposes expressly stated in the applicable waiver.

11.3         Severability.

Every provision of the Loan Documents is intended to be severable.  If any term or provision of the Loan Documents shall be invalid, illegal or unenforceable for any reason, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby.  Any invalidity, illegality or unenforceability of any term or provision of the Loan

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Documents in any jurisdiction shall not affect the validity, legality or enforceability of any such term or provision in any other jurisdiction.

11.4         Amendments, Waivers and Consents.

11.4.1  In General.  This Agreement and the other Loan Documents may not be amended or modified except by a written instrument describing such amendment or modification executed by the Borrower and the Agent with the consent of the Lenders as provided in this Subsection 11.4.1.  With the written consent of the Majority Lenders, the Agent may, on behalf of the Lenders, enter into agreements that modify, amend or supplement this Agreement or any other Loan Document, and with such consent, the Agent may waive compliance with any provision of any of the Loan Documents, all as referred to in this Subsection 11.4.1.  However, no such modification, amendment, supplement or waiver shall:

(a)           increase the maximum amount of the RC Commitment, the Term Loan A Commitment or the Term Loan B Commitment of any Lender without such Lender’s consent,

(b)           extend the RC Maturity Date, the Term Loan A Maturity Date, the Term Loan B Maturity date or any scheduled amortization or date for payment of interest on the Loans of any Lender, or the time for any scheduled payment of fees payable to any Lender, in each case without such Lender’s consent,

(c)           forgive the payment of any principal amount owing to any Lender or decrease the rate of interest applicable to the Loans of any Lender without such Lender’s consent, provided that the written consent of the Majority Lenders, rather than the consent of all Lenders, shall be sufficient to waive imposition of the Default Rate pursuant to Subsection 1.12.6 (Default Rate),

(d)           reduce the amount of the fees payable to any Lender under Subsection 1.11.1 (Commitment Fees) or other fees payable to any Lender, in each case without such Lender’s consent,

(e)           amend, modify or waive the provisions of this Section 11.4 or any provision herein providing for consent or other action by all Lenders without the consent of all Lenders,

(f)            amend or modify the definition of “Majority Lenders” without the consent of all Lenders,

(g)           release all or substantially all of the guaranties or all or substantially all of the Collateral that secures the Obligations without the consent of all Lenders; provided however, the Agent may without the consent of any Person release any guarantor or any Collateral granted pursuant to the Loan Documents and file UCC-3 termination statements or statements of amendment or take other appropriate action (i) as a court of competent jurisdiction may direct, (ii) in connection with a disposition (other than to the Borrower or any of its Subsidiaries) permitted under Subsection 7.7.2 (Sales and Other Dispositions) (it being understood that an amendment to Subsection 7.7.2 requires the consent of the Majority Banks) or

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as otherwise provided under the Loan Documents, or (iii) if, in accordance with this Agreement, cash proceeds from any sale or transfer of the Collateral are used to prepay outstanding sums due under this Agreement or are reinvested in the Borrower and its Subsidiaries, or

(h)           waive an Event of Default under Subsection 8.1.1 (Failure to Pay Principal or Reimbursement Obligations) or 8.1.2 (Failure to Pay Interest, Fees, Etc.) (other than in respect of the imposition of the Default Rate) after such Event of Default shall have occurred without the consent of all Lenders (but the Majority Lenders may direct the Agent to forbear under such circumstances).

11.4.2  Exception.  Notwithstanding the foregoing provisions of this Section 11.4 or anything to the contrary contained in this Agreement, any Lender that has requested that it not receive material, non-public information concerning the Borrower, and that is therefore unable or unwilling to vote with respect to an issue arising under this Agreement, will agree to vote, and will be deemed to have voted, its Commitment under this Agreement pro rata in accordance with the percentage of Commitments voted in favor of, and the percentage of Commitments voted against, any such issue under this Agreement.

11.5         Successors and Assigns.

11.5.1  Successors and Assigns Generally.  The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (a) to an Eligible Assignee in accordance with the provisions of Subsection 11.5.2 (Assignments by Lenders), (b) by way of participation in accordance with the provisions of Subsection 11.5.4 (Participations) or (c) by way of pledge or assignment of a security interest subject to the restrictions of Subsection 11.5.6 (Certain Pledges) (and any other attempted assignment or transfer by any party hereto shall be null and void).  Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Subsection 11.5.4 (Participations) and, to the extent expressly contemplated hereby, the Related Parties of each of the Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

11.5.2  Assignments by Lenders.  Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that:

(a)           except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment

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(determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Agent or, if a “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect of a RC Loan and RC Commitment, or $1,000,000, in the case of any assignment in respect of the Term Loans only, unless each of the Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed);

(b)           each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or Commitment assigned, except that this clause (b) shall not (i) apply to rights in respect of Swing Loans or (ii) prohibit any Lender from assigning all or a portion of its rights and obligations in respect to the RC Loans and RC Commitment on a non-pro rata basis with the Term Loans and vice versa;

(c)           any assignment of a RC Commitment must be approved by the Agent and the Issuing Bank unless the Person that is the proposed assignee is itself a Lender with a RC Commitment (whether or not the proposed assignee would otherwise qualify as an  Eligible Assignee); and

(d)           the parties to each assignment shall execute and deliver to the Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 (in the aggregate per assignment except for assignment by a Co-Lead Arranger as to which there shall be no processing and recordation fee), and the Eligible Assignee, if it is not a Lender, shall deliver to the Agent an Administrative Questionnaire.

Subject to acceptance and recording thereof by the Agent pursuant to Subsection 11.5.3 (Register), from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Subsection 1.12.5 (Breakage), Section 1.13 (Increased Costs; Unavailability) and Section 11.13 (Expenses; Indemnity; Damage Waiver) with respect to the facts and circumstances occurring prior to the effective date of such assignment.  Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Subsection 11.5.4 (Participations).

11.5.3  Register.  The Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices in the United States a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall

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be conclusive, and the Borrower, the Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.  The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

11.5.4  Participations.

(a)           Any Lender may at any time, without the consent of, or notice to, the Agent or the Borrower, sell participations to any Person (other than a natural person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) the Borrower, the Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.  Any Lender may furnish any information concerning the Borrower in its possession from time to time to prospective Participants, provided that such Lender shall require any such prospective Participants to agree in writing to maintain the confidentiality of such information as provided in Section 11.12 (Treatment of Certain Information; Confidentiality; Advertisement).

(b)           Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver with respect to the matters specifically referred to in clauses (a), (b), (c), (d) and (g) of Section 11.4 (Amendments, Waivers and Consents) as such matters apply to such Lender.  Subject to Subsection 11.5.5 (Limitations upon Participation Rights), the Borrower agrees that each Participant shall be entitled to the benefits of Subsection 1.12.5 (Breakage) and Section 1.13 (Increased Costs; Unavailability) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Subsection 11.5.2 (Assignments by Lenders).  To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.10 (Right of Setoff) as though it were a Lender, provided that such Participant agrees to be subject to Subsection 1.15.5 (Sharing of Payments by Lenders) as though it were a Lender.

11.5.5  Limitations upon Participant Rights.  A Participant shall not be entitled to receive any greater payment under Section 1.13 (Increased Costs; Unavailability) than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent.  A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 1.17 (Taxes) unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Subsection 1.17.5 (Status of Lenders) as though it were a Lender.

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11.5.6  Certain Pledges.  Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

11.5.7  Assignment of Mortgages.  Upon the termination of any commitment to make financial accommodations to the Borrower pursuant to the terms hereof and the receipt by the Secured Parties of cash in an amount sufficient to pay and satisfy in full all of the Secured Obligations, the Agent is authorized, in the name and on behalf of the Secured Parties, to assign and shall assign any Mortgages and the underlying debt to such lending institutions providing replacement financing arrangements to the Borrower and/or its Subsidiaries (and/or any administrative agent for such lending institutions) as the Borrower may request and pursuant to documentation satisfactory to the Agent (so long as such documentation expressly provides that such assignment is made without any representation or warranty of any kind and without recourse to any of the Secured Parties).

11.5.8.  Restrictions in Intercreditor Agreement.  Nothing in this Section 11.5 shall require the Agent to enter into any amendment to any Loan Document that is prohibited by the terms of the Intercreditor Agreement.

11.6         Calculations and Financial Data.

Except as otherwise provided in this Agreement, calculations under this Agreement shall be made and financial data and terms referred to in this Agreement shall be prepared and interpreted both as to classification of items and as to amounts in accordance with GAAP.

11.7         Descriptive Headings.

The descriptive headings of the several sections of this Agreement are inserted for convenience only and shall not affect the meaning or construction of any of the provisions of this Agreement.

11.8         Governing Law; Jurisdiction; Etc.

11.8.1  Governing Law.  This Agreement shall be governed by, and construed in accordance with, the law of the Commonwealth of Pennsylvania (excluding the laws applicable to conflicts or choice of law).

11.8.2  Submission to Jurisdiction.  The Borrower irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts of the Commonwealth of Pennsylvania sitting in Philadelphia County and of the United States District Court of the Eastern District of Pennsylvania, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and

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determined in such Pennsylvania state court or, to the fullest extent permitted by applicable law, in such federal court.  Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  Nothing in this Agreement or in any other Loan Document shall affect any right that the Agent, any Lender or the Issuing Bank may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or its properties in the courts of any jurisdiction.

11.8.3  Waiver of Venue.  The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in Subsection 11.8.2 (Submission to Jurisdiction).  Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.  The Borrower irrevocably waives, to the fullest extent permitted by applicable law, any right to bring any action or proceeding against (a) the Agent in any court outside the county of Philadelphia, Commonwealth of Pennsylvania, or (b) the Issuing Bank or any other Lender other than a state within the United States designated by the Issuing Bank or such Lender.

11.8.4  Service of Process.  Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 11.1 (Notices; Effectiveness; Electronic Communication).  Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable law.

11.9         Maximum Lawful Interest Rate.

If, at any time, the rate of interest, together with all amounts that constitute interest and that are reserved, charged or taken hereunder as compensation for fees, services or expenses incidental to the making, negotiating or collecting of the Loans, shall be deemed by a court of law with competent jurisdiction, a governmental agency or a tribunal to exceed the maximum rate of interest permitted to be charged by the Lenders to the Borrower under applicable Law, of if such interest, fees and expenses are in excess of the maximum amount permitted by applicable Law, then, during such time as such rate of interest would be deemed excessive, that portion of each sum paid attributable to that portion of such interest rate that exceeds the maximum rate of interest so permitted shall be deemed a voluntary prepayment of the unpaid principal amount due pursuant to this Agreement and the Notes.  As used in this Section 11.9, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law that results in a higher permissible rate of interest, then this Agreement shall be governed by such new law as of its effective date.

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11.10       Right of Setoff.

If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Bank, and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Bank or any such Affiliate to or for the credit or the account of the Borrower against any and all of the Obligations, irrespective of whether or not such Lender or the Issuing Bank shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Bank different from the branch or office holding such deposit or obligated on such indebtedness.  The rights of each Lender, the Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Bank or their respective Affiliates may have.  Each Lender and the Issuing Bank agrees to notify the Borrower and the Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.  ANY AND ALL RIGHTS TO REQUIRE ANY LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL THAT SECURES THE LOANS, PRIOR TO EXERCISING ITS RIGHT TO SET-OFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE BORROWER OR ANY GUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

11.11       Counterparts; Integration; Effectiveness; Electronic Execution.

11.11.1  Counterparts; Integration; Effectiveness.  This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  This Agreement, the other Loan Documents, any separate fee letters among the Borrower, the Agent or the Co-Lead Arrangers, or any of them (which survives closing of this Agreement), constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.  Except as provided in Article 3 (Conditions Precedent to Fundings and issuance of Letters of Credit), this Agreement shall become effective when it shall have been executed by the Agent and when the Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties thereto.  Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

11.11.2  Electronic Execution of Assignments.  The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and

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National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

11.12       Treatment of Certain Information; Confidentiality; Advertisement.

11.12.1  Confidentiality.  Each of the Agent, the Lenders and the Issuing Bank agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and other representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any Interest Rate Protection Agreement with any Lender or any of its Affiliates or any action or proceeding relating to this Agreement or any other Loan Document or any Interest Rate Protection Agreement with any Lender or any of its Affiliates or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Agent, any Lender, the Issuing Bank or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower.  The Agent, the Lenders and the Issuing Bank further agree to use reasonable efforts to notify the Borrower of any required disclosure under clause (c) of this Subsection 11.12.1 as far in advance as is reasonably practicable under the circumstances in order to give the Borrower an opportunity to obtain appropriate relief or protection from a court of competent jurisdiction regarding such disclosure; provided, however that failure to use such efforts shall not subject the Agent, any Lender or the Issuing Bank to liability unless such failure was done in bad faith.

11.12.2  Information.  For purposes of this Section 11.12, “Information” means all information received from the Borrower or any of its Subsidiaries relating to the Borrower or any of its Subsidiaries or any of their respective businesses, other than any such information that is available to the Agent, any Lender or the Issuing Bank on a nonconfidential basis prior to disclosure by the Borrower or any of its Subsidiaries.  Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

11.12.3  Advertisement.  The Borrower hereby authorizes the Agent to publish the name of the Borrower and the amount of the financing evidenced hereby in any “tombstone” or comparable advertisement which the Agent elects to publish.  In addition, the Borrower agrees that the Agent may provide lending industry trade organizations with information necessary and

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customary (including, without limitation, the amount and type of facilities, the rates and counsel’s name) for inclusion in league table measurements after the Closing Date.  Without limiting the generality of the foregoing, the Borrower acknowledges and agrees to the disclosure by the Agent after the Closing Date of information relating to the Loans to Gold Sheets, and other similar bank trade publications, with such information to consist of deal terms consisting of (i) the Borrower’s name, (ii) principal loan amounts, (iii) interest rate, (iv) term length and (v) commitment fees and other fees to the Lenders in the syndicate, the identity of their attorneys and other information customarily found in such publications.

11.13       Expenses; Indemnity; Damage Waiver.

11.13.1  Costs and Expenses.  The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Co-Lead Arrangers, the Syndication Agent and the Agent and their respective Affiliates (including, without limitation, the reasonable fees, charges and disbursements of counsel for such Persons and fees and time charges and disbursements for attorneys who may be employees of such Persons), in connection with the due diligence performed in connection with the transactions contemplated hereby, the syndication of the credit facilities provided for herein (excluding upfront fees paid to the Lender in connection with such syndication), the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Co-Lead Arrangers, the Syndication Agent, the Agent, any Lender or the Issuing Bank (including the fees, charges and disbursements of any counsel for such Persons and fees and time charges for attorneys who may be employees of such Persons), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including, without limitation, all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

11.13.2  Indemnification by the Borrower.  The Borrower shall indemnify the Co-Lead Arrangers, the Syndication Agent, the Agent (and any sub-agent thereof), each Lender and the Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee and fees and time charges and disbursements for attorneys who may be employees of any Indemnitee), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (a) any letter of interest, letter of intent or commitment letter or similar type of agreement related to the credit facilities provided for herein or any due diligence or negotiations in connection therewith, (b) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the transactions contemplated hereby or thereby, (c) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the

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documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (d) any actual or alleged presence or Release of Hazardous Substances on or from any property owned or operated by the Borrower or any of its Subsidiaries, or the violation of, noncompliance with or liability under any Environmental Laws applicable to the operations of the Borrower or any of its Subsidiaries, or any orders, requirements or demands of Governmental Authorities related thereto, or any other environmental liability related in any way to the Borrower or any of its Subsidiaries, or (e) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.

11.13.3  Reimbursement by Lenders.  To the extent that the Borrower fails to pay any amount required under Subsections 11.13.1 (Costs and Expenses) and 11.13.2 (Indemnification by the Borrower) to be paid by it to the Co-Lead Arrangers, the Syndication Agent, the Agent (or any sub-agent thereof), the Issuing Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Co-Lead Arrangers, the Syndication Agent, the Agent (or any such sub-agent), the Issuing Bank or its Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Co-Lead Arrangers, the Syndication Agent, the Agent (or any such sub-agent) or the Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Co-Lead Arrangers, the Syndication Agent, the Agent (or any such sub-agent) or Issuing Bank in connection with such capacity.  The obligations of the Lenders under this Subsection 11.13.3 are subject to the provisions of Section 1.9 (Lenders’ Obligations Several).

11.13.4  Waiver of Consequential Damages, Etc.  To the fullest extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof.  No Indemnitee referred to in Subsection 11.13.2 (Indemnification by the Borrower) shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

11.13.5  Payments.  All amounts due under this Section 11.13 shall be payable promptly after demand therefor.

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11.14       Certification of Amounts.

The certification by the Agent, the Issuing Bank or a Lender of the amount of liabilities, losses, costs, expenses, claims and/or charges pursuant to Section 11.13 (Expenses; Indemnity; Damage Waiver) shall be conclusive if such amounts have been computed or reached in a reasonable manner.

11.15       Termination of Security; Partial Release of Security.

11.15.1  Termination of Security.  At such time as no Secured Party has any commitment to make financial accommodations to the Borrower pursuant to the terms hereof and all the Secured Obligations have been indefeasibly paid and performed in full, then the security provided for in the Loan Documents shall terminate, provided, however, that all indemnities of the Borrower and each other Loan Party contained in this Agreement or any other Loan Document shall survive and remain operative and in full force and effect regardless of the termination of such security.

11.15.2  Partial Release of Security.  Effective upon the closing of a disposition of any Collateral to any Person (other than the Borrower or any of its Subsidiaries) and the application of proceeds thereof in conformity with the provisions of this Agreement, and receipt by the Agent of a certification to such effect from the chief financial officer of the Borrower, the security interest granted under the Loan Documents in the Collateral so disposed of shall terminate and the Agent shall deliver such releases as may be appropriate, provided, however, the security interest granted under the Loan Documents in all remaining Collateral shall remain in full force and effect.

11.16       Intercreditor Agreement.  The rights and obligations hereunder are subject to the terms of the Intercreditor Agreement and in the event of an inconsistency the terms of the Intercreditor Agreement shall control.

11.17       Waiver of Jury Trial.

EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

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IN WITNESS WHEREOF, the Borrower, the Agent, the Issuing Bank and the Lenders have caused this Agreement to be duly executed by their respective duly authorized officers as of the date first above written.

NEW ENTERPRISE STONE & LIME CO., INC.
By:	/s/ Paul I. Detwiler, III
Name:	Paul I. Detwiler, III
Title:	Executive Vice President, Chief Financial
	Officer and Secretary

[Signature page to Second Amended and Restated Credit Agreement]

MANUFACTURERS AND TRADERS TRUST COMPANY, in its capacity as the Agent, the Issuing Bank, the Swing Lender, a Co-Lead Arranger and a Lender
By:	/s/ Stephen A. Foreman
Name:	Stephen A. Foreman
Title:	Regional Executive

[Signature page to Second Amended and Restated Credit Agreement]

NATIONAL CITY BANK, in its capacity as a Co-Lead Arranger, the Syndication Agent and a Lender
By:	/s/ Kenneth S. Jamison
Name:	Kenneth S. Jamison
Title:	Senior Vice President
By:	/s/ Paul Hogan
Name:	Paul Hogan
Title:	Managing Director

[Signature page to Second Amended and Restated Credit Agreement]

List of Addenda (Exhibits and Schedules)

EXHIBITS

Exhibit A-1	Form of Second Amended and Restated RC Note (§1.10)
Exhibit A-2	Form of Term Loan A Note (§1.10)
Exhibit A-3	Form of Term Loan B Note (§1.10)
Exhibit A-4	Form of Second Amended and Restated Swing Note (§1.10)
Exhibit B	Form of Request for Advance (§1.4)
Exhibit C	Form of LIBOR Election (§1.12.4)
Exhibit D	Form of Second Amended and Restated Security Agreement (§3.1.3)
Exhibit E	Form of Second Amended and Restated Guaranty and Suretyship Agreement (§3.1.4)
Exhibit F-1	Form of Second Amended and Restated Negative Pledge (§3.1.5(a))
Exhibit F-2	Form of Second Amended and Restated Pledge Agreement (§3.1.5(b))
Exhibit G-1	Form of Fee Mortgage (New York) (§3.1.8(a))
Exhibit G-2	Form of Fee Mortgage (Pennsylvania) (§3.1.8(b))
Exhibit G-3	Form of Fee Mortgage (Illinois) (§3.1.8(b))
Exhibit H	Form of Leasehold Mortgage (§3.1.8(c))
Exhibit I	Form of Second Amended and Restated Environmental Indemnity Agreement (§3.1.10)
Exhibit J	Form of Intercreditor Agreement (§3.1.15)
Exhibit K	Form of Officer’s Compliance Certificate (§9.1)
Exhibit L	Form of Assignment and Assumption (§9.1)
Exhibit M	Form of Borrowing Base Certificate (§9.1)
Exhibit N	Form of Monthly Financial Report (§5.1.1)
Exhibit O	Form of Amended and Restated Intellectual Property Collateral Agreement (§3.1.7)
Exhibit P-1	Form of RC Lender Addendum
Exhibit P-2	Form of Term Loan A Lender Addendum
Exhibit P-3	Form of Term Loan B Lender Addendum

SCHEDULES

Schedule 1.1	RC Commitment
Schedule 1.6.1(A)	Term Loan A Commitment
Schedule 1.6.1(B)	Term Loan B Commitment
Schedule 2.1.1	Outstanding Letters of Credit Included in the Facility
Schedule 4.1.1	Organization and Qualification
Schedule 4.1.2	Equity Ownership
Schedule 4.3	Consents Regarding Remedies Under Mortgages
Schedule 4.4	Consents
Schedule 4.6	Inventory Locations
Schedule 4.7	Litigation
Schedule 4.9	Licenses; Intellectual Property
Schedule 4.11	Management Arrangements
Schedule 4.18	ERISA
Schedule 4.22	Environmental Compliance

Schedule 4.23	Labor Matters
Schedule 4.25	Indebtedness
Schedule 7.1(k)	Stabler Letters of Credit
Schedule 7.2	Liens
Schedule 7.3	Investments, Loans, Acquisitions, etc.
Schedule 7.14	Insurance
Schedule 9.1A	Material Real Property
Schedule 9.1C	Plant and Quarry Assets

TABLE OF CONTENTS

ARTICLE 1	THE LOANS		3
1.1	Revolving Credit Loans and RC Commitment		3
	1.1.1	Commitment to Make RC Loans	3
	1.1.2	Available RC Commitment	3
	1.1.3	Voluntary Commitment Reductions	4
	1.1.4	Determination of Borrowing Base	4
1.2	[RESERVED]		4
1.3	Swing Loans		4
	1.3.1	Swing Loan Advances	4
	1.3.2	Terms of Swing Loan Borrowings	4
	1.3.3	Participation by RC Lenders	5
	1.3.4	No Set-off, Etc.	5
	1.3.5	Certain Limitations	6
1.4	Borrowing Notice		6
1.5	Repayments of RC Loans and Swing Loans		7
	1.5.1	Repayments in Connection with Fluctuations in Borrowing Base	7
	1.5.2	Repayment in Connection with Commitment Reductions	7
	1.5.3	Repayment during Clean-down Period	7
	1.5.4	Repayment at Maturity	7
	1.5.5	Repayment in Connection with Certain Events	8
	1.5.6	Voluntary Prepayment	8
1.6	Term Loans		8
	1.6.1	Commitment for Term Loans	8
	1.6.2	Repayment of Term Loans	8
	1.6.3	Voluntary Prepayments of Term Loans	10
1.7	Mandatory Prepayments		11
	1.7.1	Issuance of Debt or Equity	11
	1.7.2	Excess Cash Flow	11
	1.7.3	Material Recovery Event	11
	1.7.4	Certain Asset Dispositions	12
1.8	Relationship among Mandatory and Other Prepayments and Commitment Reductions and Interest Rate Protection Agreements		13

	1.8.1	Relationship of Voluntary and Mandatory Prepayments to Scheduled Payments of Term Loans	13
	1.8.2	Relationship of Commitment Reductions and Prepayments to Interest Rate Protection Agreements	13
1.9	Lenders’ Obligations Several		13
1.10	Notes		14
1.11	Fees to Lenders		14
	1.11.1	Commitment Fees	14
	1.11.2	Letter of Credit Fees	14
	1.11.3	Other Fees	15
1.12	Interest		15
	1.12.1	Rates	15
	1.12.2	Applicable Margin	15
	1.12.3	Adjustments to Commitment Fee Rate and Applicable Margin	16
	1.12.4	LIBOR Election	16
	1.12.5	Breakage	17
	1.12.6	Default Rate	18
	1.12.7	Source of Funds	18
	1.12.8	Interest Due with Certain Repayments and Prepayments	18
1.13	Increased Costs; Unavailability		18
	1.13.1	Increased Costs Generally	18
	1.13.2	Capital Requirements	19
	1.13.3	Certificates for Reimbursement	19
	1.13.4	Delay in Requests	19
	1.13.5	Inability to Determine LIBOR	20
	1.13.6	Laws Affecting LIBOR Availability	20
1.14	Purpose		20
1.15	Mechanics of Payments:  Borrower Payments		20
	1.15.1	Manner of Making Payments	20
	1.15.2	Payments by Borrower; Presumptions by Agent	21
	1.15.3	Disbursements from Agent to Lenders	21
	1.15.4	Authorization to Deduct Funds and Make Loans in Satisfaction of Obligations	21

	1.15.5	Sharing of Payments by Lenders	22
	1.15.6	Payments Due on Non-Business Days	22
1.16	Mechanics of Payments: Lender Payments		22
	1.16.1	Funding by Lenders; Presumption by Agent	22
	1.16.2	Special Purpose Funding Vehicle	23
1.17	Taxes		23
	1.17.1	Payments Free of Taxes	23
	1.17.2	Payment of Other Taxes by the Borrower	24
	1.17.3	Indemnification by the Borrower	24
	1.17.4	Evidence of Payments	24
	1.17.5	Status of Lenders	24
	1.17.6	Treatment of Certain Refunds	25
	1.17.7	Survival	25
1.18	Designation of a Different Lending Office; Replacement of Lenders		25
	1.18.1	Designation of a Different Lending Office	25
	1.18.2	Replacement of Lenders	26
ARTICLE 2	LETTERS OF CREDIT		27
2.1	Letters of Credit		27
	2.1.1	Commitment to Issue Letters of Credit	27
	2.1.2	Reimbursement Obligations	27
	2.1.3	Limitation on Amount	28
	2.1.4	Obligations Absolute	28
	2.1.5	Reliance by Issuing Bank	28
	2.1.6	Fees	28
	2.1.7	Participation by RC Lenders	29
	2.1.8	Standard of Conduct	29
	2.1.9	Cash Collateral Account	29
	2.1.10	Obligations Secured	30
ARTICLE 3	CONDITIONS TO EFFECTIVENESS AND FUNDINGS AND ISSUANCE OF LETTERS OF CREDIT		30
3.1	Conditions to Effectiveness		30
	3.1.1	Execution of this Agreement	30
	3.1.2	Notes	30

3.1.3	Second Amended and Restated Security Agreement	30
3.1.4	Second Amended and Restated Guaranty and Suretyship Agreement	30
3.1.5	Second Amended and Restated Negative Pledge and Pledge Agreement	31
3.1.6	Due Diligence	31
3.1.7	Amended and Restated Intellectual Property Collateral Agreement	31
3.1.8	Mortgages	31
3.1.9	Real Estate Due Diligence	33
3.1.10	Second Amended and Restated Environmental Indemnity Agreement	33
3.1.11	Bonding Arrangements	33
3.1.12	Payment of Fees and Costs	33
3.1.13	Second Lien Credit Facility	34
3.1.14	Financial Statements; Projections	34
3.1.15	Intercreditor Agreement	34
3.1.16	Consents and Approvals	34
3.1.17	Material Litigation	35
3.1.18	Material Adverse Change	35
3.1.19	Material Adverse Environmental Condition	35
3.1.20	Opinion of Counsel	35
3.1.21	Officer’s Certificate	35
3.1.22	Good Standing	35
3.1.23	Lien Searches	35
3.1.24	Insurance	36
3.1.25	Repayment of Existing Indebtedness	36
3.1.26	Stabler Acquisition Documentation	36
3.1.27	Stabler Purchase and Sale Agreement Conditions	36
3.1.28	Stabler Acquisition Consideration	36
3.1.29	Patriot Act	36
3.1.30	Corporate Proceedings	36
3.1.32	Collateral Agency Agreement	36
3.1.33	Other Requirements	37

	3.1.34	Lender Addenda	37
3.2	Requirements for Each Loan/Letter of Credit		37
	3.2.1	No Default	37
	3.2.2	Borrowing Notice/Request for Letter of Credit	37
	3.2.3	Representations and Warranties	37
	3.2.4	Method of Certifying Certain Conditions	37
ARTICLE 4	REPRESENTATIONS AND WARRANTIES		37
4.1	Status		38
	4.1.1	Organization and Qualification	38
	4.1.2	Stock Ownership	38
	4.1.3	Excluded Subsidiaries	39
4.2	Power and Authority; Enforceability		39
4.3	No Violation of Agreements; Absence of Conflicts		39
4.4	Recording, Enforceability and Consent		40
4.5	Lines of Business		40
4.6	Security Interest in Collateral		40
4.7	Litigation; Compliance with Laws		41
4.8	Condition of Property		42
4.9	Licenses; Intellectual Property		42
4.10	Title to Properties; Liens		43
4.11	Management Agreements		43
4.12	Financial Statements and Projections		43
	4.12.1	Financial Statements	43
	4.12.2	Undisclosed Liabilities	43
	4.12.3	Absence of Material Adverse Change	43
	4.12.4	Projections	43
4.13	Tax Returns and Payments; Other Fees		44
4.14	Fiscal Year		44
4.15	Federal Reserve Regulations		44
4.16	Investment Company Act		45
4.17	[Intentionally omitted.]		45
4.18	Compliance with ERISA		45
	4.18.1	Plans	45

	4.18.2	Favorable Determination Letters	45
	4.18.3	Compliance	45
	4.18.4	Absence of Certain Conditions	45
	4.18.5	Absence of Certain Liabilities	46
4.19	Accuracy and Completeness of Disclosure		46
4.20	Adequacy of Capital; Solvency		46
4.21	Absence of Restrictive Provisions		47
4.22	Environmental Compliance		47
4.23	Labor Matters		49
4.24	Brokers		49
4.25	Existing Indebtedness		49
4.26	Foreign Assets Control Regulations, Etc.		49
4.27	Borrowing Base Certificate		50
4.28	Material Contracts		50
4.30	Absence of Defaults		50
ARTICLE 5	REPORTING REQUIREMENTS AND NOTICES		50
5.1	Financial Data and Reporting Requirements; Notice of Certain Events		51
	5.1.1	Delivery of Monthly Financial Report	51
	5.1.2	Delivery of Quarterly Financial Statements	51
	5.1.3	Delivery of Annual Financial Statements	51
	5.1.4	Delivery of Officer’s Compliance Certificates	52
	5.1.5	SEC Filings, Etc.	52
	5.1.6	Annual Budget	52
	5.1.7	Borrowing Base Certificate	53
	5.1.8	Field Examinations	53
	5.1.9	Aging Reports	53
	5.1.11	Monthly Contracts in Progress Report	53
5.2	Notice of Defaults		54
5.3	Notice of Disputes and Other Matters		54
	5.3.1	Certain Litigation	54
	5.3.2	Conditions Affecting Collateral	54
	5.3.3	Information Respecting Second Lien Credit Agreement	54
	5.3.4	Material Adverse Change	55

	5.3.5	Representations and Warranties	55
	5.3.6	Intellectual Property	55
	5.3.7	Governmental Licenses	55
	5.3.9	Bonding Arrangement Claims	55
5.4	ERISA Notices		55
5.5	Miscellaneous		56
5.6	Authorization of Third Parties to Deliver Information		56
ARTICLE 6	FINANCIAL COVENANTS		56
6.1	Net Worth		56
6.2	Fixed Charge Coverage Ratio		57
6.3	Total Leverage Ratio		57
6.4	Limitation on Capital Expenditures		57
6.5	Limitation on Operating Lease Expense		58
6.6	Additional Provisions Respecting Calculation of Financial Covenants		58
BUSINESS COVENANTS			59
7.1	Indebtedness		59
	7.1.1	In General	59
	7.1.2	Limitation on Incurrence	60
7.2	Liens; Licenses		60
	7.2.1	In General	60
	7.2.2	Negative Pledge	61
7.3	Investments, Loans, Acquisitions, Etc.		62
7.4	Restricted Payments		63
	7.4.1	Intercompany	63
	7.4.2	Tax Expense Distributions	63
	7.4.3	Subordinated Debt	63
	7.4.4	Specified Transactions	63
	7.4.5	Other Restricted Payments	63
7.5	Corporate Separateness		64
7.6	Transactions with Affiliates		64
7.7	Mergers and Dispositions		64
	7.7.1	Consolidations and Mergers	64
	7.7.2	Sales and Other Dispositions	65

7.8	Management Arrangements		66
7.9	Existence		66
7.10	Compliance with Law		67
7.11	Payment of Taxes and Claims		67
7.12	Tax Consolidation		67
7.13	Compliance with ERISA		68
7.14	Insurance		69
7.15	Maintenance of Properties		69
7.16	Maintenance of Records; Fiscal Year		70
7.17	Inspection		70
7.18	Exchange of Notes		70
7.19	Type of Business		70
7.20	Issuance of Equity		71
7.21	Change in Documents		71
7.22	Payment of Subordinated Indebtedness; Second Lien Indebtedness		71
7.23	Compliance with Federal Reserve Regulations		71
7.24	Limitations on Certain Restrictive Provisions		72
7.25	Interest Rate Protection Agreements		72
7.26	Environmental Matters		72
7.27	Certain Obligations Respecting Subsidiaries		73
7.28	Real Property		74
7.29	Primary Operating Accounts		74
7.30	Compliance with Section 409A of the Code		74
7.31	Post Closing Covenants		75
	7.31.1	Real Estate Documentation	75
	7.31.2	Bank Accounts	75
7.32	Further Assurances		75
ARTICLE 8	EVENTS OF DEFAULT		75
8.1	Events of Default		75
	8.1.1	Failure to Pay Principal or Reimbursement Obligations	75
	8.1.2	Failure to Pay Interest, Fees, Etc.	76
	8.1.3	Cross-Default to Indebtedness	76
	8.1.4	Bonding Arrangements	76

	8.1.5	Cross-Default to Material Contracts	76
	8.1.6	Other Cross-Defaults	76
	8.1.7	Misrepresentations	77
	8.1.8	Certain Covenant Defaults	77
	8.1.9	Other Covenant Defaults	77
	8.1.10	Validity of Loan Documents; Security	77
	8.1.11	Custody or Control of Assets	77
	8.1.12	Discontinuance of Business	78
	8.1.13	Insolvency	78
	8.1.14	Material Adverse Change	78
	8.1.15	Judgments	78
	8.1.16	Change of Control	78
	8.1.17	Interest Rate Protection Agreements; Stabler Letters of Credit	78
	8.1.18	Intercreditor Agreement	79
8.2	Acceleration; Remedies		79
	8.2.1	Acceleration upon Insolvency	79
	8.2.2	Acceleration upon Other Defaults	79
	8.2.3	Remedies in General	79
8.3	Proceeds of Collateral		80
ARTICLE 9	DEFINITIONS		81
9.1	Defined Terms		81
9.2	Terms Generally		112
ARTICLE 10	AGENCY		112
10.1	Appointment and Authority		112
10.2	Rights as a Lender		113
10.3	Exculpatory Provisions		113
10.4	Reliance by Issuing Bank, Agent and Co-Lead Arrangers		114
10.5	Delegation of Duties		114
10.6	Resignation; Termination		115
	10.6.1	Resignation	115
	10.6.2	Termination	115
	10.6.3	Successor Agent	115
10.7	Non-Reliance on Agent and Other Lenders		116

10.8	No Other Duties, Etc.		116
10.10	Assignment of Credit Facility		117
ARTICLE 11	MISCELLANEOUS		117
11.1	Notices; Effectiveness; Electronic Communication		117
	11.1.1	Notices Generally	117
	11.1.2	Electronic Communications	118
	11.1.3	Change of Address, Etc.	119
11.2	No Implied Waivers		119
11.3	Severability		119
11.4	Amendments, Waivers and Consents		119
	11.4.1	In General	119
	11.4.2	Exception	120
11.5	Successors and Assigns		121
	11.5.1	Successors and Assigns Generally	121
	11.5.2	Assignments by Lenders	121
	11.5.3	Register	122
	11.5.4	Participations	122
	11.5.5	Limitations upon Participant Rights	123
	11.5.6	Certain Pledges	123
	11.5.7	Assignment of Mortgages	123
	11.5.8	Restrictions in Intercreditor Agreement	124
11.6	Calculations and Financial Data		124
11.7	Descriptive Headings		124
11.8	Governing Law; Jurisdiction; Etc.		124
	11.8.1	Governing Law	124
	11.8.2	Submission to Jurisdiction	124
	11.8.3	Waiver of Venue	124
	11.8.4	Service of Process	125
11.9	Maximum Lawful Interest Rate		125
11.10	Right of Setoff		126
11.11	Counterparts; Integration; Effectiveness; Electronic Execution		126
	11.11.1	Counterparts; Integration; Effectiveness	126
	11.11.2	Electronic Execution of Assignments	126

11.12	Treatment of Certain Information; Confidentiality; Advertisement		127
	11.12.1	Confidentiality	127
	11.12.2	Information	127
	11.12.3	Advertisement	127
11.13	Expenses; Indemnity; Damage Waiver		128
	11.13.1	Costs and Expenses	128
	11.13.2	Indemnification by the Borrower	128
	11.13.3	Reimbursement by Lenders	129
	11.13.4	Waiver of Consequential Damages, Etc.	129
	11.13.5	Payments	129
11.14	Certification of Amounts		130
11.15	Termination of Security; Partial Release of Security		130
	11.15.1	Termination of Security	130
	11.15.2	Partial Release of Security	130
11.17	Waiver of Jury Trial		130

EX-10.3

Exhibit 10.3

EXECUTION VERSION

AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED
CREDIT AGREEMENT

AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 14,2008 (this “Amendment No. 1”), among NEW ENTERPRISE STONE & LIME CO., INC. (the “Borrower”), MANUFACTURERS AND TRADERS TRUST COMPANY, as Agent (“M&T”), and the Lenders (as defined below).

WITNESSETH:

WHEREAS, the Borrower, the lenders from time to time parties thereto (the “Lenders”), Manufacturers and Traders Trust Company, individually, as a Lender, Co-Lead Arranger, the Issuing Bank, the Swing Lender and as the Agent and National City Bank, as a Lender, Co-Lead Arranger and Syndication Agent are parties to the Second Amended and Restated Credit Agreement, dated as of January 11,2008 (the “Original Credit Agreement”); and

WHEREAS, the Borrower and the Lenders have agreed to amend the Original Credit Agreement as more specifically set forth herein (the Original Credit Agreement, as amended by this Amendment No. 1, and as the same may be further amended, restated, modified and/or supplemented from time to time, being referred to as the “Credit Agreement”);

NOW, THEREFORE, in consideration of the agreements herein contained, and for other valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows.

1.             DEFINITIONS.  Except as otherwise defined in this Amendment No. 1, initially capitalized terms shall have the respective meanings assigned to such terms in the Original Credit Agreement.

2.             AMENDMENTS.  Upon satisfaction of the conditions set forth in Article 4 below, effective as of the date first above written, the Original Credit Agreement shall be amended as follows:

a.             Subsection 1.7.4 (Certain Asset Dispositions) is amended by adding a reference to paragraph (j) of Subsection 7.7.2 in the parenthetical phrase set forth in the second through fourth lines thereof.

b.             Subsection 5.1.1 (Delivery of Monthly Financial Statements) is amended and restated as follows:

“5.1.1 Delivery of Monthly Financial Statements.  As soon as practicable and in any event within forty-five (45) days after the close of each Accounting Month, the Borrower shall deliver to the Agent a management-prepared balance sheet, statement of income and statement of cash flows of the Borrower and its Subsidiaries on a Consolidated basis at the end of and for (a) the period

commencing at the end of the previous fiscal year and ending with the end of such Accounting Month and (b) the period commencing at the end of the previous Accounting Month and ending with the end of the Accounting Month then ending, setting forth in comparative form the corresponding figures for the appropriate periods of the preceding fiscal year as permitted by the integration of Stabler and its subsidiaries.  Together with the financial statements delivered pursuant to this Subsection 5.1.1, the Borrower shall deliver a narrative explaining the variances to the prior year period or if the prior year comparison is not available then a narrative summarizing the Borrower’s performance for the Accounting Month.”

c.             Section 6.3 (Total Leverage Ratio) is amended by (i) replacing the heading “Total Leverage Ratio” with the heading “Leverage Ratios”, (ii) inserting the phrase “6.3.1 Total Leverage Ratio” in front of the existing text in that Subsection and (iii) inserting the following language as a new Subsection 6.3.2:

“6.3.2 EBITDA Leverage Ratio.  As at the end of each fiscal quarter specified below, the Borrower and its Subsidiaries, on a Consolidated basis, shall maintain an EBITDA Leverage Ratio of no more than the ratio specified below for such fiscal quarter:

Fiscal Quarters Ending.	EBITDA Leverage Ratio
Closing Date through 11/30/08	5.45:1.00
12/1/08 through 11/30/09	5.10:1.00
12/1/09 through 11/30/10	4.30:1.00
12/1/10 through 11/30/12	3.80:1.00
12/1/12 and thereafter	3.75:1.00

This covenant shall be tested as at the end of each fiscal quarter.

d.             Clauses (e) and (i) of Subsection 7.7.2 (Sales and Other Dispositions) are amended by deleting the proviso set forth at the end of each clause.

e.             Subsection 7.7.2 (Sales and Other Dispositions) is amended by adding the following language after clause (i) of that Subsection:

“(j)          transfers by the Borrower or any of its Subsidiaries of parcels of real property contained within any Material Real Property so long as (i) such parcel(s) are not material to the

business of the Borrower or any of its Subsidiaries as to be determined in the sole discretion of the Agent, (ii) the loss in value of any Material Real Property containing such parcel(s) to be disposed of pursuant to this clause is not so great as to cause it to no longer be Material Real Property as defined herein, and (iii) the fair market value of all of the parcels of real property so disposed of pursuant to this clause (j) less the fair market value of any parcels added to the Material Real Property as a result of any exchange or swap of parcels disposed of pursuant to this clause (j) does not exceed $7,500,000 during the term of this Agreement.”

f.              Section 9.1 (Defined Terms) is amended by adding the following definitions, each in their correct alphabetical location:

“EBITDA: for any Person for any period, the Net Income of such Person for such period plus the sum of the following (to the extent deducted in the computation of such Net Income and without duplication): (a) depreciation expense and cost depletion; (b) amortization expense; (c) Interest Expense; and (d) Borrower Taxes (but, if there is a net tax benefit, such tax benefit shall be deducted from Net Income in calculating EBITDA).

“EBITDA Leverage Ratio: as of the end of any fiscal quarter, the ratio of (a) the sum of (i) Average Indebtedness minus (ii) the Actual Value of any and all Operating Leases respecting property, plant and equipment minus (iii) obligations under Synthetic Leases, in each case for the four fiscal quarter period then ending to (b) EBITDA for such four fiscal quarter period.”

g.             Exhibit K (Form of Officer’s Compliance Certificate) is amended and restated in the form attached to this Amendment No. 1 as Exhibit A.

3.             REPRESENTATIONS AND WARRANTIES.  In order to induce the Lenders, the Issuing Bank, the Swing Lender and the Agent to agree to amend the Original Credit Agreement in the manner set forth herein, the Borrower makes the following representations and warranties, which shall survive the execution and delivery of this Amendment No. 1:

(1)           As of the date hereof and after giving effect to the amendments contained herein, no Default or Event of Default has occurred and is continuing or would exist immediately after giving effect to the amendments contained herein;

(2)           Each of the representations and warranties of the Borrower and the other Loan Parties made in the Loan Documents is true and correct in all respects (or in all material respects if any such representation or warranty is not by its terms already qualified as to materiality) both before and after giving effect to the amendments contemplated hereby as though each such representation and warranty were made at and as of the date hereof unless relating solely to an earlier date, in which case such representation and warranty shall be true and

correct in all respects as of such earlier date (or in all material respects as of such earlier date if any such representation or warranty is not by its terms qualified as to materiality);

(3)           The execution, delivery and performance of this Amendment No. 1 has been duly authorized by all requisite corporate action on the part of Borrower; and

(4)           No consent or approval of any third party, including, without limitation, any governmental agency or authority is necessary in connection with the execution, delivery and/or performance of this Amendment No. 1 and/or the enforceability hereof.  Upon execution by the parties set forth on the signature lines below, this Amendment No. 1 will constitute the legal, valid and binding obligation of the Borrower, enforceable against it in accordance with the terms hereof.

4.             EFFECTIVENESS.  The amendments to the Original Credit Agreement set forth in Article 2 above shall become effective, as of the date hereof, immediately upon the last to occur of the following:

(1)           The Majority Lenders shall have consented to this Amendment No. 1;

(2)           The Agent and Borrower shall have duly executed this Amendment No. 1;

(3)           An Amended and Restated Intercreditor Agreement, in substantially the form delivered to the Lenders, shall have been executed and delivered by the parties thereto; and

(4)           The Agent and Lenders shall have received such other information as they shall reasonably request.

5.             MISCELLANEOUS.

a.             Counterparts.  This Amendment No. 1 may be executed in counterparts and by different parties hereto in separate counterparts, each of which, when executed and delivered, shall be deemed to be an original and all of which, when taken together, shall constitute one and the same instrument.  A photocopied or facsimile signature shall be deemed to be the functional equivalent of a manually executed original for all purposes.

b.             Ratification.  Except as set forth in Article 2 of this Amendment No. 1, no amendment or modification to the Credit Agreement is intended hereby.  The Original Credit Agreement, as amended by this Amendment No. 1, and the other Loan Documents (and/or in connection with this Amendment No. 1) are, and shall continue to be, in full force and effect.  Each of the parties hereto hereby confirms, approves and ratifies in all respects the Original Credit Agreement, as amended by this Amendment No. 1, and each of the parties hereto and each of the Guarantors hereby confirms and ratifies in all respects all of the other agreements, documents and instruments to which such Person is a party and delivered in connection with the Original Credit Agreement (and/or in connection with this Amendment No. 1). Without limiting the generality of the foregoing, the Borrower and the Guarantors, hereby confirm that the pledges

and the security interest granted pursuant to the Loan Documents continue to secure all of the Secured Obligations under and ratifies (i) the Original Credit Agreement as amended hereby and (ii) the other Loan Documents.

c.             Payment of Expenses.  Without limiting other payment obligations of the Borrower set forth in the Credit Agreement, the Borrower agrees to pay all reasonable costs and expenses incurred by Agent in connection with the preparation, execution and delivery of this Amendment No. 1 and any other documents, agreements and/or instruments which may be delivered in connection herewith, including, without limitation, the reasonable fees and expenses of Agent’s counsel, Drinker Biddle & Reath LLP.

d.             Governing Law.  This Amendment No. 1 shall be construed in accordance with, and governed by, the internal laws of the Commonwealth of Pennsylvania, without regard to the choice of law principles of such state.

e.             References.  From and after the effective date of this Amendment No. 1, each reference in the Credit Agreement to “this Agreement”, “hereof, “hereunder” or words of like import, and all references to the Credit Agreement in any and all agreements, instruments, certificates and other documents, shall be deemed to mean the Credit Agreement as modified and amended by this Amendment No. 1 and as the same may be further amended, modified or supplemented in accordance with the terms thereof.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the undersigned have caused this Amendment No. 1 to be duly executed by their respective, duly authorized officers as of the date first above written.

/s/ Paul I. Detwiler, III
Name:	Paul I. Detwiler, III
Title:	Executive Vice President, Chief Financial Officer and Secretary

[Signature Page to Amendment No. 1 to Second Amended and Restated Credit Agreement New Enterprise Stone & Lime Co., Inc.]

MANUFACTURERS AND TRADERS
TRUST COMPANY, as Agent and Lender
By:	/s/ Stephen A. Foreman
	Name:
	Title:

[Signature Page to Amendment No. 1 to Second Amended and Restated Credit Agreement New Enterprise Stone & Lime Co., Inc.]

Acknowledged and agreed to by:

Guarantors:
MARTIN LIMESTONE, INC.
STAR CARRIERS, INC.
ABC PAVING CO., INC.
E.R.S.C., INC.
GATEWAY TRADE CENTER INC.
BUFFALO CRUSHED STONE INC.
By:	/s/ Paul I. Detwiler, III
	Name:	Paul I. Detwiler, III
	Title:	Vice President and Assistant Secretary,
		on behalf of each of the foregoing
NEW ENTERPRISE TRANSPORTATION, INC.
By:	/s/ Paul I. Detwiler, III
	Name:	Paul I. Detwiler, III
	Title:	Vice President and Secretary
VALLEY QUARRIES, INC.
By:	/s/ Paul I. Detwiler, III
	Name:	Paul I. Detwiler, III
	Title:	President and Assistant Secretary
BLAIR BEDFORD PAVING COMPANY, INC.
By:	/s/ Paul I. Detwiler, III
	Name:	Paul I. Detwiler, III
	Title:	Secretary and Treasurer

[Signature Page to Amendment No. 1 to Second Amended and Restated Credit Agreement New Enterprise Stone & Lime Co., Inc.]

NESL BUFFALO HOLDINGS, INC.
2544 CLINTON, INC.
By:	/s/ Paul I. Detwiler, III
	Name:	Paul I. Detwiler, III
	Title:	Vice President, Secretary and Treasurer
STABLER COMPANIES INC.
By:	/s/ Paul I. Detwiler, III
	Name:	Paul I. Detwiler, III
	Title:	Vice President and Secretary
PROTECTION SERVICES INC.
SCI PRODUCTS INC.
WORK AREA PROTECTION CORP.
EASTERN INDUSTRIES, INC.
STABLER DEVELOPMENT COMPANY
ELCO-HAUSMAN CONSTRUCTION CORPORATION
EII TRANSPORT INC.
PRECISION SOLAR CONTROLS INC.
ASTI TRANSPORTATION SYSTEMS, INC.
By:	/s/ Paul I. Detwiler, III
	Name:	Paul I. Detwiler, III
	Title:	Vice President and Assistant Secretary

[Signature Page to Amendment No. 1 to Second Amended and Restated Credit Agreement New Enterprise Stone & Lime Co., Inc.]

EXHIBIT A

FORM OF OFFICER’S COMPLIANCE CERTIFICATE

EXHIBIT K

FORM OF OFFICER’S COMPLIANCE CERTIFICATE

Reference is made to the Second Amended and Restated Credit Agreement dated as of January 11, 2008 (as amended, modified or supplemented through the date hereof, the “Credit Agreement”), by and among MANUFACTURERS AND TRADERS TRUST COMPANY, as Agent, Co-Lead Arranger, Issuing Bank, Swing Lender and a Lender, NATIONAL CITY BANK, as Co-Lead Arranger, Syndication Agent and a Lender, and the other Lenders referred to therein, and NEW ENTERPRISE STONE & LIME CO., INC. (the “Borrower”).  Terms are used herein as defined in the Credit Agreement.

This Certificate is delivered by the Borrower in respect of the fiscal [year] [quarter] of the Borrower ending on                                      , 20       (the “Reference Date”).  In accordance with the terms of Subsection 5.1.4 of the Credit Agreement, the undersigned, the [Chief Executive Officer] [Chief Financial Officer] of the Borrower, does hereby certify to the Agent as follows:

1.             As at the date hereof, [there exists no Event of Default or Default.] [there [exists/existed] the [Event[s] of Default] [and] [Default[s]] specified on Schedule A annexed hereto for the periods specified thereon, and with respect to which the Borrower [proposes to take] [and] [has taken] the action[s] set forth thereon.]

2.             As of the end of the [quarter] [fiscal year] to which this Certificate relates, the assets of Rock Solid Insurance constitute less than 5% of the assets of the Borrower and its Subsidiaries and the EBITDA of Rock Solid Insurance constitutes less than 5% of the EBITDA of the Borrower and its Subsidiaries, in each case, based upon the Consolidated financial statements of the Borrower most recently delivered pursuant to the Credit Agreement. [The calculations set forth below include the results of Rock Solid Insurance at and as of the date of such Consolidated financial statements.](1) [The calculations set forth below exclude the results of Rock Solid Insurance at and as of the date of such Consolidated financial statements.  A reconciliation showing the effect of including Rock Solid Insurance in such calculations is set forth on Annex 2 hereto.](2)

3.             The Borrower is in compliance with the financial covenants set forth in Article 6 of the Credit Agreement, as tested in accordance with Section 6.6 of the Credit Agreement, as more fully set forth below and on Annex 1 hereto.

(1)   Include if the assets and EBITDA of Rock Solid Insurance are each less than 5% of the assets or EBITDA of the Borrower based on the most recently delivered Consolidated financial statements.

(2)  Include if either the assets or EBITDA of Rock Solid Insurance is greater than 5% of the assets or EBITDA of the Borrower based on the most recently delivered Consolidated financial statements.

	Actual	Required
Net Worth (Section 6.1)
(Tested as at the end of each fiscal year) Actual Net Worth:
Total assets
Minus
Total liabilities
Net Worth amount
Required Net Worth:
85% of Closing Date Net Worth(3)
50% of Cumulative Net Income
90% of Net Proceeds of issuance of or, exercise or conversion into equity securities
Required Net Worth amount	at least

	Actual	Required
Fixed Charge Coverage Ratio(Section 6.2)
(Tested as at the end of each fiscal quarter)
EBITDAR
minus the lesser of (i) Non Financed Capital
Expenditures for the four fiscal quarters then
ending and (ii) Maximum Capital Expenditures
at date of determination,
minus
Borrower Taxes paid in cash
Fixed Charges for the four fiscal quarters
then ending
Ratio			at least

(3)  Defined as Net Worth on February 28, 2007.

Total Leverage Ratio (Section 6.3.1)
(Tested as at the end of each fiscal quarter)
Average Indebtedness for the four fiscal
quarters then ending
EBITDAR for the four fiscal quarters
then ending
Ratio		no more than
EBITDA Leverage Ratio (Section 6.3.2)
(Tested as at the end of each fiscal quarter)
Average Indebtedness
minus
Actual Value of Operating Leases
minus
Obligations under Synthetic Leases
for the four fiscal quarters then ending
EBITDA for such four fiscal quarter
period then ending
Ratio	no more than
Capital Expenditures (Section 6.4)
(Tested as at the end of each fiscal year)
Expenditures for fixed or capital assets
Expenditures in respect of Synthetic Leases
Capital Expenditure amount		no more than plus, if applicable, permitted carry over amount
Operating Lease Expense(Section 6.5)
(Tested as at the end of each fiscal quarter)
Operating Lease Expense amount for
the four fiscal quarters then ending		No more than $7,500,000

Annexed hereto as Annex 1 are calculations supporting the figures reported above.

4.             The aggregate amount of Investments by the Borrower or any of its direct or indirect wholly-owned Subsidiaries in Rock Solid Insurance as of the date hereof is $

             .  Such amount does not exceed the amount permitted under paragraph (j) of Section 7.3 of the Credit Agreement.

5.             The aggregate sale price of equipment which was obsolete or no longer used or useful in the business of the Borrower or any of its Subsidiaries and was sold or disposed of by the Borrower or any of its Subsidiaries equals $                     in the aggregate for the fiscal quarter most recently ended, and $                       in the aggregate for the current fiscal year.  The aggregate amount for the current fiscal year does not exceed the amount permitted under paragraph (d) of Subsection 7.7.2 of the Credit Agreement.

6.             The fair market value of any property of the Borrower or any of its Subsidiaries (other than Material Real Property) transferred in like-kind exchanges pursuant to Section 1031 of the Code equals $                    in the aggregate for the fiscal quarter most recently ended, and $                      in the aggregate for the current fiscal year.  The aggregate amount for the current fiscal year does not exceed the amount permitted under paragraph (e) of Subsection 7.7.2 of the Credit Agreement.

7.             The aggregate sale price of assets of the Borrower or any of its Subsidiaries sold or disposed of not in the ordinary course of business equals $                       in the aggregate for the fiscal quarter most recently ended, and $                        in the aggregate for the current fiscal year.  The aggregate amount for the current fiscal year does not exceed the amount permitted under paragraph (f) of Subsection 7.7.2 of the Credit Agreement.

8.             The aggregate sale price of equipment of the Borrower or any of its Subsidiaries transferred in connection with sale-leaseback transactions equals $                     in the aggregate for the fiscal quarter most recently ended, and $                    in the aggregate during the term of the Credit Agreement.  All equipment subject to such sale-leaseback transactions has an invoice date within one year of the date of such transfer.  The aggregate amount during the term of the Credit Agreement does not exceed the amount permitted under paragraph (h) of Subsection 7.7.2 of the Credit Agreement.

9.             The fair market value of any real property of the Borrower or any of its Subsidiaries (other than Material Real Property) sold or disposed of equals $                     in the aggregate for the fiscal quarter most recently ended, and $                     in the aggregate for the current fiscal year.  The aggregate amount for the current fiscal year does not exceed the amount permitted under paragraph (i) of Subsection 7.7.2 of the Credit Agreement.

10.           The fair market value of all of the parcels of real property disposed of pursuant to paragraph (j) of Subsection 7.7.2 less the fair market value of any parcels added to the Material Real Property as a result of any exchange or swap of parcels disposed of equals $                       in the aggregate for the fiscal quarter most recently ended, and $                      in the aggregate during the term of the Credit Agreement.  The aggregate amount during the term of the Credit Agreement does not exceed the amount permitted under paragraph (j) of Subsection 7.7.2 of the Credit Agreement

[Signature Page Follows].

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of                                          , 20     .

NEW ENTERPRISE STONE & LIME CO., INC.
By:
Name:	Paul I. Detwiler, III
Title:	Executive Vice President, Chief Financial
	Officer and Secretary

[Signature Page to the Officer’s Compliance Certificate (first lien)]

EX-10.4

Exhibit 10.4

EXECUTION VERSION

AMENDMENT NO. 2 AND MODIFICATION TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT

AMENDMENT NO. 2 AND MODIFICATION TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 20,2008 (this “Amendment No. 2”), among NEW ENTERPRISE STONE & LIME CO., INC. (the “Borrower”), the GUARANTORS signatory hereto, MANUFACTURERS AND TRADERS TRUST COMPANY, as Agent, Issuing Bank, Swing Lender and a Lender (the “Agent”), and the other LENDERS set forth on the signature pages to this Amendment No. 2.

WITNESSETH:

WHEREAS, the Borrower, the Agent and certain other parties entered into that certain Second Amended and Restated Credit Agreement, dated as of January 11, 2008 (as amended by Amendment No. 1 dated as of February 14, 2008, the “Original Credit Agreement”), which provides for certain extensions of credit to the Borrower and its Subsidiaries, subject to certain terms and conditions.

WHEREAS, the Borrower and the Lenders have agreed to amend and modify the Original Credit Agreement as more specifically set forth herein (the Original Credit Agreement, as amended by this Amendment No. 2, and as the same may be further amended, restated, modified and/or supplemented from time to time, being referred to as the “Credit Agreement”);

NOW, THEREFORE, in consideration of the agreements herein contained, and for other valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows.

1.             DEFINITIONS.  Except as otherwise defined in this Amendment No. 2, initially capitalized terms shall have the respective meanings assigned to such terms in the Original Credit Agreement.

2.             AMENDMENTS.  Upon satisfaction of the conditions set forth in Article 6 below, effective as of the date first above written:

(a)           Section 9.1 (Defined Terms) is amended by adding the following definition, in its correct alphabetical location:

“Conversion Deferred Tax Liability: the deferred tax liability (in an amount not to exceed $75,000,000 as at any date of determination) that arose on or about January 1,2008 in connection with the Borrower’s termination of its election to be treated as an S Corporation under the Code, as such deferred tax liability may appear on the balance sheet of the Borrower as at the end any fiscal year in accordance with GAAP.

(b)           The definition of “Net Worth” in the Original Credit Agreement is amended and restated as follows:

“Net Worth: the excess of total assets over total liabilities (other than the Conversion Deferred Tax Liability), total assets and total liabilities each to be determined in accordance with GAAP.”

(c)           The following sentence shall be added at the end of the definition of “Borrower Taxes”:

“For the sake of clarity, Borrower Taxes includes deferred taxes of the Borrower and its Subsidiaries.”

3.             MODIFICATIONS.  Upon satisfaction of the conditions set forth in Article 6 below, the Agent and the Lenders agree to modify the requirement that Borrower deliver its:

(a)           annual financial statements for the fiscal year ended February 29, 2008, which are due by June 20, 2008 pursuant to the Waiver and Modification Agreement dated as of May 30, 2008, by and among the parties hereto and certain Lenders signatory thereto (the “Waiver and Modification Agreement”),

(b)           Officer’s Compliance Certificate for the quarter ended February 29, 2008, which is due by June 20, 2008 pursuant to the Waiver and Modification Agreement,

(c)           annual budget for the fiscal year commencing on March 1, 2008, which is due by June 20, 2008 pursuant to the Waiver and Modification Agreement,

(d)           monthly reports for the months ended March 31, 2008 and April 30, 2008, which are due by June 20, 2008 pursuant to the Waiver and Modification Agreement,

and, in each case, agree to extend the delivery deadline for such financial statements and reports referenced in clauses (a) through (d) above until June 30, 2008.  The modifications set forth herein are limited to their express terms and shall not imply that the Agent or the Lenders would be willing to expand the terms or provide additional waivers or modifications in the future.

4.             WAIVERS.  Agent and Lenders hereby waive any Default or Event of Default that may have arisen as a result of (i) the amendments set forth in Section 2 above not becoming effective until the date hereof, and (ii) Borrower’s failure to deliver the items specified in clauses (a) through (d) of Section 3 above to the extent the same are delivered no later than June 30, 2008.  The waivers set forth herein are limited to its express terms and shall not imply that the Agent or the Lenders would be willing to expand the terms or provide additional waivers in the future.

5.             REPRESENTATIONS AND WARRANTIES.  In order to induce the Lenders, the Issuing Bank, the Swing Lender and the Agent to agree to amend the Original Credit Agreement in the manner set forth herein, the Borrower makes the following representations and warranties, which shall survive the execution and delivery of this Amendment No. 2:

2

(1)           As of the date hereof and after giving effect to the amendments and modifications contained herein, no Default or Event of Default has occurred and is continuing or would exist immediately after giving effect to the amendments contained herein;

(2)           Each of the representations and warranties of the Borrower and the other Loan Parties made in the Loan Documents is true and correct in all respects (or in all material respects if any such representation or warranty is not by its terms already qualified as to materiality) both before and after giving effect to the amendments contemplated hereby as though each such representation and warranty were made at and as of the date hereof unless relating solely to an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date (or in all material respects as of such earlier date if any such representation or warranty is not by its terms qualified as to materiality);

(3)           The execution, delivery and performance of this Amendment No. 2 has been duly authorized by all requisite corporate action on the part of Borrower; and

(4)           No consent or approval of any third party, including, without limitation, any governmental agency or authority is necessary in connection with the execution, delivery and/or performance of this Amendment No. 2 and/or the enforceability hereof.  Upon execution by the parties set forth on the signature lines below, this Amendment No. 2 will constitute the legal, valid and binding obligation of the Borrower, enforceable against it in accordance with the terms hereof.

6.             EFFECTIVENESS.  The amendments, modifications and waivers to the Original Credit Agreement set forth in Articles 2, 3 and 4 above shall become effective, as of the date hereof, immediately upon the last to occur of the following:

(1)           The Majority Lenders shall have consented to this Amendment No. 2;

(2)           The Agent and Borrower shall have duly executed this Amendment No. 2; and

(3)           The Agent and Lenders shall have received such other information as they shall reasonably request.

7.             MISCELLANEOUS.

(a)           Counterparts.  This Amendment No. 2 may be executed in counterparts and by different parties hereto in separate counterparts, each of which, when executed and delivered, shall be deemed to be an original and all of which, when taken together, shall constitute one and the same instrument.  A photocopied or facsimile signature shall be deemed to be the functional equivalent of a manually executed original for all purposes.

(b)           Ratification.  Except as set forth in Articles 2, 3 and 4 of this Amendment No. 2, no amendment, modification or waiver to the Credit Agreement is intended

3

hereby.  The Original Credit Agreement, as amended by this Amendment No. 2, and the other Loan Documents (and/or in connection with this Amendment No. 2) are, and shall continue to be, in full force and effect.  Each of the parties hereto hereby confirms, approves and ratifies in all respects the Original Credit Agreement, as amended by this Amendment No. 2, and each of the parties hereto and each of the Guarantors hereby confirms and ratifies in all respects all of the other agreements, documents and instruments to which such Person is a party and delivered in connection with the Original Credit Agreement (and/or in connection with this Amendment No. 2). Without limiting the generality of the foregoing, the Borrower and the Guarantors, hereby confirm that the pledges and the security interest granted pursuant to the Loan Documents continue to secure all of the Secured Obligations under and ratifies (i) the Original Credit Agreement as amended hereby and (ii) the other Loan Documents.

(c)           Payment of Expenses.  Without limiting other payment obligations of the Borrower set forth in the Credit Agreement, the Borrower agrees to pay all reasonable costs and expenses incurred by Agent in connection with the preparation, execution and delivery of this Amendment No. 2 and any other documents, agreements and/or instruments which may be delivered in connection herewith, including, without limitation, the reasonable fees and expenses of Agent’s counsel, Drinker Biddle & Reath LLP.

(d)           Governing Law.  This Amendment No. 2 shall be construed in accordance with, and governed by, the internal laws of the Commonwealth of Pennsylvania, without regard to the choice of law principles of such state.

(e)           References.  From and after the effective date of this Amendment No. 2, each reference in the Credit Agreement to “this Agreement”, “hereof, “hereunder” or words of like import, and all references to the Credit Agreement in any and all agreements, instruments, certificates and other documents, shall be deemed to mean the Credit Agreement as modified and amended by this Amendment No. 2 and as the same may be further amended, modified or supplemented in accordance with the terms thereof.

[Signature Pages Follow]

4

IN WITNESS WHEREOF, the undersigned have caused this Amendment No. 2 to be duly executed by their respective, duly authorized officers as of the date first above written.

NEW ENTERPRISE STONE & LIME CO., INC., as Borrower
By	/s/ Paul I. Detwiler, III
	Name:	Paul I. Detwiler, III
	Title:	Executive Vice President, Chief Financial Officer and Secretary

[Signature Page to Amendment No. 2 to Second Amended and Restated Credit Agreement —

New Enterprise Stone & Lime Co., Inc.]

MANUFACTURERS AND TRADERS TRUST COMPANY, as Agent and Lender
By	/s/ Stephen A. Foreman
	Name:
	Title:

[Signature Page to Amendment No. 2 to Second Amended and Restated Credit Agreement —

New Enterprise Stone & Lime Co., Inc.]

Acknowledged and agreed to by:
	Guarantors:
	MARTIN LIMESTONE, INC.
	STAR CARRIERS, INC.
	ABC PAVING CO., INC.
	E.R.S.C., INC.
	GATEWAY TRADE CENTER INC.
	BUFFALO CRUSHED STONE INC.
	By:	/s/ Paul I. Detwiler, III
		Name:	Paul I. Detwiler, III
		Title:	Vice President and Assistant Secretary, on behalf of each of the foregoing
	NEW ENTERPRISE TRANSPORTATION, INC.
	By:	/s/ Paul I. Detwiler, III
		Name:	Paul I. Detwiler, III
		Title:	Vice President and Secretary
	VALLEY QUARRIES, INC.
	By:	/s/ Paul I. Detwiler, III
		Name:	Paul I. Detwiler, III
		Title:	President and Assistant Secretary
	BLAIR BEDFORD PAVING COMPANY, INC.
	By:	/s/ Paul I. Detwiler, III
		Name:	Paul I. Detwiler, III
		Title:	Secretary and Treasurer
	NESL BUFFALO HOLDINGS, INC.
	2544 CLINTON, INC.
	By:	/s/ Paul I. Detwiler, III
		Name:	Paul I. Detwiler, III
		Title:	Vice President, Secretary and Treasurer

[Signature Page to Amendment No. 2 to Second Amended and Restated Credit Agreement —

New Enterprise Stone & Lime Co., Inc.]

STABLER COMPANIES INC.
By:	/s/ Paul I. Detwiler, III
	Name:	Paul I. Detwiler, III
	Title:	Vice President and Secretary
PROTECTION SERVICES INC.
SCI PRODUCTS INC.
WORK AREA PROTECTION CORP.
EASTERN INDUSTRIES, INC.
STABLER DEVELOPMENT COMPANY
ELCO-HAUSMAN CONSTRUCTION CORPORATION
EII TRANSPORT INC.
PRECISION SOLAR CONTROLS INC.
ASTI TRANSPORTATION SYSTEMS, INC.
By:	/s/ Paul I. Detwiler, III
	Name:	Paul I. Detwiler, III
	Title:	Vice President and Assistant Secretary

[Signature Page to Amendment No. 2 to Second Amended and Restated Credit Agreement —

New Enterprise Stone & Lime Co., Inc.]

NATIONAL CITY BANK
By:	/s/  John F. McDonald
	Name:	John F. McDonald
	Title:	Assistant Vice President

[Signature Page to Amendment No. 2 to Second Amended and Restated Credit Agreement —

New Enterprise Stone & Lime Co., Inc.]

FIRST COMMONWEALTH BANK
By:	/s/ Lawrence C. Deihle
	Name:	Lawrence C. Deihle
	Title:	SVP

[Signature Page to Amendment No. 2 to Second Amended and Restated Credit Agreement —

New Enterprise Stone & Lime Co., Inc.]

SOVEREIGN BANK as successor to Waypoint Bank
By:	/s/ Zerick D. Cook
	Name:	Zerick D. Cook
	Title:	Vice President

[Signature Page to Amendment No. 2 to Second Amended and Restated Credit Agreement —

New Enterprise Stone & Lime Co., Inc.]

CITIZENS BANK OF PENNSYLVANIA
By:	/s/ Benjamin Ditson
	Name:	Benjamin Ditson
	Title:	Vice President

[Signature Page to Amendment No. 2 to Second Amended and Restated Credit Agreement —

New Enterprise Stone & Lime Co., Inc.]

KEY BANK, N.A.
By:	/s/ Mark F. Wachowiak
	Name:	Mark F. Wachowiak
	Title:	Vice President, Corporate Banking and Finance

[Signature Page to Amendment No. 2 to Second Amended and Restated Credit Agreement —

New Enterprise Stone & Lime Co., Inc.]

FULTON BANK
By:	/s/ James J. Dougherty
	Name:	James J. Dougherty
	Title:	VP Relationship Manager

[Signature Page to Amendment No. 2 to Second Amended and Restated Credit Agreement —

New Enterprise Stone & Lime Co., Inc.]

S&T BANK
By:	/s/ Michael J. Settimio
	Name:	Michael J. Settimio
	Title:	Senior Vice President

[Signature Page to Amendment No. 2 to Second Amended and Restated Credit Agreement —

New Enterprise Stone & Lime Co., Inc.]

HSBC BANK USA, N.A.
By:	/s/ Frank M. Eassa
	Name:	Frank M. Eassa
	Title:	AVP, Relationship Manager

[Signature Page to Amendment No. 2 to Second Amended and Restated Credit Agreement —

New Enterprise Stone & Lime Co., Inc.]

WILMINGTON TRUST OF PENNSYLVANIA
By:	/s/ Megan V. Rosanova
	Name:	Megan V. Rosanova
	Title:	AVP

[Signature Page to Amendment No. 2 to Second Amended and Restated Credit Agreement —

New Enterprise Stone & Lime Co., Inc.]

FIRSTMERIT BANK, N.A.
By:	/s/ Robert G. Morlan
	Name:	Robert G. Morlan
	Title:	Senior Vice President

[Signature Page to Amendment No. 2 to Second Amended and Restated Credit Agreement —

New Enterprise Stone & Lime Co., Inc.]

SANDY SPRING BANK
By:	/s/ Roy S. Lewis
	Name:	Roy S. Lewis
	Title:	Senior Vice President

[Signature Page to Amendment No. 2 to Second Amended and Restated Credit Agreement —

New Enterprise Stone & Lime Co., Inc.]

THE HUNTINGTON NATIONAL BANK
By:	/s/ David S. Vith
	Name:	David S. Vith
	Title:	Vice President

[Signature Page to Amendment No. 2 to Second Amended and Restated Credit Agreement —

New Enterprise Stone & Lime Co., Inc.]

FIRST NATIONAL BANK OF PENNSYLVANIA
formerly OMEGA BANK
By:	/s/ Karl K. Brustle
	Name:	Karl K. Brustle
	Title:	Senior Vice President

[Signature Page to Amendment No. 2 to Second Amended and Restated Credit Agreement —

New Enterprise Stone & Lime Co., Inc.]

TRISTATE CAPITAL BANK
By:	/s/ Paul J. Oris
	Name:	Paul J. Oris
	Title:	Senior Vice President

[Signature Page to Amendment No. 2 to Second Amended and Restated Credit Agreement —

New Enterprise Stone & Lime Co., Inc.]

AUDAX CREDIT OPPORTUNITIES OFFSHORE LTD.
By:	/s/ Michael P. McGonigle
	Name:	Michael P. McGonigle
	Title:	Authorized Signatory

[Signature Page to Amendment No. 2 to Second Amended and Restated Credit Agreement —

New Enterprise Stone & Lime Co., Inc.]

EX-10.5

Exhibit 10.5

EXECUTION VERSION

AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED
CREDIT AGREEMENT AND AUTHORIZATION

AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND AUTHORIZATION dated as of January 22, 2009 (this “Amendment No. 3”), among NEW ENTERPRISE STONE & LIME CO., INC. (the “Borrower”), the GUARANTORS signatory hereto, MANUFACTURERS AND TRADERS TRUST COMPANY, as Agent (the “Agent”), Issuing Bank, Swing Lender and a Lender, and the other LENDERS set forth on the signature pages to this Amendment No. 3.

WITNESSETH:

WHEREAS, the Borrower, the Agent and certain other parties entered into that certain Second Amended and Restated Credit Agreement, dated as of January 11, 2008 (as amended by that certain Amendment No. 1 to Second Amended and Restated Credit Agreement dated as of February 14, 2008, that certain Waiver and Modification to Second Amended and Restated Credit Agreement, dated as of May 30, 2008, and that certain Amendment No. 2 and Modification to Second Amended and Restated Credit Agreement dated as of June 20, 2008, the “Existing Credit Agreement”), which provides for certain extensions of credit to the Borrower, subject to certain terms and conditions.

WHEREAS, the Borrower and the Lenders have agreed to amend and modify the Existing Credit Agreement as more specifically set forth herein (the Existing Credit Agreement, as amended by this Amendment No. 3, and as the same may be further amended, restated, modified and/or supplemented from time to time, being referred to as the “Credit Agreement”);

WHEREAS, the Lenders have agreed on the terms and subject to the conditions set forth below (i) to authorize and direct the Agent to amend the Second Amended and Restated Environmental Indemnity Agreement (the “Environmental Indemnity Agreement”) as set forth in Section 3 below, and (ii) to waive any Default or Event of Default that might have arisen due to the prior ineffectiveness of the aforesaid amendment;

NOW, THEREFORE, in consideration of the agreements herein contained, and for other valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows.

1.             DEFINITIONS.  Except as otherwise defined in this Amendment No. 3, initially capitalized terms shall have the respective meanings assigned to such terms in the Credit Agreement.

2.             AMENDMENTS.  Upon satisfaction of the conditions set forth in Article 6 below, effective as of the date hereof, the Existing Credit Agreement shall be amended in the manner set forth below:

(a)           Clause (c) of Section 1.1.1 of the Existing Credit Agreement (Revolving Credit Loans and RC Commitment; Commitment to Make RC Loans) is amended and restated as follows:

“(c) the RC Lenders shall not be obligated to make any RC Loans during any 30-day Clean-down Period of any fiscal year as described in Subsection 1.5.3 (Repayment During Clean-Down Period) if, after giving effect to such Loans, the sum of the aggregate principal amount of any outstanding RC Loans and Swing Loans, the aggregate outstanding amount of any Unreimbursed Drawings and the aggregate face amount of any outstanding Letters of Credit (to the extent such face amount is undrawn) would exceed such amount contemplated by Subsection 1.5.3 (Repayment During Clean-Down Period).”

(b)           Section 1.5.3 (Repayments of RC Loans and Swing Loans; Repayment during Clean-down Period) in the Existing Credit Agreement is amended and restated as follows:

“The Borrower hereby covenants and agrees that for a period of thirty (30) consecutive days during the fourth fiscal quarter of each fiscal year of the Borrower prior to the RC Maturity Date (a ‘Clean-down Period’) the sum of the aggregate principal amount of any outstanding RC Loans and Swing Loans, the aggregate outstanding amount of any Unreimbursed Drawings and the aggregate face amount of any outstanding Letters of Credit (to the extent such face amount is undrawn) shall not exceed $75,000,000.  It shall repay so much of the RC Loans and/or Swing Loans and/or reimburse the Issuing Bank for any Unreimbursed Drawings as is necessary to be in compliance with the provisions of this Subsection 1.5.3.”

3.             AUTHORIZATION.  In order to clarify the full time line and scope of duties for the actions set forth on, or contemplated by, Schedule II to the Environmental Indemnity Agreement, the Lenders authorize and direct the Agent to enter into an amendment (the “Amendment”), to the Environmental Indemnity Agreement in substantially the form set forth on Annex A hereto.

4.             WAIVER.  Agent and Lenders hereby waive, if applicable, any Default or Event of Default, if any, that may have arisen as a result of the Amendment not being effective prior to the date hereof or the date of such Amendment.

5.             REPRESENTATIONS AND WARRANTIES.  In order to induce the Lenders, the Issuing Bank, the Swing Lender and the Agent to agree to amend the Existing Credit Agreement in the manner set forth herein, the Borrower makes the following representations and warranties, which shall survive the execution and delivery of this Amendment No. 3:

(1)           As of the date hereof and after giving effect to the amendments, authorization, and waiver contained herein in Articles 2, 3, and 4 no Default or Event of Default has occurred and is continuing or would exist immediately after giving effect to the amendments contained herein;

(2)           Each of the representations and warranties of the Borrower and the other Loan Parties made in the Loan Documents is true and correct in all respects (or in

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all material respects if any such representation or warranty is not by its terms already qualified as to materiality) both before and after giving effect to the amendments contemplated hereby as though each such representation and warranty were made at and as of the date hereof unless relating solely to an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date (or in all material respects as of such earlier date if any such representation or warranty is not by its terms qualified as to materiality);

(3)           The execution, delivery and performance of this Amendment No. 3 has been duly authorized by all requisite corporate action on the part of Borrower; and

(4)           No consent or approval of any third party, including, without limitation, any governmental agency or authority is necessary in connection with the execution, delivery and/or performance of this Amendment No. 3 and/or the enforceability hereof.  Upon satisfaction of the conditions set forth in Section 6, this Amendment No. 3 will constitute the legal, valid and binding obligation of the Borrower, enforceable against it in accordance with the terms hereof.

6.             EFFECTIVENESS.  The provisions set forth in Articles 2, 3 and 4 above shall become effective, as of the date hereof, immediately upon the last to occur of the following:

(1)           The Agent shall have executed this Amendment No. 3 and received counterparts of this Amendment No. 3 duly executed and delivered on behalf of the Borrower and the Majority Lenders;

(2)           The Agent shall have received payment by Borrower of all invoiced out-of-pocket fees, costs, expenses and other amounts required to be paid by Borrower in connection with the execution and delivery of this Amendment No. 3 or otherwise under the Loan Documents;

(3)           The Borrower shall have paid to the Agent, for the account of each of the Lenders who shall have executed and delivered its signature page to this Amendment No. 3 no later than the time specified, and in accordance with the instructions set forth, on Annex B hereto an amendment fee equal to 10 basis points on the amount of such Lender’s RC Commitment (whether borrowed or not) and outstanding Term Loans; and

(4)           The Agent shall have received such other information as it shall reasonably request.

7.             MISCELLANEOUS.

(a)           Counterparts.  This Amendment No. 3 may be executed in counterparts and by different parties hereto in separate counterparts, each of which, when executed and delivered, shall be deemed to be an original and all of which, when taken together, shall constitute one and the same instrument.  A photocopied, facsimile or pdf signature shall be deemed to be the functional equivalent of a manually executed original for all purposes.

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(b)           Ratification.  Except as set forth in Articles 2, 3 and 4 of this Amendment No. 3, no amendment, authorization or waiver to the Credit Agreement is intended hereby.  The Existing Credit Agreement, as amended by this Amendment No. 3, and the other Loan Documents (and/or in connection with this Amendment No. 3) are, and shall continue to be, in full force and effect.  Each of the parties hereto hereby confirms, approves and ratifies in all respects the Existing Credit Agreement, as amended by this Amendment No. 3, and each of the parties hereto and each of the Guarantors hereby confirms and ratifies in all respects all of the other agreements, documents and instruments to which such Person is a party and delivered in connection with the Existing Credit Agreement (and/or in connection with this Amendment No. 3). Without limiting the generality of the foregoing, the Borrower and the Guarantors, hereby confirm that the pledges and the security interest granted pursuant to the Loan Documents continue to secure all of the Secured Obligations under and ratifies (i) the Existing Credit Agreement as amended hereby and (ii) the other Loan Documents.

(c)           Payment of Expenses.  Without limiting other payment obligations of the Borrower set forth in the Credit Agreement, the Borrower agrees to pay all reasonable costs and expenses incurred by Agent in connection with the preparation, execution and delivery of this Amendment No. 3 and any other documents, agreements and/or instruments which may be delivered in connection herewith, including, without limitation, the reasonable fees and expenses of Agent’s counsel, Drinker Biddle & Reath LLP.

(d)           Governing Law.  This Amendment No. 3 shall be construed in accordance with, and governed by, the internal laws of the Commonwealth of Pennsylvania, without regard to the choice of law principles of such state.

(e)           References.  From and after the effective date of this Amendment No. 3, each reference in the Credit Agreement to “this Agreement”, “hereof, “hereunder” or words of like import, and all references to the Credit Agreement in any and all agreements, instruments, certificates and other documents, shall be deemed to mean the Credit Agreement as modified and amended by this Amendment No. 3 and as the same may be further amended, modified or supplemented in accordance with the terms thereof.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the undersigned have caused this Amendment No. 3 to be duly executed by their respective, duly authorized officers as of the date first above written.

NEW ENTERPRISE STONE & LIME CO., INC., as Borrower
By:	/s/ Paul I. Detwiler, III
	Name:	Paul I. Detwiler, III
	Title:	Executive Vice President, Chief Financial Officer and Secretary

[Signature Page to Amendment No. 3 to Second Amended and Restated Credit Agreement-
New Enterprise Stone & Lime Co., Inc.]

Acknowledged and agreed to by:
	Guarantors:
	MARTIN LIMESTONE, INC.
	STAR CARRIERS, INC.
	ABC PAVING CO., INC.
	E.R.S.C., INC.
	GATEWAY TRADE CENTER INC.
	BUFFALO CRUSHED STONE INC.
	By:	/s/ Paul I. Detwiler, III
		Name:	Paul I. Detwiler, III
		Title:	Vice President and Assistant Secretary, on behalf of each of the foregoing
	NEW ENTERPRISE TRANSPORTATION, INC.
	By:	/s/ Paul I. Detwiler, III
		Name:	Paul I. Detwiler, III
		Title:	Vice President and Secretary
	VALLEY QUARRIES, INC.
	By:	/s/ Paul I. Detwiler, III
		Name:	Paul I. Detwiler, III
		Title:	President and Assistant Secretary
	BLAIR BEDFORD PAVING COMPANY, INC.
	By:	/s/ Paul I. Detwiler, III
		Name:	Paul I. Detwiler, III
		Title:	Secretary and Treasurer
	NESL BUFFALO HOLDINGS, INC.
	2544 CLINTON, INC.
	By:	/s/ Paul I. Detwiler, III
		Name:	Paul I. Detwiler, III
		Title:	Vice President, Secretary and Treasurer

[Signature Page to Amendment No. 3 to Second Amended and Restated Credit Agreement-
New Enterprise Stone & Lime Co., Inc.]

STABLER COMPANIES INC.
By:	/s/ Paul I. Detwiler, III
	Name:	Paul I. Detwiler, III
	Title:	Vice President and Secretary
PROTECTION SERVICES INC.
SCI PRODUCTS INC.
WORK AREA PROTECTION CORP.
EASTERN INDUSTRIES, INC.
STABLER DEVELOPMENT COMPANY
ELCO-HAUSMAN CONSTRUCTION CORPORATION
EII TRANSPORT INC.
PRECISION SOLAR CONTROLS INC.
ASTI TRANSPORTATION SYSTEMS, INC.
By:	/s/ Paul I. Detwiler, III
	Name:	Paul I. Detwiler, III
	Title:	Vice President and Assistant Secretary

[Signature Page to Amendment No. 3 to Second Amended and Restated Credit Agreement-
New Enterprise Stone & Lime Co., Inc.]

MANUFACTURERS AND TRADERS TRUST COMPANY, as Agent and Lender
By:	/s/ Stephen A. Foreman
	Name:	Stephen A. Foreman
	Title:	Regional Executive

[Signature Page to Amendment No. 3 to Second Amended and Restated Credit Agreement-
New Enterprise Stone & Lime Co., Inc.]

NATIONAL CITY BANK
By:	/s/ Kenneth S. Jamison
	Name:	Kenneth S. Jamison
	Title:	Senior Vice President

[Signature Page to Amendment No. 3 to Second Amended and Restated Credit Agreement-
New Enterprise Stone & Lime Co., Inc.]

FIRST COMMONWEALTH BANK
By:	/s/ Lawrence C. Deihle
	Name:	Lawrence C. Deihle
	Title:	Senior Vice President

[Signature Page to Amendment No. 3 to Second Amended and Restated Credit Agreement-
New Enterprise Stone & Lime Co., Inc.]

SOVEREIGN BANK
By:	/s/ Zerick D. Cook
	Name:	Zerick D. Cook
	Title:	Vice President

[Signature Page to Amendment No. 3 to Second Amended and Restated Credit Agreement-
New Enterprise Stone & Lime Co., Inc.]

CITIZENS BANK OF PENNSYLVANIA
By:	/s/ Benjamin Ditson
	Name:	Benjamin Ditson
	Title:	Vice President

[Signature Page to Amendment No. 3 to Second Amended and Restated Credit Agreement-
New Enterprise Stone & Lime Co., Inc.]

S&T BANK
By:	/s/ Michael J. Settimio
	Name:	Michael J. Settimio
	Title:	Senior Vice President

[Signature Page to Amendment No. 3 to Second Amended and Restated Credit Agreement-
New Enterprise Stone & Lime Co., Inc.]

FIFTH THIRD BANK
By:	/s/ Joe Hynds
	Name:	Joe Hynds
	Title:	Vice President

[Signature Page to Amendment No. 3 to Second Amended and Restated Credit Agreement-
New Enterprise Stone & Lime Co., Inc.]

TRISTATE CAPITAL BANK
By:	/s/ Paul J. Oris
	Name:	Paul J. Oris
	Title:	Senior Vice President

[Signature Page to Amendment No. 3 to Second Amended and Restated Credit Agreement-
New Enterprise Stone & Lime Co., Inc.]

FIRSTMERIT BANK, N.A.
By:	/s/ Robert G. Morlan
	Name:	Robert G. Morlan
	Title:	Senior Vice President

[Signature Page to Amendment No. 3 to Second Amended and Restated Credit Agreement-
New Enterprise Stone & Lime Co., Inc.]

WELLS FARGO EQUIPMENT FINANCE, INC.
By:	/s/ William D. Robinson
	Name:	William D. Robinson
	Title:	Senior Vice President

[Signature Page to Amendment No. 3 to Second Amended and Restated Credit Agreement-
New Enterprise Stone & Lime Co., Inc.]

KEY BANK, N.A.
By:	/s/ Mark F. Wachowiak
	Name:	Mark F. Wachowiak
	Title:	Vice President

[Signature Page to Amendment No. 3 to Second Amended and Restated Credit Agreement-
New Enterprise Stone & Lime Co., Inc.]

FULTON BANK
By:	/s/ James J. Dougherty
	Name:	James J. Dougherty
	Title:	Vice President - Relationship Manager

[Signature Page to Amendment No. 3 to Second Amended and Restated Credit Agreement-
New Enterprise Stone & Lime Co., Inc.]

THE PRIVATEBANK & TRUST COMPANY
By:	/s/ Richard J. Kress
	Name:	Richard J. Kress
	Title:	Managing Director

[Signature Page to Amendment No. 3 to Second Amended and Restated Credit Agreement-
New Enterprise Stone & Lime Co., Inc.]

SANDY SPRING BANK
By:	/s/ Roy S. Lewis
	Name:	Roy S. Lewis
	Title:	Senior Vice President

[Signature Page to Amendment No. 3 to Second Amended and Restated Credit Agreement-
New Enterprise Stone & Lime Co., Inc.]

FIRST NATIONAL BANK
By:	/s/ Nicholas B. Gates
	Name:	Nicholas B. Gates
	Title:	Assistant Vice President

[Signature Page to Amendment No. 3 to Second Amended and Restated Credit Agreement-
New Enterprise Stone & Lime Co., Inc.]

WILMINGTON TRUST
By:	/s/ Megan V. Rosanova
	Name:	Megan V. Rosanova
	Title:	AVP

[Signature Page to Amendment No. 3 to Second Amended and Restated Credit Agreement-
New Enterprise Stone & Lime Co., Inc.]

AUDAX CREDIT OPPORTUNITIES OFFSHORE LTD.
By:	/s/ Michael P. McGonigle
	Name:	Michael P. McGonigle
	Title:	Authorized Signatory

[Signature Page to Amendment No. 3 to Second Amended and Restated Credit Agreement-
New Enterprise Stone & Lime Co., Inc.]

Annex A

Amendment to Environmental Indemnity Agreement

Clause (i) of Section 3.2 of the Environmental Indemnity Agreement is deleted and Section 4 of the Environmental Indemnity Agreement is deleted in its entirety and said Section 4 is replaced with the following:

“Obligors hereby confirm that either (i) they have completed the actions set forth on Schedule II hereto, or (ii) as to those actions not completed, they have engaged an environmental services firm to take or have otherwise initiated all such actions set forth on Schedule II hereto within 12 months of the Closing Date.  All investigations set forth on Schedule II not previously completed, shall be complete by April 30, 2009 (or such later date as may be agreed to by the Agent in its sole discretion).  Upon completion of the investigations, the Obligors shall provide the Agent with one or more plans of additional investigation and/or remediation (each individually, a “Plan”) to address the corrective, remedial or other actions that are required by Environmental Law or reasonably desirable to be taken (and not previously taken) as a result of any such investigations.  Any such Plan shall describe the specific actions to be taken and shall provide a schedule for completion for each such action, all to the reasonable satisfaction of the Agent.  Thereafter, the Obligors shall cause all of the actions specified in any such Plan to be taken in accordance with the schedule specified or as otherwise agreed to by the Agent in its sole discretion.  Without limiting the generality of the foregoing, the Obligors shall diligently pursue in all material respects such actions as are contemplated by this Section 4, on Schedule II and in each Plan.”

Annex B

Signature pages are required to be delivered no later than 5 p.m. (EST) on January 22, 2009 (or such later time as the Agent may specify in a writing posted on Intralinks) to Joshua Bernstein by fax at 215.988.2757 or by email atjoshua.bernstein@dbr.com in order for a Lender to be entitled to the amendment fee referenced in Article 6(2) of the Amendment No. 3.

Five (5) originals of the signature page should be sent to Josh Bernstein at the following address:

Drinker Biddle & Reath LLP
One Logan Square, 18th & Cherry Streets
Philadelphia, PA 19103
tel:           215.988.2650

EX-10.6

Exhibit 10.6

AMENDMENT NO. 4 AND MODIFICATION AND WAIVER
TO SECOND AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT

AMENDMENT NO. 4 AND MODIFICATION AND WAIVER TO SECOND AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT dated as of June 18, 2009 (this “Amendment”), among NEW ENTERPRISE STONE & LIME CO., INC. (the “Borrower”), the GUARANTORS signatory hereto, MANUFACTURERS AND TRADERS TRUST COMPANY, as Agent (the “Agent”), issuing Bank, Swing Lender and a Lender, and the other LENDERS party hereto.

WITNESSETH:

WHEREAS, the Borrower, the Agent and certain other parties entered into that certain Second Amended and Restated Credit Agreement, dated as of January 11,2008 (as amended by that certain Amendment No. 1 to Second Amended and Restated Credit Agreement dated as of February 14,2008, that certain Waiver and Modification to Second Amended and Restated Credit Agreement, dated as of May 30,2008, that certain Amendment No. 2 and Modification to Second Amended and Restated Credit Agreement, dated as of June 20,2008, and that certain Amendment No. 3 and Authorization, dated as of January 22,2009, the “Existing Credit Agreement”), which provides for certain extensions of credit to the Borrower, subject to certain terms and conditions; terms not otherwise defined herein are used as defined in the Existing Credit Agreement;

WHEREAS, the Borrower has requested that the Lenders amend the Existing Credit Agreement in certain respects and the Lenders agree, subject to the terms and conditions set forth herein, to amend the Existing Credit Agreement as more specifically set forth herein (the Existing Credit Agreement, as amended by this Amendment, and as the same may be further amended, restated, modified and/or supplemented from time to time, being referred to as the “Credit Agreement”);

NOW, THEREFORE, in consideration of the agreements herein contained, and for other valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows.

1.AMENDMENTS.  Upon satisfaction of the conditions set forth in Section 5 below, effective as of the date hereof, the Existing Credit Agreement shall be amended as of February 28, 2009 in the manner set forth below:

a.The defined term “Net Worth” in Article 9 (Definitions) of the Existing Credit Agreement shall be amended and restated to read as follows:

“‘Net Worth:  the excess of total assets over total liabilities (each to be determined in accordance with GAAP), but without reduction for (i) the Conversion Deferred Tax Liabilities and (ii) non-cash impairment charges related to SFAS No. 142, ‘Goodwill and Other Intangible Assets’ reflected on the statement of income in an amount not to exceed $25,000,000 in the aggregate during the term of the Credit Agreement.”

b.Clause (h) of Section 7.1.1 (Indebtedness; In General) is hereby amended by deleting “$3,000,000” and replacing it with “$8,000,000”.

2.MODIFICATION.  Upon satisfaction of the conditions set forth in Section 5 below, effective as of the date hereof, the Agent and the Lenders agree to modify the requirement that Borrower deliver;

a.its annual financial statements for the fiscal year ended February 28, 2009, (which under the Existing Credit Agreement would be due by May 29, 2009),

b.its Officer’s Compliance Certificate for the quarter ended February 28, 2009, (which under the Existing Credit Agreement would be due by May 29, 2009),

c.its annual budget for the fiscal year commencing on March 1, 2009, (which under the Existing Credit Agreement would be due by May 29, 2009),

d.its monthly reports for the month ended March 31, 2009, (which under the Existing Credit Agreement would be due by May 15, 2009), and

e.its monthly reports for the month ended April 30, 2009 (which under the Existing Credit Agreement would be due by June 15, 2009),

in each case, to extend the delivery deadline until June 19, 2009.  The modifications set forth herein are limited to their express terms and shall not imply that the Agent or the Lenders would be willing to expand the terms or provide additional waivers or modifications in the future.

3.WAIVERS.  Agent and Lenders hereby waive (i) any Default or Event of Default that may have arisen as a result of the amendments set forth in Section 1 above and the modifications set forth in Section 2 not becoming effective until the date hereof and (ii) the imposition of the Default Rate in connection therewith.  The waivers set forth herein are limited to their express terms and shall not imply that the Agent or the Lenders would be willing to expand the terms or provide additional waivers in the future.

4.REPRESENTATIONS AND WARRANTIES.  In order to induce the Lenders, the Issuing Bank, the Swing Lender and the Agent to agree to amend and modify the Existing Credit Agreement in the manner set forth herein, the Borrower makes the following representations and warranties, which shall survive the execution and delivery of this Amendment:

a.As of the date hereof, after giving effect to the amendments and modifications contained herein, no Default or Event of Default has occurred and is continuing;

b.Each of the representations and warranties of the Borrower and the other Loan Parties made herein and in the other Loan Documents is true and correct in all respects (or in all material respects if any such representation or warranty is not by its terms already qualified as to materiality) both before and after giving effect to the amendments contemplated hereby as though each such representation and warranty were made at and as of the date hereof unless relating solely to an earlier date, in which case such representation and

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warranty shall be true and correct in all respects as of such earlier date (or in all material respects as of such earlier date if any such representation or warranty is not by its terms qualified as to materiality);

c.The execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of Borrower;

d.No consent or approval of any third party, including, without limitation, any governmental agency or authority is necessary in connection with the execution, delivery and/or performance of this Amendment and/or the enforceability hereof.  Upon satisfaction of the conditions set forth in Section 5, this Amendment will constitute the legal, valid and binding obligation of the Borrower, enforceable against it in accordance with the terms hereof

e.All Secured Obligations are due and payable without setoff or counterclaim and the Loan Parties have no claims against the Agent or Lenders.

5.EFFECTIVENESS.  The amendments, modifications and waivers to the Existing Credit Agreement set forth herein shall become effective, as of the date hereof, immediately upon the last to occur of the following;

a.The Agent shall have executed this Amendment and received counterparts of this Amendment duly executed and delivered on behalf of the Loan Parties and the Majority Lenders;

b.The Agent shall have received payment by Borrower of all invoiced out- of-pocket fees, costs, expenses and other amounts required to be paid by Borrower in connection with the execution and delivery of this Amendment or otherwise under the Loan Documents;

c.The Borrower shall have paid to the Agent an amendment fee, for the account of each of the Lenders (based on each Lenders outstanding Term Loans and RC Commitment) who shall have executed and delivered its signature page to this Amendment no later than the time specified, and in accordance with the instructions set forth on Annex A hereto; and

d.The Agent shall have received an amendment and waiver to the Second Lien Credit Agreement, in form and substance reasonably satisfactory to the Agent, executed by the Borrower and Majority Lenders (in this instance, as defined in the Second Lien Credit Agreement).

e.The Agent shall have received such other information as it shall reasonably request.

6.MISCELLANEOUS.

a.Counterparts.  This Amendment may be executed in counterparts and by different parties hereto in separate counterparts, each of which, when executed and

3

delivered, shall be deemed to be an original and all of which, when taken together, shall constitute one and the same instrument.  A photocopied, facsimile or pdf signature shall be deemed to be the functional equivalent of a manually executed original for all purposes.

b.Ratification.  Except as set forth herein, no amendment, modification or waiver is intended hereby.  The Existing Credit Agreement, as amended by this Amendment and the other Loan Documents (and/or in connection with this Amendment) are, and shall continue to be, in full force and effect.  Each of the parties hereto hereby confirms, approves and ratifies in all respects the Existing Credit Agreement, as amended by this Amendment, and each of the parties hereto and each of the Guarantors hereby confirms and ratifies in all respects all of the other agreements, documents and instruments to which such Person is a party and delivered in connection with the Existing Credit Agreement (and/or in connection with this Amendment).  Without limiting the generality of the foregoing, the Borrower and the Guarantors, hereby confirm that the pledges and the security interest granted pursuant to the Loan Documents continue to secure all of the Secured Obligations under and ratifies (i) the Existing Credit Agreement as amended hereby and (ii) the other Loan Documents.

c.Payment of Expenses.  Without limiting other payment obligations of the Borrower set forth in the Credit Agreement, the Borrower agrees to pay all reasonable costs and expenses incurred by Agent in connection with the preparation, execution and delivery of this Amendment and any other documents, agreements and/or instruments which may be delivered in connection herewith, including, without limitation, the reasonable fees and expenses of Agent’s counsel, Drinker Biddle & Ream LLP.

d.Governing Law.  This Amendment shall be construed in accordance with, and governed by, the internal laws of the Commonwealth of Pennsylvania, without regard to the choice of law principles of such state.

e.References.  From and after the effective date of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereof, “hereunder” or words of like import, and all references to the Credit Agreement in any and all agreements, instruments, certificates and other documents, shall be deemed to mean the Credit Agreement as modified and amended by this Amendment and as the same may be further amended, modified or supplemented in accordance with the terms thereof.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the undersigned have caused this Amendment No. 2 to be duly executed by their respective, duly authorized officers as of the date first above written.

NEW ENTERPRISE STONE & LIME CO., INC., as Borrower
By:	/s/ Paul I. Detwiler, III
	Name:	Paul I. Detwiler, III
	Title:	Executive Vice President, Chief Financial Officer and Secretary

[Signature Page to Amendment No .4 to Second Amended and Restated Credit Agreement]

MANUFACTURERS AND TRADERS TRUST COMPANY, as Agent and Lender
By:	/s/ Stephen A. Foreman
	Name:	Stephen A. Foreman
	Title:	Regional Executive

[Signature Page to Amendment No .4 to Second Amended and Restated Credit Agreement]

Acknowledged and agreed to by:

Guarantors:
MARTIN LIMESTONE, INC.
STAR CARRIERS, INC.
ABC PAVING CO., INC.
E.R.S.C., INC.
GATEWAY TRADE CENTER INC.
BUFFALO CRUSHED STONE INC.
By:	/s/ Paul I. Detwiler, III
	Name:	Paul I. Detwiler, III
	Title:	Vice President and Assistant Secretary,
		on behalf of each of the foregoing
NEW ENTERPRISE TRANSPORTATION, INC.
By:	/s/ Paul I. Detwiler, III
	Name:	Paul I. Detwiler, III
	Title:	Vice President and Secretary
VALLEY QUARRIES, INC.
By:	/s/ Paul I. Detwiler, III
	Name:	Paul I. Detwiler, III
	Title:	President and Assistant Secretary
BLAIR BEDFORD PAVING COMPANY, INC.
By:	/s/ Paul I. Detwiler, III
	Name:	Paul I. Detwiler, III
	Title:	Secretary and Treasurer

[Signature Page to Amendment No .4 to Second Amended and Restated Credit Agreement]

NESL BUFFALO HOLDINGS, INC.
2544 CLINTON, INC.
By:	/s/ Paul I. Detwiler, III
	Name:	Paul I. Detwiler, III
	Title:	Vice President, Secretary and Treasurer
STABLER COMPANIES INC.
By:	/s/ Paul I. Detwiler, III
	Name:	Paul I. Detwiler, III
	Title:	Vice President and Secretary
PROTECTION SERVICES INC.
SCI PRODUCTS INC.
WORK AREA PROTECTION CORP.
EASTERN INDUSTRIES, INC.
STABLER DEVELOPMENT COMPANY
ELCO-HAUSMAN CONSTRUCTION CORPORATION
EII TRANSPORT INC.
PRECISION SOLAR CONTROLS INC.
ASTI TRANSPORTATION SYSTEMS, INC.
By:	/s/ Paul I. Detwiler, III
	Name:	Paul I. Detwiler, III
	Title:	Vice President and Assistant Secretary

[Signature Page to Amendment No .4 to Second Amended and Restated Credit Agreement]

NATIONAL CITY BANK
By:	/s/ Kenneth S. Jamison
	Name:	Kenneth F. Jamison
	Title:	Senior Vice President

[Signature Page to Amendment No .4 to Second Amended and Restated Credit Agreement]

FIRSTMERIT BANK, N.A.
By:	/s/ Robert G. Morlan
	Name:	Robert G. Morlan
	Title:	Senior Vice President

[Signature Page to Amendment No .4 to Second Amended and Restated Credit Agreement]

WILMINGTON TRUST COMPANY
By:	/s/ Megan V. Rosanova
	Name:	Megan V. Rosanova
	Title:	AVP

[Signature Page to Amendment No .4 to Second Amended and Restated Credit Agreement]

HSBC BANK USA, N.A.
By:	/s/ Frank M. Eassa
	Name:	Frank M. Eassa
	Title:	AVP Commercial Banking

[Signature Page to Amendment No .4 to Second Amended and Restated Credit Agreement]

FIFTH THIRD BANK
By:	/s/ Joe Hynds
	Name:	Joe Hynds
	Title:	Vice President

[Signature Page to Amendment No .4 to Second Amended and Restated Credit Agreement]

S&T BANK
By:	/s/ Michael J. Settimio
	Name:	Michael J. Settimio
	Title:	Senior Vice President

[Signature Page to Amendment No .4 to Second Amended and Restated Credit Agreement]

FULTON BANK
By:	/s/ James J. Dougherty
	Name:	James J. Dougherty
	Title:	VP — Relationship Mgr.

[Signature Page to Amendment No .4 to Second Amended and Restated Credit Agreement]

CITIZENS BANK OF PENNSYLVANIA
By:	/s/ Benjamin K. Ditson
	Name:	Benjamin K. Ditson
	Title:	Vice President

[Signature Page to Amendment No .4 to Second Amended and Restated Credit Agreement]

SOVEREIGN BANK
By:	/s/ Zerick D. Cook
	Name:	Zerick D. Cook
	Title:	Vice President

[Signature Page to Amendment No .4 to Second Amended and Restated Credit Agreement]

AUDAX CREDIT OPPORTUNITIES OFFSHORE LTD.
By:	/s/ Michael P. McGonigle
	Name:	Michael P. McGonigle
	Title:	Authorized Signatory

[Signature Page to Amendment No .4 to Second Amended and Restated Credit Agreement]

FIRST COMMONWEALTH BANK
By:	/s/ Lawrence C. Deihle
	Name:	Lawrence C. Deihle
	Title:	Senior Vice President

[Signature Page to Amendment No .4 to Second Amended and Restated Credit Agreement]

SANDY SPRING BANK
By:	/s/ Roy S. Lewis
	Name:	Roy S. Lewis
	Title:	Senior Vice President

[Signature Page to Amendment No .4 to Second Amended and Restated Credit Agreement]

FIRST NATIONAL BANK OF PENNSYLVANIA
By:	/s/ Nicholas B. Gates
	Name:	Nicholas B. Gates
	Title:	AVP Commercial Lending

[Signature Page to Amendment No .4 to Second Amended and Restated Credit Agreement]

TRISTATE CAPITAL BANK
By:	/s/ Paul J. Oris
	Name:	Paul J. Oris
	Title:	Senior Vice President

[Signature Page to Amendment No .4 to Second Amended and Restated Credit Agreement]

ATLAS OCI ENHANCED LOAN INCOME FUND LLC
By:	/s/ Heather M. Jousma
	Name:	Heather M. Jousma
	Title:	Authorized Signatory

[Signature Page to Amendment No .4 to Second Amended and Restated Credit Agreement]

OCTAGON INVESTMENT PARTNERS V, LTD.
By:	Octagon Credit Investors, LLC	By:	/s/ Donald C. Young
	as Portfolio Manager		Name:	Donald C. Young
			Title:	Portfolio Manager
OCTAGON INVESTMENT PARTNERS VI, LTD.
By:	Octagon Credit Investors, LLC
	as Collateral Manager
OCTAGON INVESTMENT PARTNERS VII, LTD.
By:	Octagon Credit Investors, LLC
	as Collateral Manager
OCTAGON INVESTMENT PARTNERS VIII, LTD.
By:	Octagon Credit Investors, LLC
	as Collateral Manager
OCTAGON INVESTMENT PARTNERS IX, LTD.
By:	Octagon Credit Investors, LLC
	as Manager
OCTAGON INVESTMENT PARTNERS X, LTD.
By:	Octagon Credit Investors, LLC
	as Collateral Manager
OCTAGON INVESTMENT PARTNERS XI, LTD.
By:	Octagon Credit Investors, LLC
	as Collateral Manager
HAMLET II, LTD.
By:	Octagon Credit Investors, LLC
	as Portfolio Manager

[Signature Page to Amendment No .4 to Second Amended and Restated Credit Agreement]

AMMC CLO III, LIMITED
By:	American Money Management Corp.,
	as Collateral Manager
By:	/s/ Chester M. Eng
	Name:	Chester M. Eng
	Title:	Senior Vice President

[Signature Page to Amendment No .4 to Second Amended and Restated Credit Agreement]

AMMC CLO V, LIMITED
By:	American Money Management Corp.,
	as Collateral Manager
By:	/s/ Chester M. Eng
	Name:	Chester M. Eng
	Title:	Senior Vice President

[Signature Page to Amendment No .4 to Second Amended and Restated Credit Agreement]

AMMC CLO VI, LIMITED
By:	American Money Management Corp.,
	as Collateral Manager
By:	/s/ Chester M. Eng
	Name:	Chester M. Eng
	Title:	Senior Vice President

[Signature Page to Amendment No .4 to Second Amended and Restated Credit Agreement]

WELLS FARGO EQUIPMENT FINANCE
By:	/s/ Matthew C. Jungemann
	Name:	Matthew C. Jungemann
	Title:	Senior Account Executive

[Signature Page to Amendment No .4 to Second Amended and Restated Credit Agreement]

EX-10.7

Exhibit 10.7

EXECUTED COPY

AMENDMENT NO. 5 TO SECOND
AMENDED AND RESTATED CREDIT AGREEMENT

AMENDMENT NO. 5 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 23,2010 (this “Amendment”), among NEW ENTERPRISE STONE & LIME CO., INC. (the “Borrower”), the GUARANTORS signatory hereto, MANUFACTURERS AND TRADERS TRUST COMPANY, as Agent (the “Agent”), Issuing Bank, Swing Lender and a Lender, and the other LENDERS party hereto.

WITNESSETH:

WHEREAS, the Borrower, the Agent and certain other parties entered into that certain Second Amended and Restated Credit Agreement, dated as of January 11,2008 (as amended by that certain Amendment No. 1 to Second Amended and Restated Credit Agreement, dated as of February 14,2008, that certain Waiver and Modification to Second Amended and Restated Credit Agreement, dated as of May 30,2008, that certain Amendment No. 2 and Modification to Second Amended and Restated Credit Agreement, dated as of June 20,2008, that certain Amendment No. 3 and Authorization, dated as of January 22,2009, and that certain Amendment No. 4 and Modification and Waiver to Second Amended and Restated First Lien Credit Agreement, dated as of June 18,2009, the “Existing Credit Agreement”), which provides for certain extensions of credit to the Borrower, subject to certain terms and conditions; terms not otherwise defined herein are used as defined in the Existing Credit Agreement;

WHEREAS, the Borrower has requested that the Lenders amend the Existing Credit Agreement in certain respects and the Lenders agree, subject to the terms and conditions set forth herein, to amend the Existing Credit Agreement as more specifically set forth herein (the Existing Credit Agreement, as amended by this Amendment, and as the same may be further amended, restated, modified and/or supplemented from time to time, being referred to as the “Credit Agreement”);

NOW, THEREFORE, in consideration of the agreements herein contained, and for other valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows.

1.AMENDMENTS.  Upon satisfaction of the conditions set forth in Section 3 below, effective as of the date hereof, the Existing Credit Agreement shall be amended in the manner set forth below:

a.The defined term “Excess Cash Flow” in Article 9 (Definitions) of the Existing Credit Agreement shall be amended by inserting the following sentence at the end thereof:

“For the sake of clarity, ECF Prepayments made pursuant to Subsection 1.7.2(b) (Mandatory Prepayment; Excess Cash Flow) (other than any excess treated as a voluntary prepayment pursuant to the terms of said Subsection

1.7.2(b)) shall not be deemed to be voluntary prepayments for purposes of this definition, but shall instead be treated as a mandatory prepayment.”

b.Subsection 1.7.2 (Mandatory Prepayments; Excess Cash Flow) is hereby amended by adding “(a)” before the existing language in such subsection and adding the following language as a new clause (b) of such subsection:

“(b)     The Borrower may, in the fourth quarter of any subject fiscal year and at any time thereafter until the audited financial statements are required to be delivered pursuant to Subsection 5.1.3 (Delivery of Annual Financial Statements) in respect of such subject fiscal year, (i) deliver to the Agent, a written statement, certified by the Chief Executive Officer or the Chief Financial Officer, calculating its estimated Excess Cash Flow payment to be made in respect of the subject fiscal year pursuant to Subsection 1.7.2(a), and (ii) make a prepayment of any or all of such estimated Excess Cash Flow payment prior to the date that such audited financial statements are required to be delivered in respect of the subject fiscal year (the “ECF Prepayment”).  The amount of any ECF Prepayment shall serve to reduce the amount of the Excess Cash Flow payment due in respect of the subject fiscal year.  If, however, the ECF Prepayment is in excess of the actual amount due under Subsection 1.7.2(a) in respect of the subject fiscal year, any excess shall be retained by the Lenders as a voluntary prepayment in the fiscal year in which the payment is actually made.”

2.REPRESENTATIONS AND WARRANTIES.  In order to induce the Lenders, the Issuing Bank, the Swing Lender and the Agent to agree to amend the Existing Credit Agreement in the manner set forth herein, the Borrower makes the following representations and warranties, which shall survive the execution and delivery of this Amendment:

a.As of the date hereof, after giving effect to the amendments contained herein, no Default or Event of Default has occurred and is continuing;

b.Each of the representations and warranties of the Borrower and the other Loan Parties made herein and in the other Loan Documents is true and correct in all respects (or in all material respects if any such representation or warranty is not by its terms already qualified as to materiality) both before and after giving effect to the amendments contemplated hereby as though each such representation and warranty were made at and as of the date hereof unless relating solely to an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date (or in all material respects as of such earlier date if any such representation or warranty is not by its terms qualified as to materiality);

c.The execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of Borrower;

d.No consent or approval of any third party, including, without limitation, any governmental agency or authority is necessary in connection with the execution,

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delivery and/or performance of this Amendment and/or the enforceability hereof.  Upon satisfaction of the conditions set forth in Section 3, this Amendment will constitute the legal, valid and binding obligation of the Borrower, enforceable against it in accordance with the terms hereof

e.All Secured Obligations are due and payable without setoff or counterclaim and the Loan Parties have no claims against the Agent or Lenders.

3.EFFECTIVENESS.  The amendments to the Existing Credit Agreement set forth herein shall become effective, as of the date hereof, immediately upon the last to occur of the following:

a.The Agent shall have executed this Amendment and received counterparts of this Amendment duly executed and delivered on behalf of the Loan Parties and the Majority Lenders;

b.The Agent shall have received payment by Borrower of all invoiced out- of-pocket fees, costs, expenses and other amounts required to be paid by Borrower in connection with the execution and delivery of this Amendment or otherwise under the Loan Documents to the extent such invoices shall have been delivered prior to the date the conditions in clause (a) above are satisfied;

c.The Agent shall have received such other information as it shall have reasonably requested prior to the date the conditions in clause (a) are satisfied.

4.MISCELLANEOUS.

a.Counterparts.  This Amendment may be executed in counterparts and by different parties hereto in separate counterparts, each of which, when executed and delivered, shall be deemed to be an original and all of which, when taken together, shall constitute one and the same instrument.  A photocopied, facsimile or pdf signature shall be deemed to be the functional equivalent of a manually executed original for all purposes.

b.Ratification.  Except as expressly set forth herein, no amendment to any Loan Document is intended hereby.  The Existing Credit Agreement, as amended by this Amendment and the other Loan Documents (and/or in connection with this Amendment) are, and shall continue to be, in full force and effect.  Each of the parties hereto hereby confirms, approves and ratifies in all respects the Existing Credit Agreement, as amended by this Amendment, and each of the parties hereto and each of the Guarantors hereby confirms and ratifies in all respects all of the other agreements, documents and instruments to which such Person is a party and delivered in connection with the Existing Credit Agreement (and/or in connection with this Amendment).  Without limiting the generality of the foregoing, the Borrower and the Guarantors, hereby confirm that the pledges and the security interest granted pursuant to the Loan Documents continue to secure all of the Secured Obligations under and ratifies (i) the Existing Credit Agreement as amended hereby and (ii) the other Loan Documents.

c.Payment of Expenses.  Without limiting other payment obligations of the Borrower set forth in the Credit Agreement, the Borrower agrees to pay all

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reasonable costs and expenses incurred by Agent in connection with the preparation, execution and delivery of this Amendment and any other documents, agreements and/or instruments which may be delivered in connection herewith, including, without limitation, the reasonable fees and expenses of Agent’s counsel, Drinker Biddle & Reath LLP.

d.Governing Law.  This Amendment shall be construed in accordance with, and governed by, the internal laws of the Commonwealth of Pennsylvania, without regard to the choice of law principles of such state.

e.References.  From and after the effective date of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereof, “hereunder” or words of like import, and all references to the Credit Agreement in any and all agreements, instruments, certificates and other documents, shall be deemed to mean the Credit Agreement amended by this Amendment and as the same may be further amended, modified or supplemented in accordance with the terms thereof.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the undersigned have caused this Amendment No. 2 to be duly executed by their respective, duly authorized officers as of the date first above written.

NEW ENTERPRISE STONE & LIME CO., INC., as Borrower
By:	/s/ Paul I. Detwiler, III
	Name:	Paul I. Detwiler, III
	Title:	Executive Vice President, Chief Financial Officer and Secretary

[Signature Page to Amendment No .5 to Second Amended and Restated Credit Agreement]

MANUFACTURERS AND TRADERS TRUST COMPANY, as Agent and Lender
By:	/s/ Robert L. Bilger
	Name:	Robert L. Bilger
	Title:	Vice President

[Signature Page to Amendment No .5 to Second Amended and Restated Credit Agreement]

Acknowledged and agreed to by:

Guarantors:
MARTIN LIMESTONE, INC.
STAR CARRIERS, INC.
ABC PAVING CO., INC.
E.R.S.C., INC.
GATEWAY TRADE CENTER INC.
BUFFALO CRUSHED STONE INC.
By:	/s/ Paul I. Detwiler, III
	Name:	Paul I. Detwiler, III
	Title:	Vice President and Assistant Secretary,
		on behalf of each of the foregoing
NEW ENTERPRISE TRANSPORTATION, INC.
By:	/s/ Paul I. Detwiler, III
	Name:	Paul I. Detwiler, III
	Title:	Vice President and Secretary
VALLEY QUARRIES, INC.
By:	/s/ Paul I. Detwiler, III
	Name:	Paul I. Detwiler, III
	Title:	President and Assistant Secretary

[Signature Page to Amendment No .5 to Second Amended and Restated Credit Agreement]

NESL BUFFALO HOLDINGS, INC.
2544 CLINTON, INC.
By:	/s/ Paul I. Detwiler, III
	Name:	Paul I. Detwiler, III
	Title:	Vice President, Secretary and Treasurer
STABLER COMPANIES INC.
By:	/s/ Paul I. Detwiler, III
	Name:	Paul I. Detwiler, III
	Title:	Vice President and Secretary
PROTECTION SERVICES INC.
SCI PRODUCTS INC.
WORK AREA PROTECTION CORP.
EASTERN INDUSTRIES, INC.
STABLER DEVELOPMENT COMPANY
ELCO-HAUSMAN CONSTRUCTION CORPORATION
EII TRANSPORT INC.
PRECISION SOLAR CONTROLS INC.
ASTI TRANSPORTATION SYSTEMS, INC.
By:	/s/ Paul I. Detwiler, III
	Name:	Paul I. Detwiler, III
	Title:	Vice President and Assistant Secretary

[Signature Page to Amendment No .5 to Second Amended and Restated Credit Agreement]

PNC BANK, N.A.
By:	/s/ William P. Herold
	Name:	William P. Herold
	Title:	Vice President

[Signature Page to Amendment No .5 to Second Amended and Restated Credit Agreement]

FIRST COMMONWEALTH BANK
By:	/s/ Lawrence C. Deihle
	Name:	Lawrence C. Deihle
	Title:	SVP

[Signature Page to Amendment No .5 to Second Amended and Restated Credit Agreement]

SOVEREIGN BANK
By:	/s/ Zerick D. Cook
	Name:	Zerick D. Cook
	Title:	Vice President

[Signature Page to Amendment No .5 to Second Amended and Restated Credit Agreement]

CITIZENS BANK OF PENNSYLVANIA
By:	/s/ Benjamin Ditson
	Name:	Benjamin Ditson
	Title:	Vice President

[Signature Page to Amendment No .5 to Second Amended and Restated Credit Agreement]

KEY BANK N.A.
By:	/s/ Mark F. Wachowiak
	Name:	Mark F. Wachowiak
	Title:	Vice President

[Signature Page to Amendment No .5 to Second Amended and Restated Credit Agreement]

FULTON BANK
By:	/s/ James J. Dougherty
	Name:	James J. Dougherty
	Title:	VP — Relationship Manager

[Signature Page to Amendment No .5 to Second Amended and Restated Credit Agreement]

S&T BANK
By:	/s/ Michael J. Settimio
	Name:	Michael J. Settimio
	Title:	Senior Vice President

[Signature Page to Amendment No .5 to Second Amended and Restated Credit Agreement]

HSBC BANK USA, National Association
By:	/s/ Frank M. Eassa
	Name:	Frank M. Eassa
	Title:	AVP, Commercial Banking

[Signature Page to Amendment No .5 to Second Amended and Restated Credit Agreement]

FIFTH THIRD BANK
By:	/s/ Joe Hynds
	Name:	Joe Hynds
	Title:	Vice President

[Signature Page to Amendment No .5 to Second Amended and Restated Credit Agreement]

FIRSTMERIT BANK, N.A., as Lender
By:	/s/ Robert G. Morlan
	Name:	Robert G. Morlan
	Title:	Senior Vice President

[Signature Page to Amendment No .5 to Second Amended and Restated Credit Agreement]

SANDY SPRING BANK
By:	/s/ Frieda M. A. McWilliams
	Name:	Frieda M. A. McWilliams
	Title:	Vice President

[Signature Page to Amendment No .5 to Second Amended and Restated Credit Agreement]

HUNTINGTON BANK
By:	/s/ Chad A. Lowe
	Name:	Chad A. Lowe
	Title:	AVP

[Signature Page to Amendment No .5 to Second Amended and Restated Credit Agreement]

FIRST NATIONAL BANK OF PENNSYLVANIA
By:	/s/ Nicholas B. Gates
	Name:	Nicholas B. Gates
	Title:	AVP

[Signature Page to Amendment No .5 to Second Amended and Restated Credit Agreement]

TRISTATE CAPITAL BANK
By:	/s/ Paul J. Oris
	Name:	Paul J. Oris
	Title:	Senior Vice President

[Signature Page to Amendment No .5 to Second Amended and Restated Credit Agreement]

OCTAGON INVESTMENT PARTNERS V, LTD.
By:	Octagon Credit Investors, LLC
	as Portfolio Manager
OCTAGON INVESTMENT PARTNERS VI, LTD.
By:	Octagon Credit Investors, LLC
	as Collateral Manager
OCTAGON INVESTMENT PARTNERS VII, LTD.
By:	Octagon Credit Investors, LLC
	as Collateral Manager
OCTAGON INVESTMENT PARTNERS VIII, LTD.
By:	Octagon Credit Investors, LLC
	as Collateral Manager
OCTAGON INVESTMENT PARTNERS IX, LTD.
By:	Octagon Credit Investors, LLC
	as Manager
OCTAGON INVESTMENT PARTNERS X, LTD.
By:	Octagon Credit Investors, LLC
	as Collateral Manager
OCTAGON INVESTMENT PARTNERS XI, LTD.
By:	Octagon Credit Investors, LLC
	as Collateral Manager
HAMLET II, LTD.
By:	Octagon Credit Investors, LLC
	as Portfolio Manager
By:	/s/ Margaret B. Harvey
	Name:	Margaret B. Harvey
	Title:	Senior Director

[Signature Page to Amendment No .5 to Second Amended and Restated Credit Agreement]

AMMC CLO III, LIMITED
By:	American Money Management Corp.,
	as Collateral Manager
By:	/s/ Chester M. Eng
	Name:	Chester M. Eng
	Title:	Senior Vice President

[Signature Page to Amendment No .5 to Second Amended and Restated Credit Agreement]

AMMC CLO V, LIMITED
By:	American Money Management Corp.,
	as Collateral Manager
By:	/s/ Chester M. Eng
	Name:	Chester M. Eng
	Title:	Senior Vice President

[Signature Page to Amendment No .5 to Second Amended and Restated Credit Agreement]

AMMC CLO VI, LIMITED
By:	American Money Management Corp.,
	as Collateral Manager
By:	/s/ Chester M. Eng
	Name:	Chester M. Eng
	Title:	Senior Vice President

[Signature Page to Amendment No .5 to Second Amended and Restated Credit Agreement]

AUDAX CREDIT OPPORTUNITIES OFFSHORE LTD.
By:	/s/ Michael P. McGonigle
	Name:	Michael P. McGonigle
	Title:	Authorized Signatory

[Signature Page to Amendment No .5 to Second Amended and Restated Credit Agreement]

EX-10.8

Exhibit 10.8

EXECUTION VERSION

AMENDMENT NO. 6 TO AND WAIVER OF
SECOND AMENDED AND RESTATED CREDIT AGREEMENT

AMENDMENT NO. 6 TO AND WAIVER OF SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 27,2010 (this “Amendment”), among NEW ENTERPRISE STONE & LIME CO., INC. (the “Borrower”), the GUARANTORS signatory hereto, MANUFACTURERS AND TRADERS TRUST COMPANY, as Agent (the “Agent”), Issuing Bank, Swing Lender and a Lender, and the other LENDERS party hereto.

WITNESSETH:

WHEREAS, the Borrower, the Agent and certain other parties entered into that certain Second Amended and Restated Credit Agreement, dated as of January 11, 2008 (as amended by that certain Amendment No. 1 to Second Amended and Restated Credit Agreement, dated as of February 14, 2008, that certain Waiver and Modification to Second Amended and Restated Credit Agreement, dated as of May 30, 2008, that certain Amendment No. 2 and Modification to Second Amended and Restated Credit Agreement, dated as of June 20, 2008, that certain Amendment No. 3 and Authorization, dated as of January 22, 2009, that certain Amendment No. 4 and Modification and Waiver to Second Amended and Restated First Lien Credit Agreement, dated as of June 18, 2009, and that certain Amendment No. 5 to Second Amended and Restated Credit Agreement, dated as of February 23, 2010, the “Existing Credit Agreement”), which provides for certain extensions of credit to the Borrower, subject to certain terms and conditions; terms not otherwise defined herein are used as defined in the Existing Credit Agreement;

WHEREAS, the Borrower has requested that the Lenders amend the Existing Credit Agreement in certain respects and waive certain requirements in the Existing Credit Agreement, and the Lenders agree, subject to the terms and conditions set forth herein, to amend the Existing Credit Agreement and to waive certain requirements in the Existing Credit Agreement as more specifically set forth herein (the Existing Credit Agreement, as amended by this Amendment, and as the same may be further amended, restated, modified and/or supplemented from time to time, being referred to as the “Credit Agreement”);

NOW, THEREFORE, in consideration of the agreements herein contained, and for other valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows.

1.             AMENDMENTS.  Upon satisfaction of the conditions set forth in Section 4 below, effective as of the date hereof, the Existing Credit Agreement shall be amended in the manner set forth below:

a.             Clause (i) of the second paragraph in the “Background of the Agreement” is hereby amended by replacing “$110,000,000” with “$135,000,000”.

b.             Subsection 1.1.1 (Revolving Credit Loans and RC Commitment; Commitment to Make RC Loans) is hereby amended by replacing “$110,000,000” with “$135,000,000”.

c.             A new section 5.7 shall be added immediately following Section 5.6, which new section shall read as follows:

5.7           Deliveries on Non-Business Days.  Any opinion, report (including financial reports) and other information (including certificates) required to be delivered under this Agreement or other Loan Documents on a day that is not a Business Day shall be due on the subsequent Business Day.

d.             Subsection 6.3.1 (Total Leverage Ratio) is hereby amended by replacing the respective compliance requirements set forth in the grid in the Existing Credit Agreement with the following requirements:

Fiscal Quarters Ending	Total Leverage Ratio
5/31/10 through 11/30/10	4.75:1.00
2/28/11	4.50:1.00
5/31/11 and thereafter	3.75:1.00

e.             Subsection 6.3.2 (EBITDA Leverage Ratio) is hereby amended by replacing the respective compliance requirements set forth in the grid in the Existing Credit Agreement with the following requirements:

Fiscal Quarters Ending	EBITDA Leverage Ratio
5/31/10 through 11/30/10	5.15:1.00
2/28/11	4.75:1.00
5/31/11 through 11/30/12	3.80:1.00
2/28/13 and thereafter	3.75:1.00

f.              Section 6.5 (Limitation on Operating Lease Expense) is hereby amended by replacing “$7,500,000” with “$13,000,000”.

2.             WAIVERS AND MODIFICATION OF LENDER ADDENDA.

a.             For the fiscal period ended February 28, 2010, Agent and Lenders hereby waive (i) the compliance requirements set forth in Subsection 6.3.1 (Total Leverage Ratio), Subsection 6.3.2 (EBITDA Leverage Ratio) and Section 6.5 (Limitation on Operating Lease Expense) of the Existing Credit Agreement, (ii) any Default or Event of Default that may exist as a result of Borrower’s failure to be in compliance with Subsection 6.3.1 (Total Leverage Ratio), Subsection 6.3.2 (EBITDA Leverage Ratio) and Section 6.5 (Limitation on Operating

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Lease Expense) of the Existing Credit Agreement for the fiscal period ended February 28, 2010 and (iii) the imposition of the Default Rate in connection therewith.  The waivers set forth herein are limited to their express terms and shall not imply that the Agent or the Lenders would be willing to expand the terms or provide additional waivers in the future.

b.             In connection with the increase of the RC Commitment from $110,000,000 to $135,000,000 and the reallocation of the existing RC Loans among the RC Lenders after giving effect to the increase in RC Commitment of those certain RC Lenders identified on Schedule 1 hereto, the Lenders hereby waive the pro rata borrowing requirements set forth in Section 1.4 (Borrowing Notice) and the pro rata payment provisions set forth in Subsection 1.15.3 (Mechanics of Payments: Borrower Payments; Disbursement from Agent to Lenders) to the extent, but only to the extent, necessary to reallocate the outstanding Loans on a pro rata basis after giving effect to the increase of the RC Commitment.

c.             For the Accounting Month ended February 28, 2010, Agent and Lenders hereby waive the delivery requirements set forth in Subsection 5.1.1 (Delivery of Monthly Financial Statements) and any Default or Event of Default that may exist as a result of Borrower’s failure to deliver the financials required under Subsection 5.1.1 (Delivery of Monthly Financial Statements) for the Accounting Month ended February 28, 2010 and the imposition of the Default Rate in connection therewith.

d.             The RC Lender Addendum of each Lender referenced on Schedule 1 hereto shall be deemed to be amended to reflect the additional amount set forth on Schedule 1 hereto for all purposes under the Credit Agreement.

3.             REPRESENTATIONS AND WARRANTIES.  In order to induce the Lenders, the Issuing Bank, the Swing Lender and the Agent to agree to amend the Existing Credit Agreement and to waive certain requirements in the Existing Credit Agreement in the manner set forth herein, the Borrower makes the following representations and warranties, which shall survive the execution and delivery of this Amendment:

a.             As of the date hereof, after giving effect to the amendments and waivers contained herein, no Default or Event of Default has occurred and is continuing;

b.             Each of the representations and warranties of the Borrower and the other Loan Parties made herein and in the other Loan Documents is true and correct in all respects (or in all material respects if any such representation or warranty is not by its terms already qualified as to materiality) both before and after giving effect to the amendments and waivers contemplated hereby as though each such representation and warranty were made at and as of the date hereof unless relating solely to an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date (or in all material respects as of such earlier date if any such representation or warranty is not by its terms qualified as to materiality);

c.             The execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of Borrower;

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d.             No consent or approval of any third party, including, without limitation, any governmental agency or authority is necessary in connection with the execution, delivery and/or performance of this Amendment and/or the enforceability hereof.  Upon satisfaction of the conditions set forth in Section 4, this Amendment will constitute the legal, valid and binding obligation of the Borrower, enforceable against it in accordance with the terms hereof; and

e.             All Secured Obligations are due and payable without setoff or counterclaim and the Loan Parties have no claims against the Agent or Lenders.

4.             EFFECTIVENESS.  The amendments of and the waivers to the Existing Credit Agreement set forth herein shall become effective, as of the date hereof, immediately upon the last to occur of the following:

a.             The Agent shall have executed this Amendment and received counterparts of this Amendment duly executed and delivered on behalf of the Loan Parties and the Majority Lenders;

b.             The Agent shall have received a waiver to the Second Lien Credit Agreement, in form and substance reasonably satisfactory to the Agent, executed by the Borrower and Majority Lenders (in this instance, as defined in the Second Lien Credit Agreement);

c.             The Borrower shall have paid to the Agent, for the account of each of the Lenders who shall have executed and delivered its signature page to this Amendment no later than the time specified, and in accordance with the instructions set forth, on Annex A hereto a fee equal to 15 basis points on the amount of such Lender’s RC Commitment (whether borrowed or not) and outstanding Term Loans;

d.             The Agent shall have received payment by Borrower of all invoiced out- of-pocket fees, costs, expenses and other amounts required to be paid by Borrower in connection with the execution and delivery of this Amendment or otherwise under the Loan Documents to the extent such invoices shall have been delivered prior to the date the conditions in clause (a) above are satisfied;

e.             The Agent shall have received Schedule 1, in form and substance reasonably satisfactory to the Agent, which shall state how much of the $25,000,000 being made available to the Borrower under this Amendment each RC Lender shall be obligated to lend;

f.              Each RC Lender listed on Schedule 1 hereto shall have received a duly executed replacement Note reflecting such RC Lender’s aggregate RC Commitment;

g.             The Agent shall have received certified resolutions from the Borrower and each Guarantor duly authorizing and approving the transactions contemplated herein; and

h.             The Agent shall have received such other information as it shall have reasonably requested prior to the date the conditions in clause (a) are satisfied.

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5.             MISCELLANEOUS.

a.             Counterparts.  This Amendment may be executed in counterparts and by different parties hereto in separate counterparts, each of which, when executed and delivered, shall be deemed to be an original and all of which, when taken together, shall constitute one and the same instrument.  A photocopied, facsimile or pdf signature shall be deemed to be the functional equivalent of a manually executed original for all purposes.

b.             Ratification.  Except as expressly set forth herein, no amendment or waiver to any Loan Document is intended hereby.  The Existing Credit Agreement, as amended by this Amendment and the other Loan Documents (and/or in connection with this Amendment) are, and shall continue to be, in full force and effect.  Each of the parties hereto hereby confirms, approves and ratifies in all respects the Existing Credit Agreement, as amended by this Amendment, and each of the parties hereto and each of the Guarantors hereby confirms and ratifies in all respects all of the other agreements, documents and instruments to which such Person is a party and delivered in connection with the Existing Credit Agreement (and/or in connection with this Amendment).  Without limiting the generality of the foregoing, the Borrower and the Guarantors, hereby confirm that the pledges and the security interest granted pursuant to the Loan Documents continue to secure all of the Secured Obligations under and ratifies (i) the Existing Credit Agreement as amended hereby and (ii) the other Loan Documents.

c.             Payment of Expenses.  Without limiting other payment obligations of the Borrower set forth in the Credit Agreement, the Borrower agrees to pay all reasonable costs and expenses incurred by Agent in connection with the preparation, execution and delivery of this Amendment and any other documents, agreements and/or instruments which may be delivered in connection herewith, including, without limitation, the reasonable fees and expenses of Agent’s counsel, Drinker Biddle & Reath LLP.

d.             Governing Law.  This Amendment shall be construed in accordance with, and governed by, the internal laws of the Commonwealth of Pennsylvania, without regard to the choice of law principles of such state.

e.             References.  From and after the effective date of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereof, “hereunder” or words of like import, and all references to the Credit Agreement in any and all agreements, instruments, certificates and other documents, shall be deemed to mean the Credit Agreement amended by this Amendment and as the same may be further amended, modified or supplemented in accordance with the terms thereof.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the undersigned have caused this Amendment No. 2 to be duly executed by their respective, duly authorized officers as of the date first above written.

NEW ENTERPRISE STONE & LIME CO., INC., as Borrower
By:	/s/ Paul I. Detwiler, III
	Name:	Paul I. Detwiler, III
	Title:	Executive Vice President, Chief Financial Officer and Secretary

[Signature Page to Amendment No. 6 to and Waiver of
Second Amended and Restated Credit Agreement (first lien)]

MANUFACTURERS AND TRADERS TRUST COMPANY, as Agent and Lender
By	/s/ Robert L. Bilger
	Name:	Robert L. Bilger
	Title:	Vice President

[Signature Page to Amendment No. 6 to and Waiver of
Second Amended and Restated Credit Agreement (first lien)]

Acknowledged and agreed to by:

Guarantors:

MARTIN LIMESTONE, INC.
STAR CARRIERS, INC.
ABC PAVING CO., INC.
E.R.S.C., INC.
GATEWAY TRADE CENTER INC.
BUFFALO CRUSHED STONE INC.
By:	/s/ Paul I. Detwiler, III
	Name:	Paul I. Detwiler, III
	Title:	Vice President and Assistant Secretary,
		on behalf of each of the foregoing
NEW ENTERPRISE TRANSPORTATION, INC.
By:	/s/ Paul I. Detwiler, III
	Name:	Paul I. Detwiler, III
	Title:	Vice President and Secretary
VALLEY QUARRIES, INC.
By:	/s/ Paul I. Detwiler, III
	Name:	Paul I. Detwiler, III
	Title:	President and Assistant Secretary
2544 CLINTON, INC.
By:	/s/ Paul I. Detwiler, III
	Name:	Paul I. Detwiler, III
	Title:	Vice President, Secretary and Treasurer

[Signature Page to Amendment No. 6 to and Waiver of
Second Amended and Restated Credit Agreement (first lien)]

STABLER COMPANIES INC.
By:	/s/ Paul I. Detwiler, III
	Name:	Paul I. Detwiler, III
	Title:	Vice President and Secretary

PROTECTION SERVICES INC. SCI PRODUCTS INC. WORK AREA PROTECTION CORP. EASTERN INDUSTRIES, INC. STABLER DEVELOPMENT COMPANY ELCO-HAUSMAN CONSTRUCTION CORPORATION EII TRANSPORT INC. PRECISION SOLAR CONTROLS INC. ASTI TRANSPORTATION SYSTEMS, INC.
By:	/s/ Paul I. Detwiler, III
	Name:	Paul I. Detwiler, III
	Title:	Vice President and Assistant Secretary

[Signature Page to Amendment No. 6 to and Waiver of
Second Amended and Restated Credit Agreement (first lien)]

PNC BANK, N.A.
By:	/s/ William P. Herold
	Name:	William P. Herold
	Title:	Vice President

[Signature Page to Amendment No. 6 to and Waiver of
Second Amended and Restated Credit Agreement (first lien)]

WELLS FARGO EQUIPMENT FINANCE, INC.
By:	/s/ William D. Robinson
	Name:	William D. Robinson
	Title:	Senior Vice President

[Signature Page to Amendment No. 6 to and Waiver of

Second Amended and Restated Credit Agreement (first lien)]

WILMINGTON TRUST FSB
By:	/s/ Michael F. Lizzul
	Name:	Michael F. Lizzul
	Title:	AVP

[Signature Page to Amendment No. 6 to and Waiver of

Second Amended and Restated Credit Agreement (first lien)]

FIFTH THIRD BANK
By:	/s/ Joe Hynds
	Name:	Joe Hynds
	Title:	Vice President

[Signature Page to Amendment No. 6 to and Waiver of

Second Amended and Restated Credit Agreement (first lien)]

SOVEREIGN BANK
By:	/s/ Zerick D. Cook
	Name:	Zerick D. Cook
	Title:	Vice President

[Signature Page to Amendment No. 6 to and Waiver of

Second Amended and Restated Credit Agreement (first lien)]

CITIZENS BANK OF PENNSYLVANIA
By:	/s/ Benjamin K. Ditson
	Name:	Benjamin K. Ditson
	Title:	Vice President

[Signature Page to Amendment No. 6 to and Waiver of

Second Amended and Restated Credit Agreement (first lien)]

FULTON BANK N.A.
By:	/s/ James J. Dougherty
	Name:	James J. Dougherty
	Title:	VP — Relationship Manager

[Signature Page to Amendment No. 6 to and Waiver of

Second Amended and Restated Credit Agreement (first lien)]

KEY BANK N.A.
By:	/s/ Mark F. Wachowiak
	Name:	Mark F. Wachowiak
	Title:	Vice President

[Signature Page to Amendment No. 6 to and Waiver of

Second Amended and Restated Credit Agreement (first lien)]

FIRST COMMONWEALTH BANK
By:	/s/ Lawrence C. Deihle
	Name:	Lawrence C. Deihle
	Title:	Senior Vice President

[Signature Page to Amendment No. 6 to and Waiver of

Second Amended and Restated Credit Agreement (first lien)]

S&T BANK
By:	/s/ Michael J. Settimio
	Name:	Michael J. Settimio
	Title:	Senior Vice President

[Signature Page to Amendment No. 6 to and Waiver of

Second Amended and Restated Credit Agreement (first lien)]

FIRST NATIONAL BANK OF PENNSYLVANIA
By:	/s/ Nicholas B. Gates
	Name:	Nicholas B. Gates
	Title:	AVP

[Signature Page to Amendment No. 6 to and Waiver of

Second Amended and Restated Credit Agreement (first lien)]

TRISTATE CAPITAL BANK
By:	/s/ Paul J. Oris
	Name:	Paul J. Oris
	Title:	Senior Vice President

[Signature Page to Amendment No. 6 to and Waiver of

Second Amended and Restated Credit Agreement (first lien)]

BLT 2009 — 1 LTD.
By:	INVESCO Senior Secured Management, Inc.
	As Collateral Manager
By:	/s/ Thomas Ewald
	Name:	Thomas Ewald
	Title:	Authorized Signatory

[Signature Page to Amendment No. 6 to and Waiver of

Second Amended and Restated Credit Agreement (first lien)]

AUDAX CREDIT OPPORTUNITIES OFFSHORE LTD.
By:	/s/ Michael P. McGonigle
	Name:	Michael P. McGonigle
	Title:	Authorized Signatory

[Signature Page to Amendment No. 6 to and Waiver of

Second Amended and Restated Credit Agreement (first lien)]

EX-10.9

Exhibit 10.9

EXECUTION VERSION

AMENDMENT NO. 7 TO AND WAIVER OF
SECOND AMENDED AND RESTATED CREDIT AGREEMENT

(First Lien)

AMENDMENT NO. 7 TO AND WAIVER OF SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 22,2010 (this “Amendment”), among NEW ENTERPRISE STONE & LIME CO., INC. (the “Borrower”), the GUARANTORS signatory hereto, MANUFACTURERS AND TRADERS TRUST COMPANY, as Agent (the “Agent”), Issuing Bank, Swing Lender and a Lender, and the other LENDERS party hereto.

WITNESSETH:

WHEREAS, the Borrower, the Agent and certain other parties entered into that certain Second Amended and Restated Credit Agreement, dated as of January 11, 2008 (as amended by that certain Amendment No. 1 to Second Amended and Restated Credit Agreement, dated as of February 14,2008, that certain Waiver and Modification to Second Amended and Restated Credit Agreement, dated as of May 30, 2008, that certain Amendment No. 2 and Modification to Second Amended and Restated Credit Agreement, dated as of June 20, 2008, that certain Amendment No. 3 and Authorization, dated as of January 22, 2009, that certain Amendment No. 4 and Modification and Waiver to Second Amended and Restated First Lien Credit Agreement, dated as of June 18, 2009, that certain Amendment No. 5 to Second Amended and Restated Credit Agreement, dated as of February 23, 2010, and that certain Amendment No. 6 to and Waiver of Second Amended and Restated Credit Agreement, dated as of May 27,2010, the “Existing Credit Agreement”), which provides for certain extensions of credit to the Borrower, subject to certain terms and conditions; terms not otherwise defined herein are used as defined in the Existing Credit Agreement;

WHEREAS, the Borrower has requested that the Lenders amend the Existing Credit Agreement in certain respects, waive certain requirements in the Existing Credit Agreement and consent to certain actions, and the Lenders agree, subject to the terms and conditions set forth herein, to amend the Existing Credit Agreement, to waive certain requirements in the Existing Credit Agreement and to consent to certain actions as more specifically set forth herein (the Existing Credit Agreement, as amended by this Amendment, and as the same may be further amended, restated, modified and/or supplemented from time to time, being referred to as the “Credit Agreement”);

NOW, THEREFORE, in consideration of the agreements herein contained, and for other valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows.

1.             AMENDMENTS.  Upon satisfaction of the conditions set forth in Section 4 below, effective as of the Amendment No. 7 Effective Date (as defined below), the Existing Credit Agreement shall be amended in the manner set forth below:

a.             The grid in Subsection 1.7.2 (Excess Cash Flow) is hereby amended and restated in its entirety to read as follows:

“If the Total Leverage Ratio is:	Then the Applicable  Recapture Rate is:
Greater than or equal to 3.5:1.0	50%
Less than 3.5:1.0	0%”

b.             Subsection 5.1.1 (Delivery of Monthly Financial Report) is hereby amended and restated in its entirety to read as follows:

“Delivery of Monthly Financial Report.  As soon as practicable and in any event within forty-five (45) days after the close of each of the first eleven Accounting Months of each year, the Borrower shall deliver to the Agent management-prepared profit and loss statements of the Borrower and its Subsidiaries on a Consolidated basis and broken down by location and Product Group for such Accounting Month in substantially the form of Exhibit N attached hereto.”

c.             Exhibit N (Form of Monthly Financial Report) is amended and restated in the form attached to this Amendment as Exhibit A.

d.             Section 6.1 (Net Worth) is hereby amended by deleting the phrase “85% of Closing Date Net Worth” and replacing it with “75% of Net Worth as of February 28, 2010”.

e.             The grid in Section 6.2 (Fixed Charge Coverage Ratio) is hereby amended and restated in its entirety to read as follows:

“Fiscal Quarters Ending	Fixed Charge Coverage Ratio
3/1/10 through 2/29/12	1.05:1.00
3/1/12 and thereafter	1.15:1.00”

f.              Subsection 6.3.2 (EBITDA Leverage Ratio) is hereby deleted in its entirety, and Subsection 6.3.1 (Total Leverage Ratio) is hereby renumbered as Section 6.3 and amended and restated in its entirety as follows:

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“6.3.  Total Leverage Ratio.  As at the end of each fiscal quarter specified below, the Borrower and its Subsidiaries, on a Consolidated basis, shall maintain a Total Leverage Ratio of no more than the ratio specified below for such fiscal quarter:

Fiscal Quarters Ending	Total Leverage Ratio
3/1/10 through 8/31/11	5.50:1.00
9/1/11 through 8/31/12	5.15:1.00
9/1/12 and thereafter	4.75:1.00

This covenant shall be tested as at the end of each fiscal quarter.”

g.             Clause (h) of Subsection 7.1.1 (Indebtedness - In General) is hereby amended by deleting the phrase “other unsecured Indebtedness” and replacing it with “unsecured Indebtedness (other than any unsecured Indebtedness otherwise described in this Subsection)”.

h.             Clause (j) of Subsection 7.1.1 (Indebtedness - In General) is hereby amended and restated in its entirety as follows:

“(j)          the Permitted Unsecured Indebtedness in an aggregate outstanding principal amount not to exceed $250,000,000 issued or incurred on or about the Amendment No. 7 Effective Date; and”

i.              Clause (h) of Subsection 7.2.2 (Negative Pledge) is hereby amended and restated in its entirety as follows:

“(h)         restrictions imposed under the documents governing any Permitted Unsecured Indebtedness, provided, that such restrictions do not limit the Liens securing the Secured Obligations or any refinancing thereof.”

j.              Section 7.22 (Payment of Subordinated Indebtedness; Second Lien Indebtedness) is hereby amended by replacing the words “Second Lien Indebtedness” in the caption thereof with the words “Permitted Unsecured Indebtedness” and by amending and restating such Section in its entirety as follows:

“The Borrower will not, and Borrower will not permit any of its Subsidiaries to, make any payment or prepayment, whether in respect of principal, interest, fees, expenses or otherwise, or any redemption, retirement, purchase or other acquisition, direct or indirect, in respect of any subordinated Indebtedness.  The Borrower shall not, and the Borrower shall not permit any of its Subsidiaries to, prepay, retire, redeem, repurchase, defease or exchange the principal of the Permitted Unsecured Indebtedness or

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make any other principal payment in respect of Permitted Unsecured Indebtedness.”

k.             Section 7.24 (Limitations on Certain Restrictive Provisions) is hereby amended by:

(x)            inserting the following phrase immediately prior to clause (b) of such Section: “, in each case, other than restrictions under the documents governing Permitted Unsecured Indebtedness in respect of advances or transfers to a Subsidiary that is not a guarantor of the Permitted Unsecured Indebtedness;”; and

(y)           deleting “or in the Second Lien Credit Agreement” and adding the following phrase at the end thereof: “; provided, however, the documents governing any Permitted Unsecured Indebtedness may limit the maximum principal amount of any refinancing of the Obligations or maximum principal amount of the Obligations in any amendments hereto to an amount not less than $300,000,000 (as such amount may be reduced by mandatory prepayments in connection with any asset sales).”

l.              Subsection 8.1.3 (Cross-Default to Indebtedness) is amended by adding the following at the end thereof: “including the exercise of any put right of holders of the Permitted Unsecured Indebtedness.”

m.            Section 9.1 (Defined Terms) is hereby amended by adding the following definitions in their correct alphabetical order:

“Amendment No. 7 Effective Date: means the date when all of the conditions set forth in Section 4 of Amendment No. 7 to and Waiver of the Agreement, dated as of June 22, 2010, among the Borrower, the Guarantors and the Lenders signatory thereto, have occurred.

Permitted Unsecured Indebtedness: means any unsecured Indebtedness issued or incurred by the Borrower and any guarantees thereof by the Subsidiaries provided that (a) the terms thereof do not provide for any scheduled repayment, mandatory redemption, mandatory prepayment or sinking fund obligations prior to the date that is 180 days after the Maturity Date (other than (i) customary offers to repurchase or mandatory prepayment provisions applicable upon a change of control or asset sale events (provided that such provisions shall not constitute a waiver of Section 7.22 (Payment of Subordinated Indebtedness; Permitted Unsecured Indebtedness) and, in the case of asset sale events, shall provide that the proceeds of such asset sales may be used to prepay the Secured Obligations prior to any payment of the

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Permitted Unsecured Indebtedness) and (ii) customary acceleration rights after an event of default), (b) the covenants and events of default are not in any respect material to the Lenders more restrictive to the Borrower and its Subsidiaries than those herein, and (c) no Person shall guarantee such indebtedness unless such person shall also have entered into a Subsidiary Suretyship hereunder.”

n.             The definition of “Average Indebtedness” in Section 9.1 (Defined Terms) of the Existing Credit Agreement is hereby amended and restated in its entirety as follows:

“Average Indebtedness: for any period, means, (a) with respect to Indebtedness under the RC Commitment, (i) the average daily outstanding principal amount of the RC Loans during such period less (ii) if such period ends within twelve Months of the Amendment No. 7 Effective Date, the amount of net proceeds of Permitted Unsecured Indebtedness applied on the Amendment No. 7 Effective Date to prepay the RC Loans outstanding on such date and, (b) with respect to all other Indebtedness, including, without limitation, Indebtedness in respect of the Pre-Qualification Line, the outstanding principal amount of such Indebtedness (or the equivalent amount for lease obligations) at the end of such period.”

o.             The definition of “Capital Expenditures” in Section 9.1 (Defined Terms) of the Existing Credit Agreement is hereby amended by deleting the proviso at the end of such definition and replacing it with the following:

“provided, however, that the purchase price of any of the following shall not constitute a Capital Expenditure: (i) a Permitted Acquisition, and (ii) an addition to the rental fleet (less the proceeds resulting from the sale of any portion of the rental fleet).”

p.             The definition of “Cumulative Net Income” in Section 9.1 (Defined Terms) of the Existing Credit Agreement is hereby amended by deleting the reference therein to “2007” and replacing it with “2010”.

q.             The definition of “Net Worth” in Section 9.1 (Defined Terms) of the Existing Credit Agreement is hereby amended and restated in its entirety as follows:

“Net Worth: the excess of total assets over total liabilities (each to be determined in accordance with GAAP).”

r.              The definition of “Permitted Acquisitions” in Section 9.1 (Defined Terms) of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:

“Permitted Acquisitions:

(a)           the BCS Acquisition,

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(b)           the Stabler Acquisition,

(c)           an acquisition of real property or buildings so long as the below clauses (i) through (iii), (v), (viii) and (xii)of this definition are satisfied,

(d)           an acquisition or development of plants, a plant upgrade or the development of quarries (each being deemed an “acquisition” for the purposes of this definition) to the extent that such acquisition adds capacity above current operations and so long as the below clauses (i) through (iii), (v), (ix) and (xii) of this definition are satisfied, or

(e)           an acquisition by the Borrower or any Subsidiary of the Borrower of the Capital Stock or all (or any substantial part for which audited financial statements or other financial information satisfactory to the Agent is available) of the assets or property of another Person (including by merger or consolidation or by incorporation of a new Subsidiary) for up to the fair market value of the Capital Stock or property or assets so acquired so long as the below clauses (i) through (viii) and (x) through (xii) of this definition are satisfied;

provided, that as specified in clauses (c) through (e) above:

i.              the Capital Stock or property or assets acquired in such acquisition relates to a Permitted Business engaged in on the Closing Date;

ii.             the representations and warranties made by the Borrower and its Subsidiaries in each Loan Document shall be true and correct in all material respects at and as of the date of such acquisition (as if made on such date after giving effect to such acquisition), except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects at and as of such earlier date);

iii.            in the case of an acquisition of the Capital Stock of another Person, the Capital Stock acquired shall constitute 100% of the total voting securities and economic ownership interest of the issuer thereof;

iv.            the board of directors (or other comparable governing body) of the target shall have duly approved such acquisition;

v.             no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such acquisition;

vi.            the Borrower shall have delivered to the Agent no fewer than five (5) Business Days prior to the date of the proposed acquisition (or such shorter period as the Agent may approve in writing) a pro forma Officer’s Compliance Certificate demonstrating that, upon giving effect to such acquisition on a pro forma basis (with pro forma adjustments satisfactory to the Agent), (A) the Borrower shall be in compliance with all of the financial covenants set forth in Article 6 (Financial Covenants) as of the last day of the most recent period of four consecutive fiscal quarters of the Borrower which precedes or ends on the date of such acquisition and the Agent shall have received the consolidated financial information of the type required under Subsections 5.1.2 (Delivery of Quarterly Financial Statements) and 5.1.3

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(Delivery of Annual Financial Statements) for the most recent fiscal quarter and the most recent three fiscal years, respectively, or, if such information is not available for such periods, then such periods as the Agent shall require and, (B) the Borrower shall be able to comply with the annual Clean-down Period;

vii.           the Borrower will have minimum availability under the RC Commitment of not less than $50,000,000 upon giving effect to such acquisition;

viii.          the aggregate consideration (whether paid in cash, notes or other assets) for all such acquisitions permitted in clauses (c) and (e) above in any fiscal year shall not exceed an amount equal to $30,000,000;

ix.            in the case of the above clause (d) in this definition of Permitted Acquisitions, the aggregate consideration (whether paid in cash, notes or other assets) for all such acquisitions in any fiscal year shall not exceed an amount equal to $12,500,000;

x.             except in the case of the acquisition of the Specified Quarry Acquisition, the entity or line of business so acquired shall have generated Consolidated EBITDAR (computed in accordance with the definition thereof in this Section 9.1 (Definitions) for the entity or line of business so acquired) of not less than $500,000 for the period of four consecutive fiscal quarters which precedes or ends on the date of such acquisition;

xi.            the Borrower shall have delivered to the Agent no fewer than five (5) Business Days prior to the date of the proposed acquisition (or such shorter period as the Agent may approve in writing), in form and substance reasonably satisfactory to the Agent, copies of the acquisition agreement and related agreements and instruments, and all opinions, certificates and other documents reasonably requested by the Agent; and

xii.           after giving effect to such acquisition, substantially all of the property and assets acquired, or if it is an acquisition of Capital Stock of a Person, substantially all of the equity and property and assets of such Person, shall be pledged to the Agent pursuant to the Loan Documents.”

s.             Section 9.1 (Defined Terms) is hereby amended by deleting the definitions of “EBITDA Leverage Ratio”, “Intel-creditor Agreement”, “Second Lien Administrative Agent”, “Second Lien Credit Agreement”, “Second Lien Facility”, “Second Lien Indebtedness” and “Second Lien Lenders” and the Credit Agreement and each other Loan Document shall be interpreted as if all references therein to such terms were deleted.

2.             WAIVERS AND CONSENTS.  Subject to the conditions set forth in Section 4 below, the Agent and Lenders hereby:

a.             Waive the notice requirements of Subsection 1.5.6 (Voluntary Prepayment) and Subsection 1.6.3 (Voluntary Prepayments of Term Loans) solely with respect to the application of the net proceeds of the Permitted Unsecured Indebtedness to prepay in part the RC Loans and the, Term Loans;

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b.             Waive the requirements of Subsection 1.7.1 (Issuance of Debt or Equity) with respect to the application of the net proceeds of the Permitted Unsecured Indebtedness on the Amendment No. 7 Effective Date;

c.             Waive the requirements of Subsection 1.7.5 (Term Loan B Opt-Out) of the Credit Agreement solely in respect of the partial prepayment of Term Loan B with net proceeds of the Permitted Unsecured Indebtedness; and

d.             Consent to the prepayment in full of the Second Lien Indebtedness with the net proceeds of the Permitted Unsecured Indebtedness, notwithstanding the provisions of Section 7.22 (Payment of Subordinated Indebtedness; Second Lien Indebtedness) or any other provision of the Credit Agreement or any other Loan Document.

3.             REPRESENTATIONS AND WARRANTIES.  In order to induce the Lenders, the Issuing Bank, the Swing Lender and the Agent to agree to amend the Existing Credit Agreement, to waive certain requirements in the Existing Credit Agreement and to consent to certain actions in the manner set forth herein, the Borrower makes the following representations and warranties, which shall survive the execution and delivery of this Amendment:

a.             As of the date hereof, after giving effect to the amendments, waivers and consents contained herein, no Default or Event of Default has occurred and is continuing;

b.             Each of the representations and warranties of the Borrower and the other Loan Parties made herein and in the other Loan Documents is true and correct in all respects (or in all material respects if any such representation or warranty is not by its terms already qualified as to materiality) both before and after giving effect to the amendments, waivers and consents contemplated hereby as though each such representation and warranty were made at and as of the date hereof unless relating solely to an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date (or in all material respects as of such earlier date if any such representation or warranty is not by its terms qualified as to materiality);

c.             The execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of the Borrower;

d.             No consent or approval of any third party, including, without limitation, any governmental agency or authority is necessary in connection with the execution, delivery and/or performance of this Amendment and/or the enforceability hereof.  Upon satisfaction of the conditions set forth in Section 4, this Amendment will constitute the legal, valid and binding obligation of the Borrower, enforceable against it in accordance with the terms hereof; and

e.             All Secured Obligations are due and payable without setoff or counterclaim and the Loan Parties have no claims against the Agent or Lenders.

4.             EFFECTIVENESS. (A) The amendments, waivers and other modifications of the Existing Credit Agreement set forth herein (including but not limited to the issuance of the Permitted Unsecured Indebtedness in accordance with the terms hereof) shall be approved and consented to by the Lenders, the Issuing Bank, the Swing Lender and the Agent as of the date

8

hereof upon the satisfaction of items (a) through (d) below and (B) such amendments, waivers and other modifications shall become effective upon the satisfaction of items (a) through (g) below (the “Amendment No. 7 Effective Date”); provided, that if items (a) through (g) below are not satisfied before the date set forth in item (e) below, the Lenders approval and consent of the amendments, waivers and other modifications of the Existing Credit Agreement set forth herein shall be withdrawn and the Existing Credit Agreement shall not be modified or amended as contemplated herein:

a.             The Agent shall have executed this Amendment and received counterparts of this Amendment duly executed and delivered on behalf of the Loan Parties and the Majority Lenders;

b.             The Agent shall have received payment by the Borrower of all invoiced out-of-pocket fees, costs, expenses and other amounts required to be paid by the Borrower in connection with the execution and delivery of this Amendment or otherwise under the Loan Documents to the extent such invoices shall have been delivered prior to the date the conditions in clause (a) above are satisfied;

c.             The Borrower shall have paid to the Agent an amendment fee in an amount equal to 10 bps, for the account of each of the Lenders (based on each Lender’s outstanding Term Loans and RC Commitment) who shall have executed and delivered its signature page to this Amendment no later than the time specified, and in accordance with the instructions set forth on Annex A hereto;

d.             The Agent shall have received such other information as it shall have reasonably requested prior to the date the conditions in clause (a) above are satisfied;

e.             The Borrower shall have completed the issuance of at least $200,000,000 in principal amount of the Permitted Unsecured Indebtedness which shall occur no later than November 30, 2010 provided, however, so long as the Company has commenced investor presentations (the high yield road show) prior to November 30, 2010, the required date for completion of such issuance shall instead be December 31, 2010; and

f.              The Borrower shall, at least one (1) Business Day prior to the Amendment No. 7 Effective Date, have notified the Agent of the anticipated final amount of the net proceeds of Permitted Unsecured Indebtedness to be applied to the prepayment of the RC Loans and the Term Loans in accordance with clause (g) below; and

g.             The Borrower shall have applied the net proceeds of the Permitted Unsecured Indebtedness as follows:

i.              first, to prepay the Second Lien Indebtedness in full;

ii.             second, to prepay the Term Loans on a pro rata basis between Term Loan A and Term Loan B in an aggregate amount:

(1)           not less than $75,000,000 if the Permitted Unsecured Indebtedness issued by the Borrower is $200,000,000;

9

(2)           not less than $ 115,000,000 if the Permitted Unsecured Indebtedness issued by the Borrower is $250,000,000; or

(3)           equal to the sum of (x) $75,000,000 plus (y) the difference between the actual amount of Permitted Unsecured Indebtedness issued by the Borrower and $200,000,000, if the amount of Permitted Unsecured Indebtedness issued by the Borrower is less than $250,000,000 but greater than $200,000,000.

iii.            finally, to prepay in part the RC Loans (but not permanently reduce the RC Commitment).

5.             MISCELLANEOUS.

a.             Counterparts.  This Amendment may be executed in counterparts and by different parties hereto in separate counterparts, each of which, when executed and delivered, shall be deemed to be an original and all of which, when taken together, shall constitute one and the same instrument.  A photocopied, facsimile or pdf signature shall be deemed to be the functional equivalent of a manually executed original for all purposes.

b.             Ratification.  Except as expressly set forth herein, no amendment, modification or waiver to any Loan Document is intended hereby.  The Existing Credit Agreement and the other Loan Documents, each as amended by this Amendment, are and shall continue to be in full force and effect (other than the Intercreditor Agreement, which shall be rendered null and void as of the Amendment No. 7 Effective Date).  Each of the parties hereto hereby confirms, approves and ratifies in all respects the Existing Credit Agreement, as amended by this Amendment, and each of the parties hereto and each of the Guarantors hereby confirms and ratifies in all respects all of the other agreements, documents and instruments to which such Person is a party and delivered in connection with the Existing Credit Agreement (and/or in connection with this Amendment).  Without limiting the generality of the foregoing, the Borrower and the Guarantors, hereby confirm that the pledges and the security interest granted pursuant to the Loan Documents continue to secure all of the Secured Obligations under and ratifies (i) the Existing Credit Agreement as amended hereby and (ii) the other Loan Documents (other than the Intercreditor Agreement, which shall be terminated as of the Amendment No. 7 Effective Date and the payment in full of the Second Lien Indebtedness).

c.             Payment of Expenses.  Without limiting other payment obligations of the Borrower set forth in the Credit Agreement, the Borrower agrees to pay all reasonable costs and expenses incurred by Agent in connection with the preparation, execution and delivery of this Amendment and any other documents, agreements and/or instruments which may be delivered in connection herewith, including, without limitation, the reasonable fees and expenses of Agent’s counsel, Drinker Biddle & Reath LLP.

d.             Governing Law.  This Amendment shall be construed in accordance with, and governed by, the internal laws of the Commonwealth of Pennsylvania, without regard to the choice of law principles of such state.

e.             References.  From and after the Amendment No. 7 Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereof, “hereunder” or words of like

10

import, and all references to the Credit Agreement in any and all agreements, instruments, certificates and other documents, shall be deemed to mean the Credit Agreement amended by this Amendment and as the same may be further amended, modified or supplemented in accordance with the terms thereof.

11

IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed by their respective, duly authorized officers as of the date first above written.

NEW ENTERPRISE STONE & LIME CO., INC., as Borrower
By:	/s/ Paul I. Detwiler, III
Name:	Paul I. Detwiler, III
Title:	Executive Vice President
	Chief Financial Officer and Secretary

[Signature Page to Amendment No. 7 to and Waiver of
Second Amended and Restated Credit Agreement (first lien)]

MANUFACTURERS AND TRADERS
TRUST COMPANY, as Agent and Lender
By:	/s/ Stephen A. Foreman
	Name:	Stephen A. Foreman
	Title:	Regional Executive

[Signature Page to Amendment No. 7 to and Waiver of
Second Amended and Restated Credit Agreement (first lien)]

Acknowledged and agreed to by:
	Guarantors:
	MARTIN LIMESTONE, INC.
	ABC PAVING CO., INC.
	E.R.S.C., INC.
	GATEWAY TRADE CENTER INC.
	BUFFALO CRUSHED STONE INC.
	By:	/s/ Paul I. Detwiler, III
		Name:	Paul I. Detwiler, III
		Title:	Vice President and Assistant Secretary,
			on behalf of each of the foregoing
	NEW ENTERPRISE TRANSPORTATION, INC.
	By:	/s/ Paul I. Detwiler, III
		Name:	Paul I. Detwiler, III
		Title:	Vice President and Secretary
	VALLEY QUARRIES, INC.
	By:	/s/ Paul I. Detwiler, III
		Name:	Paul I. Detwiler, III
		Title:	President and Assistant Secretary
	2544 CLINTON, INC.
	By:	/s/ Paul I. Detwiler, III
		Name:	Paul I. Detwiler, III
		Title:	Vice President, Secretary and Treasurer
	STABLER COMPANIES INC.
	By:	/s/ Paul I. Detwiler, III
		Name:	Paul I. Detwiler, III
		Title:	Vice President and Secretary

[Signature Page to Amendment No. 7 to and Waiver of
Second Amended and Restated Credit Agreement (first lien)]

PROTECTION SERVICES INC.
SCI PRODUCTS INC.
WORK AREA PROTECTION CORP.
EASTERN INDUSTRIES, INC.
STABLER DEVELOPMENT COMPANY
ELCO-HAUSMAN CONSTRUCTION CORPORATION
EII TRANSPORT INC.
PRECISION SOLAR CONTROLS INC.
ASTI TRANSPORTATION SYSTEMS, INC.
By:	/s/ Paul I. Detwiler, III
	Name:	Paul I. Detwiler, III
	Title:	Vice President and Assistant Secretary

[Signature Page to Amendment No. 7 to and Waiver of
Second Amended and Restated Credit Agreement (first lien)]

PNC Bank N.A.
By:	/s/ William P. Herold
Name:	William P. Herold
Title:	Vice President

[Signature Page to Amendment No. 7 to and Waiver of
Second Amended and Restated Credit Agreement (first lien)]

First Commonwealth Bank
By:	/s/ Stephen J. Orban
Name:	Stephen J. Orban
Title:	Vice President

[Signature Page to Amendment No. 7 to and Waiver of
Second Amended and Restated Credit Agreement (first lien)]

Sovereign Bank
By:	/s/ Zerick D. Cook
Name:	Zerick D. Cook
Title:	Vice President

[Signature Page to Amendment No. 7 to and Waiver of
Second Amended and Restated Credit Agreement (first lien)]

Citizens Bank of PA
By:	/s/ Benjamin Ditson
Name:	Benjamin Ditson
Title:	Vice President

[Signature Page to Amendment No. 7 to and Waiver of
Second Amended and Restated Credit Agreement (first lien)]

Wells Fargo Equipment Finance, Inc.
By:	/s/ Thomas Tosaly
Name:	Thomas Tosaly
Title:	Senior Vice President

[Signature Page to Amendment No. 7 to and Waiver of
Second Amended and Restated Credit Agreement (first lien)]

KeyBank N.A.
By:	/s/ Richard M. Kamats
Name:	Richard M. Kamats
Title:	Senior Vice President

[Signature Page to Amendment No. 7 to and Waiver of
Second Amended and Restated Credit Agreement (first lien)]

Fulton Bank, N.A.
By:	/s/ James J. Dougherty
Name:	James J. Dougherty
Title:	V.P. — Relationship Mgr.

[Signature Page to Amendment No. 7 to and Waiver of
Second Amended and Restated Credit Agreement (first lien)]

S&T Bank
By:	/s/ Michael J. Settimio
Name:	Michael J. Settimio
Title:	Senior Vice President

[Signature Page to Amendment No. 7 to and Waiver of
Second Amended and Restated Credit Agreement (first lien)]

Fifth Third Bank
By:	/s/ Joe Hynds
Name:	Joe Hynds
Title:	Vice President

[Signature Page to Amendment No. 7 to and Waiver of
Second Amended and Restated Credit Agreement (first lien)]

Wilmington Trust FSB
By:	/s/ Michael F. Lizzul
Name:	Michael F. Lizzul
Title:	AVP

[Signature Page to Amendment No. 7 to and Waiver of
Second Amended and Restated Credit Agreement (first lien)]

FIRSTMERIT BANK, N.A.
By:	/s/ Robert G. Morian
Name:	Robert G. Morian
Title:	Senior Vice President

[Signature Page to Amendment No. 7 to and Waiver of
Second Amended and Restated Credit Agreement (first lien)]

Sandy Spring Bank
By:	/s/ Frieda M.A. McWilliams
Name:	Frieda M.A. McWilliams
Title:	Vice President

[Signature Page to Amendment No. 7 to and Waiver of
Second Amended and Restated Credit Agreement (first lien)]

First National Bank
By:	/s/ Nick Gates
Name:	Nick Gates
Title:	AVP

[Signature Page to Amendment No. 7 to and Waiver of
Second Amended and Restated Credit Agreement (first lien)]

TriState Capital Bank
By:	/s/ Paul J. Oris
Name:	Paul J. Oris
Title:	Senior Vice President

[Signature Page to Amendment No. 7 to and Waiver of
Second Amended and Restated Credit Agreement (first lien)]

OCTAGON INVESTMENT PARTNERS V, LTD.
By:	Octagon Credit Investors, LLC
	As Portfolio Manager
OCTAGON INVESTMENT PARTNERS V, LTD.
By:	Octagon Credit Investors, LLC
	As Collateral Manager
OCTAGON INVESTMENT PARTNERS V, LTD.
By:	Octagon Credit Investors, LLC
	As Collateral Manager
OCTAGON INVESTMENT PARTNERS V, LTD.
By:	Octagon Credit Investors, LLC
	As Collateral Manager
OCTAGON INVESTMENT PARTNERS V, LTD.
By:	Octagon Credit Investors, LLC
	As Manager
OCTAGON INVESTMENT PARTNERS V, LTD.
By:	Octagon Credit Investors, LLC
	As Collateral Manager
OCTAGON INVESTMENT PARTNERS V, LTD.
By:	Octagon Credit Investors, LLC
	As Collateral Manager
HAMLET II, LTD
By:	Octagon Credit Investors, LLC
	As Portfolio Manager
Name of Lender
By:	/s/ Michael B. Nechamkin
Name:	Michael B. Nechamkin
Title:	Senior Portfolio Manager

[Signature Page to Amendment No. 7 to and Waiver of
Second Amended and Restated Credit Agreement (first lien)]

AUDAX CREDIT OPPORTUNITIES OFFSHORE LTD.
By:	/s/ Michael P. McGonigle
Name:	Michael P. McGonigle
Title:	Authorized Signatory

[Signature Page to Amendment No. 7 to and Waiver of
Second Amended and Restated Credit Agreement (first lien)]

BLT 2009-1 LTD.
By:	INVESCO Senior Secured Management, Inc.
	As Collateral Manager
By:	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Signatory

[Signature Page to Amendment No. 7 to and Waiver of
Second Amended and Restated Credit Agreement (first lien)]

ANNEX A

Signature pages are required to be delivered no later than 5 p.m. (EST) on Tuesday, June 22, 2010 (or such later time as the Agent may specify in a writing posted on Intralinks) to Joshua Bernstein by fax at 215-988-2757 or by email at Joshua.bernstein@dbr.com in order for a Lender to be entitled to the fee referenced in Article 4© of the Amendment.

Five (5) originals of the signature page should be sent to Joseph Bernstein at the following address:

Drinker Biddle & Reath LLP
One Logan Square, Ste. 2000
Philadelphia, PA  19103-6996
Tel:  215-988-2650

EX-10.10

Exhibit 10.10

EXECUTION COPY

AMENDMENT NO. 8 AND WAIVER TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT

(First Lien)

AMENDMENT NO. 8 AND WAIVER TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 29, 2010 (this “Amendment”), among NEW ENTERPRISE STONE & LIME CO., INC. (the “Borrower”), the GUARANTORS signatory hereto, MANUFACTURERS AND TRADERS TRUST COMPANY, as Agent (the “Agent”), Issuing Bank, Swing Lender and a Lender, and the other LENDERS party hereto.

WITNESSETH:

WHEREAS, the Borrower, the Agent and certain other parties entered into that certain Second Amended and Restated Credit Agreement, dated as of January 11, 2008 (as amended by that certain Amendment No. 1 to Second Amended and Restated Credit Agreement, dated as of February 14, 2008, that certain Waiver and Modification to Second Amended and Restated Credit Agreement, dated as of May 30, 2008, that certain Amendment No. 2 and Modification to Second Amended and Restated Credit Agreement, dated as of June 20, 2008, that certain Amendment No. 3 and Authorization, dated as of January 22, 2009, that certain Amendment No. 4 and Modification and Waiver to Second Amended and Restated First Lien Credit Agreement, dated as of June 18, 2009, that certain Amendment No. 5 to Second Amended and Restated Credit Agreement, dated as of February 23, 2010, that certain Amendment No. 6 to and Waiver of Second Amended and Restated Credit Agreement, dated as of May 27, 2010, and that certain Amendment No. 7 and Waiver of Second Amended and Restated Credit Agreement, dated as of June 22, 2010, the “Existing Credit Agreement”), which provides for certain extensions of credit to the Borrower, subject to certain terms and conditions; terms not otherwise defined herein are used as defined in the Existing Credit Agreement;

WHEREAS, said Amendment No. 7 and Waiver of Second Amended and Restated Credit Agreement (“Amendment No. 7”) contemplates the issuance of certain Permitted Unsecured Indebtedness and provides for the effectiveness of certain amendments and waivers set forth therein to take effect on the Amendment No. 7 Effective Date;

WHEREAS, the Amendment No. 7 Effective Date has not yet occurred because, among other things, that Permitted Unsecured Indebtedness has not yet been issued;

WHEREAS, the Borrower has advised the Lenders that since it has not yet issued the contemplated Permitted Unsecured Indebtedness and otherwise caused the Amendment No. 7 Effective Date to have occurred, certain other amendments to the Existing Credit Agreement are necessary or desirable;

WHEREAS, the Borrower has requested that the Lenders amend the Existing Credit Agreement in the manner set forth below, and waive certain requirements in the Existing Credit Agreement in the manner set forth below, and the Lenders agree, subject to the terms and conditions set forth herein, to so amend the Existing Credit Agreement and to waive certain requirements in the Existing Credit Agreement (the Existing Credit Agreement, as amended by

this Amendment, and as the same may be further amended, restated, modified and/or supplemented from time to time, being referred to as the “Credit Agreement”);

NOW, THEREFORE, in consideration of the agreements herein contained, and for other valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows.

1.AMENDMENTS.  Upon satisfaction of the conditions set forth in Section 4 below, effective as of the date first above written, the Existing Credit Agreement shall be amended in the manner set forth below:

a.The first clause of Subsection 5.1.1 (Delivery of Monthly Financial Report) ending with the words “of each Accounting Month,” is hereby amended to read as follows:

“Delivery of Monthly Financial Report.  As soon as practicable and in any event within forty-five (45) days after the close of each of the first eleven Accounting Months of each year,”

b.The grid set forth in paragraph (a) of Subsection 1.12.2 (Applicable Margin) of the Existing Credit Agreement, regarding RC Loans and Term Loan A, is amended and restated in its entirety to read as follows:

If the Total Leverage Ratio is:	Then the Adjusted LIBOR Applicable Margin is:		Then the Base Rate Applicable Margin is:
>4.50: 1:00	3.50	%	1.50	%
> 4.00 < 4.50: 1.00	3.25	%	1.25	%
> 3.50 < 4.00:1.00	3.00	%	1.00	%
> 3.00 < 3.50: 1.00	2.50	%	0.50	%
> 2.50 < 3.00: 1.00	2.25	%	0.25	%
< 2.50: 1.00	2.00	%	0.00	%

c.The grid set forth in paragraph (c) of Subsection 1.12.2 (Applicable Margin) of the Existing Credit Agreement, regarding Term Loan B, is amended and restated in its entirety to read as follows:

If the Total Leverage Ratio is:	Then the Adjusted LIBOR Applicable Margin is:		Then the Base Rate Applicable Margin is:
>4.50:l:00	4.00	%	2.00	%
> 4.00 < 4.50 : 1.00	3.75	%	1.75	%
< 4.00: 1.00	3.50	%	1.50	%

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d.The grid set forth in Subsection 6.3.1 (Total Leverage Ratio) of the Existing Credit Agreement is amended by replacing the row for the period 5/31/10 through 11/30/10 with the following two rows:

Fiscal Quarters Ending	Total Leverage Ratio
8/31/10	4.95:1.00
11/30/10	4.75:1.00

e.The grid set forth in Subsection 6.3.2 (EBITDA Leverage Ratio) of the Existing Credit Agreement is amended by replacing the row for the period 5/31/10 through 11/30/10 with the following two rows:

Fiscal Quarters Ending	EBITDA Leverage Ratio
8/31/10	5.40:1.00
11/30/10	5.30:1.00

f.The definition of “Adjusted LIBOR” in Section 9.1 (Defined Terms) of the Existing Credit Agreement is amended by adding the following phrase at the end thereof: “provided, however, that at no time shall Adjusted LIBOR be less than one percent (1%) per annum.”

g.The definition of “Base Rate” in Section 9.1 (Defined Terms) of the Existing Credit Agreement is amended and restated in its entirety to read as follows:

“Base Rate: the highest of (a) the variable per annum rate of interest so designated from time to time by the Agent as its prime rate (which rate is a reference rate and does not necessarily represent the lowest or best rate being charged to any customer), (b) the Federal Funds Rate plus one-half of one percent Q/2%) and (c) One Month LIBOR plus two percent (2%).”

h.The following new definition of “One Month LIBOR” is added in its correct alphabetical location in Section 9.1 (Defined Terms) of the Existing Credit Agreement:

“One Month LIBQR: for any date, a rate equal to LIBOR as at that date with a one-month Interest Period.”

2.WAIVERS.  Subject to the conditions set forth in Section 4 below, the Agent and Lenders hereby waive compliance with the Total Leverage Ratio set forth in Subsection 6.3.1 for the quarter ended May 31, 2010 and the EBITDA Leverage Ratio set forth in Subsection 6.3.2 for the quarter ended May 31, 2010.  The Lenders also waive any Defaults or Events of Default that may have arisen under Subsection 6.3.1 (Total Leverage Ratio) or 6.3.2 (EBITDA Leverage Ratio) but that would not have arisen if the amendments set forth in this Amendment and the waiver set forth in the preceding sentence had been in effect prior to the end of the applicable

3

fiscal period, and, in addition to the foregoing, waive the imposition of the Default Rate to the extent otherwise applicable with respect to such waived Defaults or Events of Default.  The waivers set forth herein are strictly limited to their terms and do not imply that the Lenders would be willing to provide similar waivers in the future.

3.REPRESENTATIONS AND WARRANTIES.  In order to induce the Lenders, the Issuing Bank, the Swing Lender and the Agent to agree to amend the Existing Credit Agreement, to waive certain requirements in the Existing Credit Agreement and to consent to certain actions in the manner set forth herein, the Borrower makes the following representations and warranties, which shall survive the execution and delivery of this Amendment:

a.As of the date hereof, after giving effect to the amendments, waivers and consents contained herein, no Default or Event of Default has occurred and is continuing;

b.Each of the representations and warranties of the Borrower and the other Loan Parties made herein and in the other Loan Documents is true and correct in all respects (or in all material respects if any such representation or warranty is not by its terms already qualified as to materiality) both before and after giving effect to the amendments, waivers and consents contemplated hereby as though each such representation and warranty were made at and as of the date hereof unless relating solely to an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date (or in all material respects as of such earlier date if any such representation or warranty is not by its terms qualified as to materiality);

c.The execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of the Borrower;

d.No consent or approval of any third party, including, without limitation, any governmental agency or authority is necessary in connection with the execution, delivery and/or performance of this Amendment and/or the enforceability hereof.  Upon satisfaction of the conditions set forth in Section 4, this Amendment will constitute the legal, valid and binding obligation of the Borrower, enforceable against it in accordance with the terms hereof; and

e.All Secured Obligations are due and payable without setoff or counterclaim and the Loan Parties have no claims against the Agent or Lenders.

4.EFFECTIVENESS.  (a) The amendments, waivers and other modifications of the Existing Credit Agreement set forth herein shall be effective, as of the date first above written, upon satisfaction of each of the following conditions:

i.The Agent shall have executed this Amendment and received counterparts of this Amendment duly executed and delivered on behalf of the Loan Parties and the Majority Lenders in accordance with the instructions set forth on Annex A hereto;

ii.The Agent shall have received payment by the Borrower of all invoiced out-of-pocket fees, costs, expenses and other amounts required to be paid by the Borrower in connection with the execution and delivery of this Amendment or otherwise under

4

the Loan Documents to the extent such invoices shall have been delivered prior to the date the conditions in clause (i) above are satisfied; and

iii.The Agent shall have received such other information as it shall have reasonably requested prior to the date the conditions in clause (i) above are satisfied.

b.For the sake of clarity, the amendments, waivers and consents set forth in Amendment No. 7 that were to be effective on the Amendment No. 7 Effective Date shall be effective on the Amendment No. 7 Effective Date (which may be after the date of this amendment) if the conditions to the Amendment No. 7 Effective Date are satisfied within the time limits set forth in Amendment No. 7, provided, however, that the waivers and amendments to the financial covenants set forth in this Amendment shall supersede the financial covenants set forth in Amendment No. 7 for the fiscal quarter ended May 31, 2010 and, if the Amendment No. 7 Effective Date is after August 31, 2010, then also for the fiscal quarter ended August 31, 2010, and, provided further, in order to ensure that any defined terms in the Loan Documents are unchanged by the termination of the Intercreditor Agreement or other agreements on the Amendment No. 7 Effective Date, to the extent that any terms used in any Loan Documents are defined by reference to the Intercreditor Agreement or any other agreement that ceases to be in effect on the Amendment No. 7 Effective Date, those defined terms shall remain the same as if the other agreements had not been terminated.  The preceding proviso is a technical clarification only.

5.MISCELLANEOUS.

a.Counterparts.  This Amendment may be executed in counterparts and by different parties hereto in separate counterparts, each of which, when executed and delivered, shall be deemed to be an original and all of which, when taken together, shall constitute one and the same instrument.  A photocopied, facsimile or pdf signature shall be deemed to be the functional equivalent of a manually executed original for all purposes.

b.Ratification.  Except as expressly set forth herein, no amendment, modification or waiver to any Loan Document is intended hereby.  The Existing Credit Agreement and the other Loan Documents, each as amended by this Amendment, are and shall continue to be in full force and effect.  Each of the parties hereto hereby confirms, approves and ratifies in all respects the Existing Credit Agreement, as amended by this Amendment, and each of the parties hereto and each of the Guarantors hereby confirms and ratifies in all respects all of the other agreements, documents and instruments to which such Person is a party and delivered in connection with the Existing Credit Agreement (and/or in connection with this Amendment).  Without limiting the generality of the foregoing, the Borrower and the Guarantors, hereby confirm that the pledges and the security interest granted pursuant to the Loan Documents continue to secure all of the Secured Obligations under and ratifies (i) the Existing Credit Agreement as amended hereby and (ii) the other Loan Documents.

c.Payment of Expenses.  Without limiting other payment obligations of the Borrower set forth in the Credit Agreement, the Borrower agrees to pay all reasonable costs and expenses incurred by Agent in connection with the preparation, execution and delivery of this Amendment and any other documents, agreements and/or instruments which may be delivered in

5

connection herewith, including, without limitation, the reasonable fees and expenses of Agent’s counsel, Drinker Biddle & Reath LLP.

d.Governing Law.  This Amendment shall be construed in accordance with, and governed by, the internal laws of the Commonwealth of Pennsylvania, without regard to the choice of law principles of such state.

e.References.  From and after the effective date of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereof, “hereunder” or words of like import, and all references to the Credit Agreement in any and all agreements, instruments, certificates and other documents, shall be deemed to mean the Credit Agreement amended by this Amendment and as the same may be further amended, modified or supplemented in accordance with the terms thereof.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed by their respective, duly authorized officers as of the date first above written.

NEW ENTERPRISE STONE & LIME CO., INC., as Borrower
By:	/s/ Paul I. Detwiler, III
Name:	Paul I. Detwiler, III
Title:	Executive Vice President
	Chief Financial Officer and Secretary

[Signature Page to Amendment No. 8 to and Waiver of
Second Amended and Restated Credit Agreement (First Lien)]

MANUFACTURERS AND TRADERS
TRUST COMPANY, as Agent and Lender
By:	/s/ Stephen Foreman
	Name:	Stephen Foreman
	Title:	Regional Executive

[Signature Page to Amendment No. 8 to and Waiver of
Second Amended and Restated Credit Agreement (First Lien)]

Acknowledged and agreed to by:

Guarantors:
MARTIN LIMESTONE, INC.
ABC PAVING CO., INC.
E.R.S.C., INC.
GATEWAY TRADE CENTER INC.
BUFFALO CRUSHED STONE INC.
By:	/s/ Paul I. Detwiler, III
	Name:	Paul I. Detwiler, III
	Title:	Vice President and Assistant Secretary,
		on behalf of each of the foregoing
NEW ENTERPRISE TRANSPORTATION, INC.
By:	/s/ Paul I. Detwiler, III
	Name:	Paul I. Detwiler, III
	Title:	Vice President and Secretary
VALLEY QUARRIES, INC.
By:	/s/ Paul I. Detwiler, III
	Name:	Paul I. Detwiler, III
	Title:	President and Assistant Secretary
2544 CLINTON, INC.
By:	/s/ Paul I. Detwiler, III
	Name:	Paul I. Detwiler, III
	Title:	Vice President, Secretary and Treasurer
STABLER COMPANIES INC.
By:	/s/ Paul I. Detwiler, III
	Name:	Paul I. Detwiler, III
	Title:	Vice President and Secretary

[Signature Page to Amendment No. 7 to and Waiver of
Second Amended and Restated Credit Agreement (first lien)]

PROTECTION SERVICES INC.
SCI PRODUCTS INC.
WORK AREA PROTECTION CORP.
EASTERN INDUSTRIES, INC.
STABLER DEVELOPMENT COMPANY
ELCO-HAUSMAN CONSTRUCTION CORPORATION
EII TRANSPORT INC.
PRECISION SOLAR CONTROLS INC.
ASTI TRANSPORTATION SYSTEMS, INC.
By:	/s/ Paul I. Detwiler, III
	Name:	Paul I. Detwiler, III
	Title:	Vice President and Assistant Secretary

[Signature Page to Amendment No. 7 to and Waiver of
Second Amended and Restated Credit Agreement (first lien)]

PNC Bank N.A.
By:	/s/ William P. Herold
Name:	William P. Herold
Title:	Vice President

[Signature Page to Amendment No. 8 to and Waiver of
Second Amended and Restated Credit Agreement (First Lien)]

First Commonwealth Bank
By:	/s/ Lawrence C. Deihle
Name:	Lawrence C. Deihle
Title:	Senior Vice President

[Signature Page to Amendment No. 8 to and Waiver of
Second Amended and Restated Credit Agreement (First Lien)]

Sovereign Bank
By:	/s/ Zerick D. Cook
Name:	Zerick D. Cook
Title:	Vice President

[Signature Page to Amendment No. 8 to and Waiver of
Second Amended and Restated Credit Agreement (First Lien)]

Citizens Bank of PA
By:	/s/ Benjamin Ditson
Name:	Benjamin Ditson
Title:	Vice President

[Signature Page to Amendment No. 8 to and Waiver of
Second Amended and Restated Credit Agreement (First Lien)]

Fulton Bank, N.A.
By:	/s/ James J. Dougherty
Name:	James J. Dougherty
Title:	V.P. Relationship Manager

[Signature Page to Amendment No. 8 to and Waiver of
Second Amended and Restated Credit Agreement (First Lien)]

S&T Bank
By:	/s/ Michael J. Settimio
Name:	Michael J. Settimio
Title:	Senior Vice President

[Signature Page to Amendment No. 8 to and Waiver of
Second Amended and Restated Credit Agreement (First Lien)]

HSBC Bank USA, N.A.
By:	/s/ Frank M. Eassa
Name:	Frank M. Eassa
Title:	AVP, Commercial Banking

[Signature Page to Amendment No. 8 to and Waiver of
Second Amended and Restated Credit Agreement (First Lien)]

Fifth Third Bank
By:	/s/ Joe Hynds
Name:	Joe Hynds
Title:	Vice President

[Signature Page to Amendment No. 8 to and Waiver of
Second Amended and Restated Credit Agreement (First Lien)]

Wilmington Trust FSB
By:	/s/ Michael F. Lizzul
Name:	Michael F. Lizzul
Title:	AVP

[Signature Page to Amendment No. 8 to and Waiver of
Second Amended and Restated Credit Agreement (First Lien)]

FIRSTMERIT BANK, N.A.
By:	/s/ Robert G. Morlan
Name:	Robert G. Morlan
Title:	Senior Vice President

[Signature Page to Amendment No. 8 to and Waiver of
Second Amended and Restated Credit Agreement (First Lien)]

Sandy Spring Bank
By:	/s/ Frieda M.A. McWilliams
Name:	Frieda M.A. McWilliams
Title:	Vice President

[Signature Page to Amendment No. 8 to and Waiver of
Second Amended and Restated Credit Agreement (First Lien)]

First National Bank
By:	/s/ Nick Gates
Name:	Nick Gates
Title:	AVP

[Signature Page to Amendment No. 8 to and Waiver of
Second Amended and Restated Credit Agreement (First Lien)]

TriState Capital Bank
By:	/s/ Paul J. Oris
Name:	Paul J. Oris
Title:	Senior Vice President

[Signature Page to Amendment No. 8 to and Waiver of
Second Amended and Restated Credit Agreement (First Lien)]

AUDAX CREDIT OPPORTUNITIES OFFSHORE LTD.
By:	/s/ Michael P. McGonigle
Name:	Michael P. McGonigle
Title:	Authorized Signatory

[Signature Page to Amendment No. 8 to and Waiver of
Second Amended and Restated Credit Agreement (First Lien)]

ANNEX A

Signature pages are required to be delivered no later than 5 p.m. (EST) on Tuesday, July 22, 2010 (or such later time as the Agent may specify in a writing posted on Intralinks) to Jill Bronson by fax at 215-988-2757 or by email at jill.bronson@dbr.com.

Five (5) originals of the signature page should be sent to Joseph Bernstein at the following address:

Drinker Biddle & Reath LLP
One Logan Square, Ste. 2000
Philadelphia, PA  19103-6996
Tel:  215-988-2650

EX-10.11

Exhibit 10.11

EXECUTION VERSION

AMENDMENT NO. 9 TO SECOND AMENDED AND RESTATED
CREDIT AGREEMENT

AMENDMENT NO. 9 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 18, 2011 (this “Amendment”), among NEW ENTERPRISE STONE & LIME CO., INC. (the “Borrower”), the GUARANTORS signatory hereto, MANUFACTURERS AND TRADERS TRUST COMPANY, as Agent (the “Agent”), Issuing Bank, Swing Lender and a Lender, and the other LENDERS party hereto.

W I T N E S S E T H:

WHEREAS, the Borrower, the Agent and certain other parties entered into that certain Second Amended and Restated Credit Agreement, dated as of January 11, 2008 (as amended by that certain Amendment No. 1 to Second Amended and Restated Credit Agreement, dated as of February 14, 2008, that certain Waiver and Modification to Second Amended and Restated Credit Agreement, dated as of May 30, 2008, that certain Amendment No. 2 and Modification to Second Amended and Restated Credit Agreement, dated as of June 20, 2008, that certain Amendment No. 3 and Authorization, dated as of January 22, 2009, that certain Amendment No. 4 and Modification and Waiver to Second Amended and Restated First Lien Credit Agreement, dated as of June 18, 2009, that certain Amendment No. 5 to Second Amended and Restated Credit Agreement, dated as of February 23, 2010, that certain Amendment No. 6 to and Waiver of Second Amended and Restated Credit Agreement, dated as of May 27, 2010, that certain Amendment No. 7 to and Waiver of Second Amended and Restated Credit Agreement, dated as of June 22, 2010, and that certain Amendment No. 8 and Waiver to Second Amended and Restated Credit Agreement, dated July 29, 2010, the “Existing Credit Agreement”), which provides for certain extensions of credit to the Borrower, subject to certain terms and conditions; terms not otherwise defined herein are used as defined in the Existing Credit Agreement;

WHEREAS, the Borrower has requested that the Lenders amend the Existing Credit Agreement in certain respects, and the Lenders agree, subject to the terms and conditions set forth herein, to amend the Existing Credit Agreement as more specifically set forth herein (the Existing Credit Agreement, as amended by this Amendment, and as the same may be further amended, restated, modified and/or supplemented from time to time, being referred to as the “Credit Agreement”);

NOW, THEREFORE, in consideration of the agreements herein contained, and for other valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows.

1.AMENDMENTS.  Upon satisfaction of the conditions set forth in Section 4 below, the Existing Credit Agreement shall be amended in the manner set forth below:

(a)The grid in Section 6.2 (Fixed Charge Coverage Ratio) is hereby amended and restated in its entirety to read as follows:

“Fiscal Quarters Ending	Fixed Charge Coverage Ratio
3/1/10 through 8/31/12	1.05:1.00
9/1/12 and thereafter	1.10:1.00”

(b)The grid in Section 6.3 (Total Leverage Ratio) is hereby amended and restated in its entirety to read as follows:

“Fiscal Quarters Ending	Total Leverage Ratio
3/1/10 through 5/31/11	5.50:1.00
6/1/11 through 8/31/11	5.90:1.00
9/1/11 through 5/31/12	5.60:1.00
6/1/12 and thereafter	5.50:1.00”

(c)Section 6.4 (Limitation on Capital Expenditure) is hereby amended and restated in its entirety as follows:

“6.4Limitation on Capital Expenditures.

The Borrower and its Subsidiaries, on a Consolidated basis, shall not permit their Capital Expenditures in the aggregate to exceed $25,000,000 in any fiscal year.  This covenant shall be tested as at the end of each fiscal year.”

(d)Clause (g) of Section 7.3 (Investments, Loans, Acquisitions, Etc.) is hereby amended and restated in its entirety as follows:

“(g)acquisitions pursuant to and in accordance with clauses (c) and (d) of the definition of Permitted Acquisitions.”

(e)Subsection 7.4.2 (Tax Expense Distributions) is hereby deleted in its entirety and renamed “Intentionally Omitted.”

(f)Subsection 7.4.5 (Restricted Payments; Other Restricted Payments) is hereby deleted in its entirety.

(g)Section 9.1 of the Existing Loan Agreement (Defined Terms) is hereby amended by adding the following definition, in its correct alphabetical location:

“Amendment No. 9 Closing Date: means May 18, 2011.”

(h)The definition of “Capital Expenditures” in Section 9.1 (Defined Terms) of the Existing Credit Agreement is hereby amended and restated in its entirety as follows:

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“Capital Expenditures: for any period the sum of (without duplication) (a) all expenditures during such period for fixed or capital assets (including, but not limited to, the purchase, construction or rehabilitation of equipment or other physical assets) that are required to be capitalized under GAAP, whether or not financed, and (b) all expenditures during such period in respect of Synthetic Leases, for property, plant and equipment.  For the sake of clarity, expenditures incurred in Permitted Acquisitions and amounts representing increases in the capitalized amount of the rental fleet made before or after the Amendment No. 9 Closing Date shall constitute Capital Expenditures.”

(i)The definition of “Fixed Charge Coverage Ratio” in Section 9.1 (Defined Terms) of the Existing Credit Agreement is hereby amended and restated in its entirety as follows:

“Fixed Charge Coverage: as of the end of any applicable fiscal quarter, the ratio of:

(1)EBITDAR minus

(a)the lesser of: (i) amount of Non Financed Capital Expenditures (other than Non Financed Capital Expenditures constituting Permitted Acquisitions) less any increase in the capitalized amount of the rental fleet (or plus any decrease in the capitalized amount of the rental fleet), and (ii) the amount of Maximum Capital Expenditures, but the amount set forth in this clause (a) shall not be less than zero, minus

(b)Borrower Taxes (including franchise taxes paid in cash and permitted Restricted Payments payable in respect of shareholder tax) paid in cash, to

(2)Fixed Charges,

in each case for the Borrower and its Subsidiaries, on a Consolidated basis, for the four fiscal quarters then ending.”

(j)Clause (a) of the definition of “Fixed Charges” in Section 9.1 (Defined Terms) of the Existing Credit Agreement is hereby amended in its entirety to read as follows:

“(a) Interest Expense excluding deferred financing fees otherwise included in Interest Expense,”

2.REPRESENTATIONS AND WARRANTIES.  In order to induce the Lenders, the Issuing Bank, the Swing Lender and the Agent to agree to amend the Existing Credit Agreement in the manner set forth herein, the Borrower makes the following representations and warranties, which shall survive the execution and delivery of this Amendment:

3

(a)As of the date hereof, after giving effect to the amendments contained herein, (i) no Default or Event of Default has occurred and is continuing and (ii) there is no default under the Indenture, dated as of August 18, 2010, among the Borrower, as Issuer, and Wells Fargo Bank, National Association, as Trustee;

(b)Each of the representations and warranties of the Borrower and the other Loan Parties made herein and in the other Loan Documents is true and correct in all respects (or in all material respects if any such representation or warranty is not by its terms already qualified as to materiality) both before and after giving effect to the amendments contemplated hereby as though each such representation and warranty were made at and as of the date hereof unless relating solely to an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date (or in all material respects as of such earlier date if any such representation or warranty is not by its terms qualified as to materiality);

(c)The execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of the Borrower;

(d)No consent or approval of any third party, including, without limitation, any governmental agency or authority is necessary in connection with the execution, delivery and/or performance of this Amendment and/or the enforceability hereof.  Upon satisfaction of the conditions set forth in Section 3 below, this Amendment will constitute the legal, valid and binding obligation of the Borrower, enforceable against it in accordance with the terms hereof; and

(e)All Secured Obligations are due and payable without setoff or counterclaim and the Loan Parties have no claims against the Agent or Lenders.

3.EFFECTIVENESS.  The amendments to the Existing Credit Agreement set forth herein shall become effective, as of the date hereof, immediately upon the last to occur of the following:

(a)The Agent shall have executed this Amendment and received counterparts of this Amendment duly executed and delivered on behalf of the Loan Parties and the Majority Lenders;

(b)The Agent shall have received payment by the Borrower of all invoiced out-of-pocket fees, costs, expenses and other amounts required to be paid by the Borrower in connection with the execution and delivery of this Amendment or otherwise under the Loan Documents to the extent such invoices shall have been delivered prior to the date the conditions in clause (a) above are satisfied;

(c)The Borrower shall have paid to the Agent an amendment fee in an amount equal to 25 bps, for the account of each of the Lenders (based on each Lender’s outstanding Term Loans and RC Commitment) who shall have executed and delivered its signature page to this Amendment no later than the time specified, and in accordance with the instructions set forth on Annex A hereto; and

4

(d)The Agent shall have received such other information as it shall have reasonably requested prior to the date the conditions in clause (a) above are satisfied.

4.MISCELLANEOUS.

(a)Counterparts.  This Amendment may be executed in counterparts and by different parties hereto in separate counterparts, each of which, when executed and delivered, shall be deemed to be an original and all of which, when taken together, shall constitute one and the same instrument.  A photocopied, facsimile or pdf signature shall be deemed to be the functional equivalent of a manually executed original for all purposes.

(b)Ratification.  Except as expressly set forth herein, no amendment to any Loan Document is intended hereby.  The Existing Credit Agreement and the other Loan Documents, each as amended by this Amendment, are and shall continue to be in full force and effect.  Each of the parties hereto hereby confirms, approves and ratifies in all respects the Existing Credit Agreement, as amended by this Amendment, and each of the parties hereto and each of the Guarantors hereby confirms and ratifies in all respects all of the other agreements, documents and instruments to which such Person is a party and delivered in connection with the Existing Credit Agreement (and/or in connection with this Amendment).  Without limiting the generality of the foregoing, the Borrower and the Guarantors, hereby confirm that the pledges and the security interest granted pursuant to the Loan Documents continue to secure all of the Secured Obligations under and ratifies (i) the Existing Credit Agreement as amended hereby and (ii) the other Loan Documents.

(c)Payment of Expenses.  Without limiting other payment obligations of the Borrower set forth in the Credit Agreement, the Borrower agrees to pay all reasonable costs and expenses incurred by Agent in connection with the preparation, execution and delivery of this Amendment and any other documents, agreements and/or instruments which may be delivered in connection herewith, including, without limitation, the reasonable fees and expenses of Agent’s counsel, Drinker Biddle & Reath LLP.

(d)Governing Law.  This Amendment shall be construed in accordance with, and governed by, the internal laws of the Commonwealth of Pennsylvania, without regard to the choice of law principles of such state.

(e)References.  From and after the effective date of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereof, “hereunder” or words of like import, and all references to the Credit Agreement in any and all agreements, instruments, certificates and other documents, shall be deemed to mean the Credit Agreement amended by this Amendment and as the same may be further amended, modified or supplemented in accordance with the terms thereof.

[Signature Page Follows]

5

IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed by their respective, duly authorized officers as of the date first above written.

NEW ENTERPRISE STONE & LIME CO., INC., as Borrower
By:	/s/ Paul I. Detwiler, III
Name:	Paul I. Detwiler, III
Title:	Executive Vice President
	Chief Financial Officer and Secretary

[Signature Page to Amendment No. 9 Second Amended and Restated
Credit Agreement]

MANUFACTURERS AND TRADERS TRUST COMPANY, as Agent and Lender
By:	/s/ Robert L. Bilger
Name:	Robert L. Bilger
Title:	Vice President

[Signature Page to Amendment No. 9 Second Amended and Restated
Credit Agreement]

Acknowledged and agreed to by:

Guarantors:
GATEWAY TRADE CENTER INC.
By:	/s/ Paul I. Detwiler, III
Name:	Paul I. Detwiler, III
Title:	Vice President and Assistant Secretary
PROTECTION SERVICES INC.
SCI PRODUCTS INC.
WORK AREA PROTECTION CORP.
EII TRANSPORT INC.
PRECISION SOLAR CONTROLS INC.
ASTI TRANSPORTATION SYSTEMS, INC.
By:	/s/ Paul I. Detwiler, III
Name:	Paul I. Detwiler, III
Title:	Vice President and Assistant Secretary,
	on behalf of each of the foregoing

[Signature Page to Amendment No. 9 Second Amended and Restated
Credit Agreement]

PNC Bank, N.A.
By:	/s/ William P. Herold
Name:	William P. Herold
Title:	Vice President

[Signature Page to Amendment No. 9 Second Amended and Restated
Credit Agreement]

S & T BANK
By:	/s/ Michael J. Settimio
Name:	Michael J. Settimio
Title:	Senior Vice President

[Signature Page to Amendment No. 9 Second Amended and Restated
Credit Agreement]

OCTAGON INVESTMENT PARTNERS VI, LTD.
By:	/s/ Margaret B. Harvey
Name:	Margaret B. Harvey
Title:	Senior Director

[Signature Page to Amendment No. 9 Second Amended and Restated
Credit Agreement]

FIRST COMMONWEALTH BANK
By:	/s/ Lawrence C. Deihle
Name:	Lawrence C. Deihle
Title:	Senior Vice President

[Signature Page to Amendment No. 9 Second Amended and Restated
Credit Agreement]

CITIZENS BANK OF PENNSYLVANIA
As a Lender
By:	/s/ Joseph F. King
Name:	Joseph F. King
Title:	Senior Vice President

[Signature Page to Amendment No. 9 Second Amended and Restated
Credit Agreement]

FIFTH THIRD BANK
By:	/s/ Joe Hynds
Name:	Joe Hynds
Title:	Vice President

[Signature Page to Amendment No. 9 Second Amended and Restated
Credit Agreement]

FULTON BANK
By:	/s/ James J. Doughtery
Name:	James J. Doughtery
Title:	VP – Relationship Manager

[Signature Page to Amendment No. 9 Second Amended and Restated
Credit Agreement]

FIRST NATIONAL BANK OF PA
By:	/s/ Nicholas B. Gates
Name:	Nicholas B. Gates
Title:	Vice President

[Signature Page to Amendment No. 9 Second Amended and Restated
Credit Agreement]

KEYBANK N.A.
By:	/s/ Mark F. Wachowiak
Name:	Mark F. Wachowiak
Title:	Vice President

[Signature Page to Amendment No. 9 Second Amended and Restated
Credit Agreement]

SOMERSET TRUST COMPANY
By:	/s/ Thomas J. Cook
Name:	Thomas J. Cook, EVP
Title:	Executive Vice President

[Signature Page to Amendment No. 9 Second Amended and Restated
Credit Agreement]

TRI STATE CAPITAL BANK
By:	/s/ Anne M. Westbrook
Name:	Anne M. Westbrook
Title:	Relationship Manager

[Signature Page to Amendment No. 9 Second Amended and Restated
Credit Agreement]

FIRSTMERIT BANK, N.A.
By:	/s/ Robert G. Morlan
Name:	Robert G. Morlan
Title:	Senior Vice President

[Signature Page to Amendment No. 9 Second Amended and Restated
Credit Agreement]

HSBC BANK USA, National Association
By:	/s/ C.S. Helmeci
Name:	C.S. Helmeci
Title:	Sr. Relationship Manager

[Signature Page to Amendment No. 9 Second Amended and Restated
Credit Agreement]

SOVEREIGN BANK
By:	/s/ David Denlinger
Name:	David Denlinger
Title:	SVP – Senior Banker

[Signature Page to Amendment No. 9 Second Amended and Restated
Credit Agreement]

FIRST NIAGARA BANK, N.A.
By:	/s/ Stephen W. Boyd
Name:	Stephen W. Boyd
Title:	Vice President

[Signature Page to Amendment No. 9 Second Amended and Restated
Credit Agreement]

SANDY SPRING BANK
By:	/s/ Joyce Wilker
Name:	Joyce Wilker
Title:	Senior Vice President

[Signature Page to Amendment No. 9 Second Amended and Restated
Credit Agreement]

AMMC CLO III, LIMITED
By:	American Money Management Corp.,
	as Collateral Manager
By:	/s/ Chester M. Eng
Name:	Chester M. Eng
Title:	Senior Vice President

[Signature Page to Amendment No. 9 Second Amended and Restated
Credit Agreement]

AMMC CLO V, LIMITED
By:	American Money Management Corp.,
	as Collateral Manager
By:	/s/ Chester M. Eng
Name:	Chester M. Eng
Title:	Senior Vice President

[Signature Page to Amendment No. 9 Second Amended and Restated
Credit Agreement]

AMMC CLO VI, LIMITED
By:	American Money Management Corp.,
	as Collateral Manager
By:	/s/ Chester M. Eng
Name:	Chester M. Eng
Title:	Senior Vice President

[Signature Page to Amendment No. 9 Second Amended and Restated
Credit Agreement]

Annex A

Signature pages are required to be delivered no later than 5 p.m. (EST) on Wednesday, May 18, 2011 (or such later time as the Agent may specify in a writing posted on Intralinks) to Joshua Bernstein by fax at 215.988.2757 or by email at joshua.bernstein@dbr.com in order for a Lender to be entitled to the fee referenced in Section 3(c) of the Amendment.

Five (5) originals of the signature page should be sent to Josh Bernstein at the following address:

Drinker Biddle & Reath LLP
One Logan Square, Ste. 2000
Philadelphia, PA 19103-6996
tel:  215.988.2650

EX-10.12

Exhibit 10.12

EXECUTION VERSION

AMENDMENT NO. 10 TO SECOND AMENDED AND RESTATED
CREDIT AGREEMENT

AMENDMENT NO. 10 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 18, 2011 (this “Amendment”), among NEW ENTERPRISE STONE & LIME CO., INC. (the “Borrower”), the GUARANTORS signatory hereto, MANUFACTURERS AND TRADERS TRUST COMPANY, as Agent (the “Agent”), Issuing Bank, Swing Lender and a Lender, and the other LENDERS party hereto.

W I T N E S S E T H:

WHEREAS, the Borrower, the Agent and certain other parties entered into that certain Second Amended and Restated Credit Agreement, dated as of January 11, 2008 (as amended by that certain Amendment No. 1 to Second Amended and Restated Credit Agreement, dated as of February 14, 2008, that certain Waiver and Modification to Second Amended and Restated Credit Agreement, dated as of May 30, 2008, that certain Amendment No. 2 and Modification to Second Amended and Restated Credit Agreement, dated as of June 20, 2008, that certain Amendment No. 3 and Authorization, dated as of January 22, 2009, that certain Amendment No. 4 and Modification and Waiver to Second Amended and Restated First Lien Credit Agreement, dated as of June 18, 2009, that certain Amendment No. 5 to Second Amended and Restated Credit Agreement, dated as of February 23, 2010, that certain Amendment No. 6 to and Waiver of Second Amended and Restated Credit Agreement, dated as of May 27, 2010, that certain Amendment No. 7 to and Waiver of Second Amended and Restated Credit Agreement, dated as of June 22, 2010 (“Amendment No. 7”), that certain Amendment No. 8 and Waiver to Second Amended and Restated Credit Agreement, dated July 29, 2010, and that certain Amendment No. 9 to Second Amended and Restated Credit Agreement, dated as of May 18, 2011, the “Existing Credit Agreement”), which provides for certain extensions of credit to the Borrower, subject to certain terms and conditions; terms not otherwise defined herein are used as defined in the Existing Credit Agreement;

WHEREAS, the Borrower has requested that the Lenders amend the Existing Credit Agreement in certain respects, and the Lenders agree, subject to the terms and conditions set forth herein, to amend the Existing Credit Agreement as more specifically set forth herein (the Existing Credit Agreement, as amended by this Amendment, and as the same may be further amended, restated, modified and/or supplemented from time to time, being referred to as the “Credit Agreement”);

NOW, THEREFORE, in consideration of the agreements herein contained, and for other valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows.

1.     AMENDMENTS.  Upon satisfaction of the conditions set forth in Section 3 below, the Existing Credit Agreement shall be amended in the manner set forth below:

(a)   Clause (h) of Subsection 7.1.1 (Indebtedness; In General) is hereby amended by deleting “$8,000,000” and replacing it with the “$20,000,000”.

(b)   For the sake of clarity, as a result of the deletion of clause (b) of Subsection 7.2.1 (Liens; Licenses; In General) pursuant to Amendment No. 7, all of the remaining clauses of Subsection 7.2.1 (Liens; Licenses; In General) shall be renumbered accordingly.

(c)   Clause (i) of Subsection 7.2.1 (Liens; Licenses; In General) is hereby amended by deleting the reference to “paragraph (h) of Subsection 7.1.1 (Indebtedness - In General)” and replacing it with “paragraph (i) of Subsection 7.1.1 (Indebtedness; In General)”.

2.     REPRESENTATIONS AND WARRANTIES.  In order to induce the Lenders, the Issuing Bank, the Swing Lender and the Agent to agree to amend the Existing Credit Agreement in the manner set forth herein, the Borrower makes the following representations and warranties, which shall survive the execution and delivery of this Amendment:

(a)   As of the date hereof, (i) no Default or Event of Default has occurred and is continuing and (ii) there is no default under the Indenture, dated as of August 18, 2010, among the Borrower, as Issuer, and Wells Fargo Bank, National Association, as Trustee;

(b)   Each of the representations and warranties of the Borrower and the other Loan Parties made herein and in the other Loan Documents is true and correct in all respects (or in all material respects if any such representation or warranty is not by its terms already qualified as to materiality) both before and after giving effect to the amendments contemplated hereby as though each such representation and warranty were made at and as of the .date hereof unless relating solely to an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date (or in all material respects as of such earlier date if any such representation or warranty is not by its terms qualified as to materiality);

(c)   The execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of the Borrower;

(d)   No consent or approval of any third party, including, without limitation, any governmental agency or authority is necessary in connection with the execution, delivery and/or performance of this Amendment and/or the enforceability hereof.   Upon satisfaction of the conditions set forth in Section 3 below, this Amendment will constitute the legal, valid and binding obligation of the Borrower, enforceable against it in accordance with the terms hereof; and

(e)   All Secured Obligations are due and payable without setoff or counterclaim and the Loan Parties have no claims against the Agent or Lenders.

3.     EFFECTIVENESS.  The amendments to the Existing Credit Agreement set forth herein shall become effective, as of the date hereof, immediately upon the last to occur of the following:

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(a)   The Agent shall have executed this Amendment and received counterparts of this Amendment duly executed and delivered on behalf of the Loan Parties and the Majority Lenders;

(b)   The Agent shall have received payment by the Borrower of all invoiced out-of-pocket fees, costs, expenses and other amounts required to be paid by the Borrower in connection with the execution and delivery of this Amendment or otherwise under the Loan Documents to the extent such invoices shall have been delivered prior to the date the conditions in clause (a) above are satisfied; and

(c)   The Agent shall have received such other information as it shall have reasonably requested prior to the date the conditions in clause (a) above are satisfied.

4.     MISCELLANEOUS.

(a)   Counterparts.  This Amendment may be executed in counterparts and by different parties hereto in separate counterparts, each of which, when executed and delivered, shall be deemed to be an original and all of which, when taken together, shall constitute one and the same instrument.  A photocopied, facsimile or pdf signature shall be deemed to be the functional equivalent of a manually executed original for all purposes.

(b)   Ratification.  Except as expressly set forth herein, no amendment to any Loan Document is intended hereby.  The Existing Credit Agreement and the other Loan Documents, each as amended by this Amendment, are and shall continue to be in full force and effect.  Each of the parties hereto hereby confirms, approves and ratifies in all respects the Existing Credit Agreement, as amended by this Amendment, and each of the parties hereto and each of the Guarantors hereby confirms and ratifies in all respects all of the other agreements, documents and instruments to which such Person is a party and delivered in connection with the Existing Credit Agreement (and/or in connection with this Amendment).  Without limiting the generality of the foregoing, the Borrower and the Guarantors, hereby confirm that the pledges and the security interest granted pursuant to the Loan Documents continue to secure all of the Secured Obligations under and ratifies (i) the Existing Credit Agreement as amended hereby and (ii) the other Loan Documents.

(c)   Payment of Expenses.  Without limiting other payment obligations of the Borrower set forth in the Credit Agreement, the Borrower agrees to pay all reasonable costs and expenses incurred by Agent in connection with the preparation, execution and delivery of this Amendment and any other documents, agreements and/or instruments which may be delivered in connection herewith, including, without limitation, the reasonable fees and expenses of Agent’s counsel, Drinker Biddle & Reath LLP.

(d)   Governing Law.  This Amendment shall be construed in accordance with, and governed by, the internal laws of the Commonwealth of Pennsylvania, without regard to the choice of law principles of such state.

(e)   References.  From and after the effective date of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereof, “hereunder” or words of like import, and all references to the Credit Agreement in any and all agreements,

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instruments, certificates and other documents, shall be deemed to mean the Credit Agreement amended by this Amendment and as the same may be further amended, modified or supplemented in accordance with the terms thereof.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed by their respective, duly authorized officers as of the date first above written.

NEW ENTERPRISE STONE & LIME CO., INC., as Borrower
By:	/s/ Paul I. Detwiler, III
Name:	Paul I. Detwiler, III
Title:	President
	Chief Financial Officer and Secretary

Signature Page to Amendment No. 10 Second Amended and Restated

Credit Agreement

MANUFACTURERS AND TRADERS TRUST COMPANY, as Agent and Lender
By:	/s/ Robert L. Bilger
Name:	Robert L. Bilger
Title:	Vice President

Signature Page to Amendment No. 10 Second Amended and Restated

Credit Agreement

Acknowledged and agreed to by:
	Guarantors:
	GATEWAY TRADE CENTER INC.
	By:	/s/ Paul I. Detwiler, III
	Name:	Paul I. Detwiler, III
	Title:	Vice President and Assistant Secretary
	PROTECTION SERVICES INC.
	SCI PRODUCTS INC.
	WORK AREA PROTECTION CORP.
	EII TRANSPORT INC.
	PRECISION SOLAR CONTROLS INC.
	ASTI TRANSPORTATION SYSTEMS, INC.
	By:	/s/ Paul I. Detwiler, III
	Name:	Paul I. Detwiler, III
	Title:	Vice President and Assistant Secretary,
		on behalf of each of the foregoing

Signature Page to Amendment No. 10 Second Amended and Restated

Credit Agreement

PNC BANK, N.A.
By:	/s/ Frank M. Sajer
Name:	Frank M. Sajer
Title:	Vice President

Signature Page to Amendment No. 10 Second Amended and Restated

Credit Agreement

[    Fulton Bank, N.A.    ]
Name of Lender
By:	/s/       James J. Dougherty
Name:	James J. Dougherty
Title:	VP- Relationship Manager

Signature Page to Amendment No. 10 Second Amended and Restated

Credit Agreement

[ Somerset Trust Company    ]
Name of Lender
By:	/s/
Name:
Title:	Sr. VP

Signature Page to Amendment No. 10 Second Amended and Restated

Credit Agreement

SOVEREIGN BANK
By:	/s/ David Denlinger
Name:	David Denlinger
Title:	Senior Vice President

Signature Page to Amendment No. 10 Second Amended and Restated

Credit Agreement

TRISTATE CAPITAL BANK
By	/s/ Paul Oris
Name:	Paul Oris
Title:	Senior Vice President

Signature Page to Amendment No. 10 Second Amended and Restated

Credit Agreement

CITIZENS BANK OF PENNSYLVANIA
As a Lender
By:	/s/ Joseph F. King
Name:	Joseph F. King
Title:	Senior Vice President

Signature Page to Amendment No. 10 Second Amended and Restated

Credit Agreement

[S&T BANK]
Name of Lender
By:	/s/ Michael J. Settimio
Name:	Michael J. Settimio
Title:	Senior Vice President

Signature Page to Amendment No. 10 Second Amended and Restated

Credit Agreement

FIRST NATIONAL BANK
By:	/s/ Nicholas B. Gates
Name:	Nicholas B. Gates
Title:	Vice President

Signature Page to Amendment No. 10 Second Amended and Restated

Credit Agreement

FIRST COMMONWEALTH BANK
By:	/s/ Lawrence C. Deinle
Name:	Lawrence C. Deinle
Title:	Senior Vice President

Signature Page to Amendment No. 10 Second Amended and Restated

Credit Agreement

FIRSTMERIT BANK, N.A.
By:	/s/ Robert G. Morlan
Name:	Robert G. Morlan
Title:	Senior Vice President

Signature Page to Amendment No. 10 Second Amended and Restated

Credit Agreement

EX-10.13

Exhibit 10.13

CREDIT AGREEMENT
Pennsylvania

July 21, 2011

Borrower: New Enterprise Stone & Lime Co., Inc.; Gateway Trade Center Inc.; Protection Services Inc.; SCI Products Inc.; Work Area Protection Corp.; EII Transport Inc.; Precision Solar Controls Inc.; and ASTI Transportation Systems, Inc.; each a corporation organized under the laws of the State of Delaware, State of Texas, State of Illinois, State of New York, and Commonwealth of Pennsylvania, as applicable.

Address of chief executive office of each of the aforementioned companies: 3912 Brumbaugh Road, P.O. Box 77, New Enterprise, Pennsylvania, 16664

Bank:MANUFACTURERS AND TRADERS TRUST COMPANY, a New York banking corporation with its chief executive office at One M&T Plaza, Buffalo, NY 14240.  Attention: Office of General Counsel.

The Bank and the Borrower agree, intending to be legally bound, as follows:

1)DEFINITIONS.

a.“Agreement” means this Credit Agreement as the same may be amended, modified, restated or supplemented from time to time in accordance with its terms.

b.“Business Day” any day other than a Saturday, Sunday or day which shall be in the Commonwealth of Pennsylvania a legal holiday or day on which banking institutions are required or authorized to close.

c.“Credit” means any and all credit facilities and any other financial accommodations made by the Bank in favor of the Borrower whether now or hereafter in existence pursuant to the terms of this Agreement.

d.“G.A.A.P.” means, with respect to any date of determination, generally accepted accounting principles as used by the Financial Accounting Standards Board and/or the American Institute of Certified Public Accountants consistently applied and maintained throughout the periods indicated.

e.“Obligations” means any and all indebtedness or other obligations of the Borrower to the Bank in any capacity payable under this Agreement, now existing or hereafter incurred, however created or evidenced, regardless of kind, class or form, whether direct, indirect, absolute or contingent (including obligations pursuant to any guaranty, endorsement, other assurance of payment or otherwise), whether joint or several, whether from time to time reduced and thereafter increased, or entirely extinguished and thereafter reincurred, together with all extensions, renewals and replacements thereof, and all interest, fees, charges, costs or expenses which accrue on or in connection with the foregoing, including

any indebtedness or obligations (i) not yet outstanding but contracted for, or with regard to which any other commitment by the Bank exists; (ii) arising prior to, during or after any pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding; and (iii) owed by the Borrower to others and which the Bank obtained, or may obtain, by assignment or otherwise.

f.“Subsidiary” means any corporation or other business entity of which at least fifty percent (50%) of the voting stock or other ownership interest is owned by the Borrower directly or indirectly through one or more Subsidiaries.  If the Borrower has no Subsidiaries, the provisions of this Agreement relating to the Subsidiaries shall be disregarded, without affecting the applicability of such provisions to the Borrower alone.

g.“Transaction Documents” means this Agreement and all documents, instruments or other agreements by the Borrower in favor of the Bank in connection (directly or indirectly) with the Obligations, whether now or hereafter in existence, including promissory notes, security agreements, guaranties and letter of credit reimbursement agreements.

2)REPRESENTATIONS AND WARRANTIES.  The Borrower makes the following representations and warranties and any “Additional Representations and Warranties” on the schedule attached hereto and made part hereof (the “Schedule”), all of which shall be deemed to be continuing representations and warranties as long as this Agreement is in effect:

a.Good Standing; Authority.  The Borrower and each Subsidiary (if either is not an individual) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was formed.  The Borrower and each Subsidiary is duly authorized to do business in each jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets and has the power and authority to own each of its assets and to use them in the ordinary course of business now and in the future.

b.Compliance.  The Borrower and each Subsidiary conducts its business and operations and the ownership of its assets in compliance with each applicable statute, regulation and other law, including environmental laws.  All approvals, including authorizations, permits, consents, franchises, licenses, registrations, filings, declarations, reports and notices (the “Approvals”) necessary for the conduct of the Borrower’s and each Subsidiary’s business and for the Credit have been duly obtained and are in full force and effect.  The Borrower and each Subsidiary is in compliance with the Approvals.  The Borrower and each Subsidiary (if either is not an individual) is in compliance with its certificate of incorporation, by-laws, partnership agreement, articles of organization, operating agreement or other applicable organizational or governing document as may be applicable to the Borrower or a Subsidiary depending on its organizational structure (“Governing Documents”).  The Borrower and each Subsidiary is in

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compliance with each agreement to which it is a party or by which it or any of its assets is bound.

c.Legality.  The execution, delivery and performance by the Borrower of this Agreement and all related documents, including the Transaction Documents, (i) are in furtherance of the Borrower’s purposes and within its power and authority; (ii) do not (A) violate any statute, regulation or other law or any judgment, order or award of any court, agency or other governmental authority or of any arbitrator with respect to the Borrower or any Subsidiary or (B) violate the Borrower’s or any Subsidiary’s Governing Documents (if either is not an individual), constitute a default under any agreement binding on the Borrower or any Subsidiary or result in a lien or encumbrance on any assets of the Borrower or any Subsidiary; and (iii) if the Borrower or any Subsidiary is not an individual, have been duly authorized by all necessary organizational actions.

d.Fiscal Year.  The fiscal year of the Borrower is the calendar year unless the following blank states otherwise:  year ending February 29, 2012.

e.Title to Assets.  The Borrower and each Subsidiary has good and marketable title to each of its assets free of security interests, mortgages or other liens or encumbrances, except as set forth on the Schedule titled “Permitted Liens” or pursuant to the Bank’s prior written consent.

f.Judgments and Litigation.  There is no pending or threatened claim, audit, investigation, action or other legal proceeding or judgment, order or award of any court, agency or other governmental authority or arbitrator (any, an “Action”) which involves the Borrower, its Subsidiaries or their respective assets and might have a material adverse effect upon the Borrower or any Subsidiary or threaten the validity of the Credit, any Transaction Document or any related document or action.

g.Full Disclosure.  Neither this Agreement nor any certificate, financial statement or other writing provided to the Bank by or on behalf of the Borrower or any Subsidiary contains any statement of fact that is incorrect or misleading in any material respect or omits to state any fact necessary to make any such statement not incorrect or misleading.  The Borrower has not failed to disclose to the Bank any fact that might have a material adverse effect on the Borrower or any Subsidiary.

3)AFFIRMATIVE COVENANTS.  So long as this Agreement is in effect, the Borrower will comply with any “Additional Affirmative Covenant” contained in the Schedule and shall:

a.            Financial Statements and Other Information.  The Borrower shall deliver to the Bank, and comply with, the financial data and reporting requirements set forth in Section 5.1 of the Second Amended and Restated Credit Agreement, dated January 11, 2008, by and among New Enterprise Stone & Lime Co., Inc., the

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financial institutions party thereto, and the Bank, as the issuing bank, a lender, the swing lender and the agent (as further amended from time to time, the “Second A&R Credit Agreement”).

b.Accounting; Tax Returns and Payment of Claims.  The Borrower and each Subsidiary will maintain a system of accounting and reserves in accordance with generally accepted accounting principles, has filed and will file each tax return required of it and, except as disclosed in the Schedule, has paid and will pay when due each tax, assessment, fee, charge, fine and penalty imposed by any taxing authority upon it or any of its assets, income or franchises, as well as all amounts owed to mechanics, materialmen, landlords, suppliers and the like in the normal course of business.

c.Inspections.  Promptly upon the Bank’s request, the Borrower will permit, and cause its Subsidiaries to permit, the Bank’s officers, attorneys or other agents to inspect its and its Subsidiary’s premises, examine and copy its records and discuss its and its Subsidiary’s business, operations and financial or other condition with its and its Subsidiary’s responsible officers and independent accountants.

d.Operating Accounts.  Maintain, and cause its Subsidiaries to maintain, their main operating accounts with the Bank.

e.Changes in Management and Control.  If the Borrower is not an individual, immediately upon any change in the identity of the Borrower’s chief executive officers or in its beneficial ownership, the Borrower will provide to the Bank a certificate executed by its senior individual authorized to transact business on behalf of the Borrower, specifying such change.

f.Notice of Defaults and Material Adverse Changes.  The Borrower shall deliver to the Bank, and comply with, the notice of defaults and notice of disputes and other matters requirements set forth in Sections 5.2 and 5.3 of the Second A&R Credit Agreement.

g.Insurance.  Maintain its, and cause its Subsidiaries to maintain, property in good repair and will on request provide the Bank with evidence of insurance coverage satisfactory to the Bank, including fire and hazard, liability, workers’ compensation and business interruption insurance and flood hazard insurance as required.

h.Further Assurances.  Promptly upon the request of the Bank, the Borrower will execute, and cause its Subsidiaries to execute, and deliver each writing and take each other action that the Bank deems necessary or desirable in connection with any transaction contemplated by this Agreement.

4)NEGATIVE COVENANTS.  As long as this Agreement is in effect, the Borrower shall not violate, and shall not suffer or permit any of its Subsidiaries to violate, any of the following covenants and any “Additional Negative Covenant” on the Schedule.  The Borrower shall not:

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a.Indebtedness.  Permit any indebtedness (including direct and contingent liabilities) not described on the Schedule titled “Permitted Indebtedness” except for trade indebtedness or current liabilities for salary and wages incurred in the ordinary course of business and not substantially overdue.

b.Guaranties.  Become a guarantor, a surety, or otherwise liable for the debts or other obligations of another, whether by guaranty or suretyship agreement, agreement to purchase indebtedness, agreement for furnishing funds through the purchase of goods, supplies or services (or by way of stock purchase, capital contribution, advance or loan) for the purpose of paying or discharging indebtedness, or otherwise, except as an endorser of instruments for the payment of money deposited to its bank account for collection in the ordinary course of business and except as may be specified in the Schedule titled “Permitted Guaranties”.

c.Liens.  Permit any of its assets to be subject to any security interest, mortgage or other lien or encumbrance, except as set forth on the Schedule titled “Permitted Liens” and except for liens for property taxes not yet due; pledges and deposits to secure obligations or performance for workers’ compensation, bids, tenders, contracts other than notes, appeal bonds or public or statutory obligations; and materialmen’s, mechanics’, carriers’ and similar liens arising in the normal course of business.

d.Other Negative Covenants.  Borrower shall not violate any other business covenants set forth in Article 7 of the Second A&R Credit Agreement.

5)FINANCIAL COVENANTS.  During the term of this Agreement, the Borrower shall not violate, and shall not suffer or permit any of its Subsidiaries to violate, any of the following covenants (complete applicable financial covenant) or any Additional Financial Covenants on the Schedule.  For purposes of this Section, if the Borrower has any Subsidiaries all references to the Borrower shall include the Borrower and all of its Subsidiaries on a consolidated basis.  Unless a different measurement period is specified, compliance for the financial covenants shall be required at all times.

None.

6)DEFAULT.

a.Events of Default.  Any of the following events or conditions shall constitute an “Event of Default”: (i) if the Borrower shall fail to make any payment of the principal of the loan provided hereunder on the dates when the same shall become due and payable, whether at stated maturity or at a date fixed for any installment or prepayment thereof or otherwise; (ii) if the Borrower shall fail to make any payment of interest on the loan provided hereunder or any other amounts owing hereunder (other than principal of the loan provided hereunder) on the dates when such interest or other amounts shall become due and payable, and such failure continues for more than two (2) Business Days; (iii) if there shall occur any

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default in the due performance or observance of any term, covenant or agreement to be performed or observed pursuant to the provisions of this Agreement; (iv) the Borrower is dissolved, becomes insolvent, generally fails to pay or admits in writing its inability generally to pay its debts as they become due; (v) if any representation or warranty made by the Borrower in this Agreement or in any other Transaction Document, shall be false or misleading in any material respect when made; (vi) if the validity of this Agreement or any of the other Transaction Documents shall have been challenged or disaffirmed by or on behalf of any of such parties thereto; or (vii) any event of default occurs under Article 8 of the Second A&R Credit Agreement.

b.Rights and Remedies Upon Default.  Upon the occurrence of any Event of Default, the Bank without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law) to or upon the Borrower, any Subsidiary or any other person (all and each of which demands, presentments, protests, advertisements and notices are hereby waived), may exercise all rights and remedies under the Borrower’s or its Subsidiaries’ agreements with the Bank or its Affiliates, applicable law, in equity or otherwise and may declare all or any part of any Obligations not payable on demand to be immediately due and payable without demand or notice of any kind and terminate any obligation it may have to grant any additional loan, credit or other financial accommodation to the Borrower or any Subsidiary.  All or any part of any Obligations whether or not payable on demand, shall be immediately due and payable automatically upon the occurrence of an Event of Default in Section 6(a)(vi) above.  The provisions hereof are not intended in any way to affect any rights of the Bank with respect to any Obligations which may now or hereafter be payable on demand.

7)EXPENSES.  The Borrower shall pay to the Bank on demand all costs and expenses (including all fees and disbursements of counsel retained for advice, suit, appeal or other proceedings or purpose and of any experts or agents it may retain), which the Bank may incur in connection with (i) the administration of the Obligations, including any administrative fees the Bank may impose for the preparation of discharges, releases or assignments to third-parties; (ii) the enforcement and collection of any Obligations or any guaranty thereof; (iii) the exercise, performance .enforcement or protection of any of the rights of the Bank hereunder; or (iv) the failure of the Borrower or any Subsidiary to perform or observe any provisions hereof.  After such demand for payment of any cost, expense or fee under this Section or elsewhere under this Agreement, the Borrower shall pay interest at the highest default rate specified in any instrument evidencing any of the Obligations from the date payment is demanded by the Bank to the date reimbursed by the Borrower.  All such costs, expenses or fees under this Agreement shall be added to the Obligations.

8)TERMINATION.  This Agreement shall remain in full force and effect until (i) all Obligations outstanding, or contracted or committed for (whether or not outstanding), shall be finally and irrevocably paid in full and (ii) all Transaction Documents have been terminated by the Bank.

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9)RIGHT OF SETOFF.  If an Event of Default occurs, the Bank shall have the right to set off against the amounts owing under this Agreement and the other Transaction Documents any property held in a deposit or other account or otherwise with the Bank or its Affiliates or otherwise owing by the Bank or its Affiliates in any capacity to the Borrower, its Subsidiary or any guarantor of, or endorser of any of the Transaction Documents evidencing, the Obligations.  Such setoff shall be deemed to have been exercised immediately at the time the Bank or such Affiliate elect to do so.

10)MISCELLANEOUS.

a.Notices.  Any notice or demand hereunder or required under applicable law shall be duly given if delivered or mailed to the Borrower (at its address on the Bank’s records) or to the Bank (at the address on page one and separately to the officer of the Bank responsible for the Borrower’s relationship with the Bank).  Such notice or demand shall be deemed effective if delivered, upon personal delivery or if mailed, three (3) business days after deposit in an official depository maintained by the United States Post Office for the collection of mail or one (1) business day after delivery to a nationally recognized overnight delivery service.  Notice by e-mail is not valid notice under this or any other agreement between the Borrower and the Bank.

b.Generally Accepted Accounting Principles.  Any financial calculation to be made, all financial statements and other financial information to be provided, and all books and records, system of accounting and reserves to be kept in connection with the provisions of this Agreement, shall be in accordance with generally accepted accounting principles consistently applied during each interval and from interval to interval; provided, however, that in the event changes in generally accepted accounting principles shall be mandated by the Financial Accounting Standards Board or any similar accounting body of comparable standing, or should be recommended by Borrower’s certified public accountants, to the extent such changes would affect any financial calculations to be made in connection herewith, such changes shall be implemented in making such calculations only from and after such date as Borrower and the Bank shall have amended this Agreement to the extent necessary to reflect such changes in the financial and other covenants to which such calculations relate.

c.Indemnification.  If after receipt of any payment of all, or any part of, the Obligations, the Bank is, for any reason, compelled to surrender such payment to any person or entity because such payment is determined to be void or voidable as a preference, an impermissible setoff, or a diversion of trust funds, or for any other reason, the Transaction Documents shall continue in full force and the Borrower shall be liable, and shall indemnify and hold the Bank harmless for, the amount of such payment surrendered.  The provisions of this Section shall be and remain effective notwithstanding any contrary action which may have been taken by the Bank in reliance upon such payment, and any such contrary action so taken shall be without prejudice to the Bank’s rights under the Transaction Documents and shall be deemed to have been conditioned upon such payment having become

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final and irrevocable.  The provisions of this Section shall survive the termination of this Agreement and the Transaction Documents.

d.Further Assurances.  From time to time, the Borrower shall take, and cause its Subsidiaries to take, such action and execute and deliver to the Bank such additional documents, instruments, certificates, and agreements as the Bank may reasonably request to effectuate the purposes of the Transaction Documents.

e.Cumulative Nature and Non-Exclusive Exercise of Rights and Remedies.  All rights and remedies of the Bank pursuant to this Agreement and the Transaction Documents shall be cumulative, and no such right or remedy shall be exclusive of any other such right or remedy.  In the event of any unreconcilable inconsistencies, this Agreement shall control.  No single or partial exercise by the Bank of any right or remedy pursuant to this Agreement or otherwise shall preclude any other or further exercise thereof, or any exercise of any other such right or remedy, by the Bank.

f.Governing Law; Jurisdiction.  This Agreement has been delivered to and accepted by the Bank and will be deemed to be made in the Commonwealth of Pennsylvania.  Unless provided otherwise under federal law, this Agreement will be interpreted in accordance with laws of the Commonwealth of Pennsylvania, excluding its conflict of laws rules.  BORROWER HEREBY IRREVOCABLY CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT IN THE COMMONWEALTH OF PENNSYLVANIA IN PHILADELPHIA COUNTY, AND CONSENTS THAT THE BANK MAY EFFECT ANY SERVICE OF PROCESS IN THE MANNER AND AT BORROWER’S ADDRESS AS SET FORTH IN THE ABOVE SECTION ENTITLED “NOTICES”; PROVIDED THAT NOTHING CONTAINED IN THIS AGREEMENT WILL PREVENT THE BANK FROM BRINGING ANY ACTION, ENFORCING ANY AWARD OR JUDGMENT OR EXERCISING ANY RIGHTS AGAINST BORROWER INDIVIDUALLY, AGAINST ANY SECURITY OR AGAINST ANY PROPERTY OF BORROWER WITHIN ANY OTHER COUNTY, STATE OR OTHER FOREIGN OR DOMESTIC JURISDICTION.  Borrower acknowledges and agrees that the venue provided above is the most convenient forum for both the Bank and Borrower, and Borrower waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Agreement.

g.Joint and Several; Successors and Assigns.  If there is more than one Borrower, each of them shall be jointly and severally liable for all amounts, which become due, and the performance of all obligations under this Agreement, and the term “the Borrower” shall include each as well as all of them.  This Agreement shall be binding upon the Borrower and upon its heirs and legal representatives, its successors and assignees, and shall inure to the benefit of, and be enforceable by, the Bank, its successors and assignees and each direct or indirect assignee or other

8

transferee of any of the Obligations; provided, however, that this Agreement may not be assigned by the Borrower without the prior written consent of the Bank.

h.Waivers; Changes in Writing.  No failure or delay of the Bank in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.  The Borrower expressly disclaims any reliance on any course of dealing or usage of trade or oral representation of the Bank (including representations to make loans to the Borrower) and agrees that none of the foregoing shall operate as a waiver of any right or remedy of the Bank.  No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.  No waiver of any provision of this Agreement or consent to any departure by the Borrower therefrom shall in any event be effective unless made specifically in writing by the Bank and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.  No modification to any provision of this Agreement shall be effective unless made in writing in an agreement signed by the Borrower and the Bank.

i.Interpretation.  Unless the context otherwise clearly requires, references to plural includes the singular and references to the singular include the plural; references to “individual” shall mean a natural person and shall include a natural person doing business under an assumed name (e.g., a “DBA”); the word “or” has the inclusive meaning represented by the phrase “and/or”; the word “including”, “includes” and “include” shall be deemed to be followed by the words “without limitation”; and captions or section headings are solely for convenience and not part of the substance of this Agreement.  Any representation, warranty, covenant or agreement herein shall survive execution and delivery of this Agreement and shall be deemed continuous.  Each provision of this Agreement shall be interpreted as consistent with existing law and shall be deemed amended to the extent necessary to comply with any conflicting law.  If any provision nevertheless is held invalid, the other provisions shall remain in effect.  The Borrower agrees that in any legal proceeding, a photocopy of this Agreement kept in the Bank’s course of business may be admitted into evidence as an original.

j.Waiver of Jury Trial.  THE BORROWER AND THE BANK HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY THE BORROWER AND THE BANK MAY HAVE IN ANY ACTION OR PROCEEDING, IN LAW OR IN EQUITY, IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTIONS RELATED HERETO.  THE BORROWER REPRESENTS AND WARRANTS THAT NO REPRESENTATIVE OR AGENT OF THE BANK HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE BANK WILL NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS JURY TRIAL WAIVER.  THE BORROWER ACKNOWLEDGES THAT THE BANK

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HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE PROVISIONS OF THIS SECTION.

Acknowledgment.  Borrower acknowledges that it has read and understands all the provisions of this Agreement, including the Governing Law, Jurisdiction and Waiver of Jury Trial, and has been advised by counsel as necessary or appropriate.

MANUFACTURERS AMD/TRADERS TRUST COMPANY
By:	/s/ Robert L. Bilger
Name:	Robert L. Bilger
Title:	Vice President

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	BORROWER
TAX ID/SS #23-1374051	New Enterprise Stone & Lime Co., Inc.
	By	/s/ Paul I. Detwiler, III
	Paul I. Detwiler, III, President
TAX ID/SS #161266682	Gateway Trade Center Inc.
	By	/s/ Paul I. Detwiler, III
	Paul I. Detwiler, III, Vice President
TAX ID/SS #23-2001976	Protection Services Inc.
	By	/s/ Paul I. Detwiler, III
	Paul I. Detwiler, III, Vice President
TAX ID/SS #200200094	SCI Products Inc.
	By	/s/ Paul I. Detwiler, III
	Paul I. Detwiler, III, Vice President
TAX ID/SS #52-1488457	Work Area Protection Corp.
	By	/s/ Paul I. Detwiler, III
	Paul I. Detwiler, III, Vice President
TAX ID/SS #25-1810626	EII Transport Inc.
	By	/s/ Paul I. Detwiler, III
	Paul I. Detwiler, III, Vice President
TAX ID/SS #75-2312461	Precision Solar Controls Inc.
	By	/s/ Paul I. Detwiler, III
	Paul I. Detwiler, III, Vice President
TAX ID/SS #510349197	ASTI Transportation Systems, Inc.
	By	/s/ Paul I. Detwiler, III
	Paul I. Detwiler, III, Vice President
/s/ Thomas G. Frye
Signature of Witness
Thomas G. Frye
Typed name of Witness

11

ACKNOWLEDGMENT

COMMONWEALTH OF PENNSYLVANIA	)
	)         SS.
COMMONWEALTH OF BEDFORD	)

On the 21st day of July, in the year 2011, before me, the undersigned, a Notary Public in and for said Commonwealth, personally appeared Paul I. Detwiler, III, executive Vice President or Vice President of each company comprising the Borrower, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instruments

/s/ Kelly M. Burtnett-Myers

Notary Public

Commonwealth of Pennsylvania

Notarial Seal

Kelly M. Burtnett-Myers, Notary Public

South Woodbury Twp., Bedford County

My Commission Expires April 16, 2013

Member, Pennsylvania Association of Notaries

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EX-10.14

Exhibit 10.14

LOAN AGREEMENT

by and between

NEW ENTERPRISE STONE & LIME CO., INC.

and

CITIZENS BANK OF PENNSYLVANIA

DATED SEPTEMBER 30, 2009

TABLE OF CONTENTS

SECTION		PAGE
ARTICLE I DEFINITIONS		1
1.01.	Certain Definitions	1
1.02.	Construction and Interpretation	14
ARTICLE II THE CREDIT FACILITIES		15
2.01.	Term Loan	15
2.02.	Interest Rates	17
2.03.	Interest Payments	18
2.04.	Fees	18
2.05.	Late Charge	18
2.06.	Payments	18
2.07.	Optional Prepayments	19
2.08.	Booking of LIBOR Rate Loans	20
2.09.	Increased Costs	20
2.10.	Increased Capital Costs	21
2.11.	Illegality; Impracticability	21
2.12.	Loss of Margin	22
2.13.	Loan Account	23
2.14.	Security	23
2.15.	Financing Statements	23
ARTICLE III REPRESENTATIONS AND WARRANTIES		23
3.01.	Organization and Qualification	23
3.02.	Authority; Power to Carry on Business; Licenses	24
3.03.	Execution and Binding Effect	24
3.04.	Absence of Conflicts	24
3.05.	Authorizations and Filings	25
3.06.	Borrower and its Subsidiaries	25
3.07.	Business	25
3.08.	Title to Property	25
3.09.	Financial Information	25
3.10.	Taxes	25
3.11.	Contracts	26
3.12.	Litigation	26
3.13.	Laws	26
3.14.	ERISA	26
3.15.	Patents, Licenses, Franchises	27
3.16.	Environmental Matters	27
3.17.	Use of Proceeds	28
3.18.	Margin Stock	28
3.19.	No Event of Default	28
3.20.	No Material Adverse Change	28
3.21.	Security Interest	28

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SECTION		PAGE
3.22.	Labor Controversies	29
3.23.	Solvency	29
3.24.	Governmental Regulation	29
3.25.	Accurate and Complete Disclosure; Representations and Warranties Survive	29
3.26.	Anti-Terrorism Laws	29
ARTICLE IV CONDITIONS OF LENDING		30
4.01.	Representations and Warranties; Events of Default and Potential Defaults	30
4.02.	Loan Documents	30
4.03.	UCC Financing Statements	30
4.04.	Other Documents and Conditions	30
4.05.	Details, Proceedings and Documents	31
4.06.	Fees and Expenses	32
ARTICLE V AFFIRMATIVE COVENANTS		32
5.01.	Reporting and Information Requirements	32
5.02.	Preservation of Existence and Franchises	35
5.03.	Insurance	35
5.04.	Maintenance of Properties	35
5.05.	Payment of Taxes and Claims	35
5.06.	Financial Accounting Practices	36
5.07.	Compliance with Laws	36
5.08.	Compliance with ERISA	36
5.09.	Continuation of and Change in Business	37
5.10.	Use of Proceeds	37
5.11.	Lien Searches	37
5.12.	Further Assurances	37
5.13.	Environmental Matters	38
5.14.	Bailees	38
5.15.	Financial Covenants	38
ARTICLE VI NEGATIVE COVENANTS		39
6.01.	[Reserved]	39
6.02.	Indebtedness	39
6.03.	Loans, Investments, Acquisitions, Etc.	40
6.04.	Transactions with Affiliates	41
6.05.	Disposition of Assets	41
6.06.	Continuation of or Change in Business	42
6.07.	Margin Stock	42
6.08.	Merger; Consolidation	43
6.09.	Distributions	43
6.10.	Change of Ownership	43
6.11.	Fiscal Year	43
6.12.	Modifications to Material Documents	44

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SECTION		PAGE
ARTICLE VII DEFAULTS		44
7.01.	Events of Default	44
7.02.	Consequences of an Event of Default	46
7.03.	Set-Off	47
7.04.	Other Remedies	47
ARTICLE VIII MISCELLANEOUS		47
8.01.	Business Days	47
8.02.	Amendments and Waivers	47
8.03.	No Implied Waiver; Cumulative Remedies	48
8.04.	Notices	48
8.05.	Expenses; Taxes: Attorneys Fees	49
8.06.	Severability	50
8.07.	Governing Law; Consent to Jurisdiction	50
8.08.	Prior Understandings	50
8.09.	Duration; Survival	50
8.10.	Counterparts	50
8.11.	Successors and Assigns	50
8.12.	Certifications from Bank and Participants	51
8.13.	Confidentiality	52
8.14.	Participation and Assignment	52
8.15.	No Third Party Beneficiaries	53
8.16.	Exhibits	53
8.17.	Headings	53
8.18.	Indemnity	53
8.19.	Limitation of Liability	54
8.20.	WAIVER OF TRIAL BY JURY	54

iii

LOAN AGREEMENT

This Agreement, dated the 30th day of September, 2009, is by and between New Enterprise Stone & Lime Co., Inc., a Delaware corporation (the “Borrower”), and Citizens Bank of Pennsylvania (the “Bank”).

WITNESSETH:

WHEREAS, the Borrower has requested that the Bank extend credit to the Borrower in an aggregate principal amount of up to Eight Million Four Hundred Fifty Thousand Seven Hundred Fifty-Two and 48/100 Dollars ($8,450,752.48), the proceeds of which will be used to finance the acquisition of certain equipment; and

WHEREAS, the Bank is willing to extend such credit to the Borrower pursuant to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants contained in this Agreement, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

1.01.Certain Definitions.

In addition to other words and terms defined elsewhere in this Agreement, the following words and terms have the following meanings, respectively, unless the context otherwise clearly requires; provided, however, with respect to any words and terms defined below to mean that as set forth in the Existing Credit Agreement, if the Existing Credit Agreement terminates or otherwise ceases to be in full force and effect at any time and for any reason, whether by voluntary termination, upon default, acceleration, at maturity or otherwise (each, a “Termination”), all of such defined terms shall survive the Termination and shall continue in full force and effect as part of this Agreement; provided further, that at any time after a Termination, the Borrower shall, upon the Bank’s request, execute and deliver to the Bank a supplement or amendment to this Agreement, which supplement or amendment shall expressly incorporate into this Agreement all or any number of applicable defined terms of the terminated Existing Credit Agreement:

“Accounting Month” shall have the meaning set forth in the Existing First Lien Credit Agreement as it exists on the Closing Date.

“Accumulated Funding Deficiency” shall have the meaning set forth in the Existing First Lien Credit Agreement as it exists on the Closing Date.

“Acquisition” shall mean (a) any acquisition by the Borrower or any of its Subsidiaries of an interest in any other Person that shall then become Consolidated with the Borrower and its Subsidiaries in accordance with GAAP, or (b) any acquisition by the Borrower

or any of its Subsidiaries of all or any substantial part of the assets of any other Person or of a division or line of business of any other Person, in any case, whether by purchase, lease, exchange, issuance of equity or debt securities, merger, reorganization or any other method; provided, however, any purchase of undeveloped land (or land on which no commercial enterprise is being conducted) that is treated as a Capital Expenditure shall not be deemed to be an “Acquisition.”

“Actual Value” shall have the meaning set forth in the Existing First Lien Credit Agreement as it exists on the Closing Date.

“Affiliate” shall mean any Person that directly or indirectly controls, is controlled by, or is under common control with, the Borrower.  The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Agent” shall have the meaning set forth in the Existing First Lien Credit Agreement as it exists on the Closing Date.

“Agreement” shall mean this Loan Agreement, as amended, modified or supplemented from time to time.

“Anti-Terrorism Laws” shall mean any laws relating to terrorism or money laundering, including Executive Order No. 13224, the USA Patriot Act, the laws comprising or implementing the Bank Secrecy Act, and the laws administered by the United States Treasury Department’s Office of Foreign Asset Control (as any of the foregoing laws may from time to time be amended, renewed, extended, or replaced).

“Applicable Rate” shall mean a rate per annum equal to (i) the LIBOR Rate Applicable Rate, (ii) the LIBOR Advantage Applicable Rate or (iii) the Prime Rate Applicable Rate, as applicable.

“Authorized Representative” shall mean each Person designated from time to time, as appropriate, in writing by the Borrower to the Bank for the purposes of giving notices of borrowing, conversion or continuation of Loans, which designation shall continue in full force and effect until terminated in writing by the Borrower to the Bank.

“Bank” shall mean Citizens Bank of Pennsylvania, with an office at 525 William Penn Place, Pittsburgh, Pennsylvania 15219-1729.

“BCS LLC” shall have the meaning set forth in the Existing First Lien Credit Agreement as it exists on the Closing Date.

“BCS Acquisition” shall have the meaning set forth in the Existing First Lien Credit Agreement as it exists on the Closing Date.

“Blocked Person” shall have the meaning assigned to such term in Section 3.26(b) hereof.

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“Borrower” shall mean New Enterprise Stone & Lime Co., Inc., a Delaware corporation, with its principal place of business located at 3912 Brumbaugh Road, New Enterprise, Pennsylvania 16664.

“Bonding Arrangement” shall have the meaning set forth in the Existing First Lien Credit Agreement as it exists on the Closing Date.

“Business Day” shall mean (i) any day which is neither a Saturday or Sunday nor a legal holiday on which commercial banks are authorized or required to be closed in Pittsburgh, Pennsylvania; (ii) when such term is used to describe a day on which a borrowing, payment, prepaying, or repaying is to be made in respect of a LIBOR Rate Loan, any day which is: (A) neither a Saturday or Sunday nor a legal holiday on which commercial banks are authorized or required to be closed in Pittsburgh, Pennsylvania and (B) a London Banking Day; and (iii) when such term is used to describe a day on which an interest rate determination is to be made in respect of any LIBOR Rate Loan, any day which is a London Banking Day.

“Capital Expenditure” shall have the meaning set forth in the Existing First Lien Credit Agreement as it exists on the Closing Date.

“Capital Lease Obligations” shall have the meaning set forth in the Existing First Lien Credit Agreement as it exists on the Closing Date.

“CERCLA” shall mean the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended from time to time, and all rules and regulations promulgated in connection therewith.

“Change of Control” shall have the meaning set forth in the Existing First Lien Credit Agreement as it exists on the Closing Date.

“Closing” shall mean the closing of the transactions provided for in this Agreement on the Closing Date.

“Closing Date” shall mean September 30, 2009 or such other date upon which the parties may agree.

“COBRA” shall mean the group health plan continuation coverage requirements of Section 4980B of the Code and Part 6 of Subtitle B of Title I of ERISA

“Code” shall mean the Internal Revenue Code of 1986 as amended along with the rules, regulations, decisions and other official interpretations in connection therewith.

“Collateral” shall mean that as set forth in Section 3.21 hereof.

“Consolidated” shall have the meaning set forth in the Existing First Lien Credit Agreement as it exists on the Closing Date.

“Consolidating” shall have the meaning set forth in the Existing First Lien Credit Agreement as it exists on the Closing Date.

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“Contamination” shall mean the presence or release or threat of release of Regulated Substances in, on, under or emanating to or from the Property which pursuant to Environmental Laws requires notification or reporting to an Official Body, or which pursuant to Environmental Laws requires the investigation, cleanup, removal, remediation, containment, abatement of or other response action or which otherwise constitutes a violation of Environmental Laws.

“Debt” shall mean, collectively, (A) all Indebtedness, whether of principal, interest, fees, expenses or otherwise, of the Borrower to the Bank, whether now existing or hereafter incurred including, but not limited to, future loans and advances, if any, under this Agreement, the Notes and the other Loan Documents, as the same may be amended from time to time, together with any and all extensions, renewals, refinancings or refundings thereof in whole or in part; (B) to the extent directly relating to the Loans and the financing contemplated by this Agreement and the other Loan Documents, all other obligations for the repayment of borrowed money, whether of principal, interest, fees, expenses or otherwise, of the Borrower to the Bank, whether now existing or hereafter incurred, whether under letters or advices of credit, lines of credit, other financing arrangements or otherwise (including, but not limited to, any obligations arising as a result of any overdrafts), whether or not contemplated by the Bank or the Borrower at the date hereof and whether direct, indirect, matured or contingent, joint or several, or otherwise, together with any and all extensions, renewals, refinancings or refundings thereof in whole or in part; (C) all costs and expenses including, without limitation, to the extent permitted by Law, reasonable attorneys’ fees and legal expenses, incurred by the Bank in the collection of any of the indebtedness referred to in clauses (A), (B) or (C) above in amounts due and owing to the Bank under this Agreement or the other Loan Documents; and (E) any advances made by the Bank for the maintenance, preservation, protection or enforcement of, or realization upon, any property or assets now or hereafter made subject to a Lien granted pursuant to this Agreement, the other Loan Documents or pursuant to any agreement, instrument or note relating to any of the Debt, including, without limitation, advances for taxes, insurance, repairs and the like.

“Distributions” shall mean, for the period of determination, (i) all distributions of cash, securities or other property (other than capital stock) on or in respect of any shares of any class of capital stock of the Borrower and (ii) all purchases, redemptions or other acquisitions by the Borrower of any shares of any class of capital stock of the Borrower, determined for the Borrower in accordance with GAAP.

“Environmental Complaint” shall mean any written complaint by any Person or Official Body setting forth a cause of action for personal injury or property damage, natural resource damage, contribution or indemnity for response costs, civil or administrative penalties, criminal fines or penalties, or declaratory or equitable relief arising under any Environmental Laws or any order, notice of violation, citation, subpoena, request for information or other written notice or demand of any type issued by an Official Body pursuant to any Environmental Laws.

“Environmental Laws” shall mean all federal, state, local and foreign Laws and any consent decrees, settlement agreements, judgments, orders, directives, policies or programs issued by or entered into with an Official Body pertaining or relating to: (i) pollution or pollution control; (ii) protection of human health or the environment; (iii) employee safety in the

4

workplace; (iv) the presence, use, management, generation, manufacture, processing, extraction, treatment, recycling, refining, reclamation, labeling, transport, storage, collection, distribution, disposal or release or threat of release of Regulated Substances; (v) the presence of Contamination; (vi) the protection of endangered or threatened species; and (vii) the protection of Environmentally Sensitive Areas.

“Environmental Material Adverse Change” shall have the meaning set forth in the Existing First Lien Credit Agreement as it exists on the Closing Date.

“Environmentally Sensitive Area” shall mean (i) any wetland as defined by applicable Environmental Laws; (ii) any area designated as a coastal zone pursuant to applicable Laws, including Environmental Laws; (iii) any area of historic or archeological significance or scenic area as defined or designated by applicable Laws, including Environmental Laws; (iv) habitats of endangered species or threatened species as designated by applicable Laws, including Environmental Laws; or (v) a floodplain or other flood hazard area as defined pursuant to any applicable Laws.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as in effect as of the date of this Agreement and as amended from time to time in the future, and any successor statute of similar import, and the rules and regulations thereunder, or from time to time in effect.

“ERISA Affiliate” shall mean a Person who is under common control with the Borrower within the meaning of Section 414(b) of the Code including, but not limited to, a Subsidiary of the Borrower.

“Event of Default” shall mean any of the Events of Default described in Section 7.01 of this Agreement.

“Excess Interest” shall mean that as set forth in Section 2.02(c) hereof.

“Executive Order No. 13224” shall mean the Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, as the same has been, or shall hereafter be, renewed, extended, amended or replaced.

“Existing Credit Agreement” shall mean, collectively, the Existing First Lien Credit Agreement and the Existing Second Lien Credit Agreement.

“Existing First Lien Credit Agreement” shall mean that certain Second Amended and Restated Credit Agreement, dated as of January 11, 2008, by and among the Borrower, the financial institutions party thereto and the Agent party thereto, as amended from time to time prior to the date hereof.

“Existing Second Lien Credit Agreement” shall mean that certain Second Lien Credit Agreement, dated as of January 11, 2008, by and among the Borrower, the financial institutions party thereto and the Agent party thereto, as amended from time to time prior to the date hereof.

5

“Expiration Date” shall mean, November 1, 2012.

“Fiscal Quarter(s)” shall mean the period(s) of January 1 through March 31, April 1 through June 30, July 1 through September 30 and October 1 through December 31 of each calendar year.

“GAAP” means generally accepted accounting principles (as such principles may change from time to time) which shall include the official interpretations thereof by the Financial Accounting Standards Board applied on a consistent basis (except for changes in application in which the Borrower’s independent certified public accountants concur).

“Guaranty” shall mean any obligation of a Person guaranteeing or in effect guaranteeing any liability or obligation of any other Person in any manner, whether directly or indirectly, including any agreement to indemnify or hold harmless any other Person, any performance bond or other suretyship arrangement and any other form of assurance against loss, except endorsement of negotiable or other instruments for deposit or collection in the ordinary course of business.

“Hedging Contracts” shall mean (a) any agreement (including terms and conditions incorporated by reference therein) which is a rate swap agreement, basis swap, forward rate agreement, commodity swap, interest rate option, forward foreign exchange agreement, spot foreign exchange agreement, rate cap agreement, rate floor agreement, rate collar agreement, currency swap agreement, cross-currency rate swap agreement, currency option, or any other similar agreement (including any option to enter into any of the foregoing), (b) any combination of the foregoing, or (c) any master agreement for any of the foregoing together with all supplements.

“Hedging Obligations” shall mean all liabilities and obligations of the Borrower under Hedging Contract directly relating to the Loans or any portion thereof.

“Income Tax Distributions” shall mean all Distributions made by the Borrower to the extent necessary for payment of the income taxes of the shareholders of the Borrower or their owners on account of the attribution of the Borrower’s income to such shareholders by reason of the Borrower being an S corporation, in each case determined by reference to the member who has the highest combined marginal rate for income tax purposes.

“Incorporated Provisions” shall mean that as set forth in Section 5.15 hereof.

“Indebtedness” shall mean, with respect to any Person (without duplication):

(a)all indebtedness of such Person for borrowed money;

(b)all obligations of such Person for the deferred purchase price of property or services (other than trade payables in the ordinary course of business where the purchase price for the property or services is payable and paid not more than ninety (90) days after the date of incurrence of the obligation in respect thereof);

6

(c)all obligations of such Person evidenced by notes, bonds (other than obligations in respect of Bonding Arrangements under which no claims have been paid by the applicable surety), debentures or other similar instruments;

(d)obligations in respect of Bonding Arrangements under which claims have been paid by the applicable surety;

(e)all indebtedness created or arising under any conditional sale or

other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property) and all other indebtedness secured by a Lien on the property or assets of such Person;

(f)all Capital Lease Obligations of such Person;

(g)all obligations, contingent or otherwise, of such Person under acceptance, letter of credit or similar facilities;

(h)all obligations of such Person under Hedging Contracts;

(i)a Guaranty of such Person other than any such Guaranty of obligations of any Subsidiary of such Person to the extent such obligations of such Subsidiary do not constitute Indebtedness;

(j)all Indebtedness referred to in clauses (a) through (i) above secured by (or which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on the Collateral (including, without limitation, accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness;

(k)all payments required by such Person under non-compete agreements;

(l)the Indebtedness of any partnership or unincorporated joint venture in which such Person is a general partner or joint venturer that is liable for the obligations of the partnership or unincorporated joint venture (to the extent of such liability);

(m)the Actual Value of any and all Operating Leases to which such Person is a party respecting property, plant and equipment; and

(n)all obligations of such Person under Synthetic Leases and all other obligations of such Person that are the functional equivalent of the Indebtedness referred to in clauses (a) through (n) above..

“Indemnified Liabilities” shall mean that as set forth in Section 8.18 hereof. “Indemnitees” shall mean that as set forth in Section 8.18 hereof.

7

“Interest Payment Date” shall mean, relative to any LIBOR Rate Loan having a LIBOR Interest Period of three (3) months or less, the last Business Day of such LIBOR Interest Period and, as to any LIBOR Rate Loan having a LIBOR Interest Period longer than three (3) months, each Business Day which is three (3) months, or a whole multiple thereof, after the first day of such LIBOR Interest Period and the last day of such LIBOR Interest Period.

“Investment” shall have the meaning set forth in the Existing First Lien Credit Agreement as it exists on the Closing Date.

“LA Interest Payment Date” shall mean, initially, December 1, 2008 (which may be any day chosen by the Borrower), and thereafter the day of each succeeding month which numerically corresponds to such date or, if a month does not contain a day that numerically corresponds to such date, the LA Interest Payment Date shall be the last day of such month.

“LA Interest Period” shall mean, with respect to any LIBOR Advantage Loan, the period commencing on (and including) the date hereof (the “Start Date”) and ending on (but excluding) the date which numerically corresponds to such date one (1) month later, and thereafter, each one (1) month period ending on the day of such month that numerically corresponds to the Start Date.  If an LA Interest Period is to end in a month for which there is no day which numerically corresponds to the Start Date, the LA Interest Period will end on the last day of such month.  Notwithstanding the date of commencement of any LA Interest Period, interest shall only begin to accrue as of the date the initial LIBOR Advantage Loan is made hereunder.

“LA Margin” means one and one-half of one percent (1.50%) per annum.

“Law” shall mean any law (including common law), constitution, statute, treaty, regulation, rule, ordinance, order, injunction, writ, decree or award of any Official Body.

“Lease Obligation” shall mean an obligation of a lessee under a lease of any tangible or intangible property (whether real, personal or mixed) including, without limitation, with respect to any period under any such lease, the aggregate amounts payable by such lessee to or on behalf of the lessor for such period, including, without limitation, property taxes, insurance, interest and amortized charges which such lessee is required to pay pursuant to such lease.  Whenever it is necessary to determine the amount of Lease Obligations for any period with respect to which any of the rentals under the relevant lease are not definitely determinable by the terms of the lease, all such rentals will be estimated in a reasonable amount for such period.

“LIBOR Advantage Applicable Rate” shall mean that as set forth in Section 2.02(a) hereof.

“LIBOR Advantage Loan” shall mean the Loan for the period(s) when the rate of interest applicable to such Loan is calculated by reference to the LIBOR Advantage Rate in the manner set forth herein.

“LIBOR Advantage Rate” means, relative to any LA Interest Period, the offered rate for delivery in two (2) London Banking Days of deposits of U.S. Dollars for a term

8

coextensive with the LA Interest Period which the British Bankers’ Association fixes as its LIBOR rate as of 11:00 a.m. London time on the day on which such LA Interest Period commences.  If the first day of any LA Interest Period is not a day which is both a (i) Business Day, and (ii) a London Banking Day, the LIBOR Advantage Rate shall be determined by reference to the next preceding day which is both a Business Day and a London Banking Day.  If for any reason the LIBOR Advantage Rate is unavailable and/or the Bank is unable to determine the LIBOR Advantage Rate for any LA Interest Period, the Bank may, at its discretion, either: (a) select a replacement index based on the arithmetic mean of the quotations, if any, of the interbank offered rate by first class banks in London or New York with comparable maturities or (b) accrue interest at a rate equal to the Prime Rate as of the first day of any LA Interest Period for which the LIBOR Advantage Rate is unavailable or cannot be determined.

“LIBOR Breakage Fee” shall that as set forth in Section 2.07(a) hereof.

“LIBOR Interest Period” shall mean, initially, the period beginning on (and including) the date on which such LIBOR Rate Loan is made or continued as, or converted into, a LIBOR Rate Loan pursuant to Section 2.01 (d) or Section 2.02 and ending on (but excluding) the day which numerically corresponds to such date one (1) month thereafter (or, if such month has no numerically corresponding day, on the last Business Day of such month), in each case as the Borrower may select in its notice pursuant to Section 2.01 (d) or Section 2.02; and (ii) thereafter, each period commencing on the last day of the next preceding LIBOR Interest Period applicable to such LIBOR Rate Loan and ending one (1) month thereafter, in each case as selected by the Borrower by irrevocable notice to the Bank pursuant to Section 2.01(d) or Section 2.02; provided, however, that:

(a)at no time may there be more than four (4) LIBOR Interest Periods in effect with respect to Loans that are LIBOR Rate Loans;

(b)LIBOR Interest Periods for LIBOR Rate Loans in connection with which the Borrower has or may incur Hedging Obligations with the Bank shall be of the same duration as the relevant period set under the applicable Hedging Contract;

(c)if such LIBOR Interest Period would otherwise end on a day which is not a Business Day, such LIBOR Interest Period shall end on the next following Business Day unless such day falls in the next calendar month, in which case such LIBOR Interest Period shall end on the first preceding Business Day; and

(d)no LIBOR Interest Period may end later than the termination of this Agreement.

“LIBOR Rate Applicable Rate” shall mean that as set forth in Section 2.02(a) hereof.

“LIBOR Rate Loan” shall mean the Loan for the period(s) when the rate of interest applicable to the Loan is calculated by reference to the LIBOR Rate in the manner set forth herein.

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“LIBOR Rate Margin” shall mean three and one-half of one percent (3.50%) per annum.

“LIBOR Rate” shall mean, relative to any LIBOR Interest Period for a LIBOR Rate Loan, the offered rate for deposits of U.S. Dollars in an amount approximately equal to the amount of the LIBOR Rate Loan for a one (1) month period which the British Bankers’ Association fixes as its LIBOR rate as of 11:00 a.m. London time on the day which is two (2) London Banking Days prior to the beginning of such LIBOR Interest Period.  If the Bank cannot determine such offered rate by the British Bankers’ Association, the Bank may, in its discretion, select a replacement index based on the arithmetic mean of the quotations, if any, of the interbank offered rate by first class banks in London or New York for deposits in comparable amounts and maturities.

“LIBOR Reserve Percentage” shall mean, relative to any day of any LIBOR Interest Period, the maximum aggregate (without duplication) of the rates (expressed as a decimal fraction) of reserve requirements (including all basic, emergency, supplemental, marginal and other reserves and taking into account any transitional adjustments or other scheduled changes in reserve requirements) under any regulations of the Board of Governors of the Federal Reserve System (the “Board”) or other governmental authority having jurisdiction with respect thereto as issued from time to time and then applicable to assets or liabilities consisting of “Eurocurrency Liabilities”, as currently defined in Regulation D of the Board, having a term approximately equal or comparable to such LIBOR Interest Period.

“Lien” shall mean any mortgage, deed of trust, pledge, lien, security interest, charge or other encumbrance or security arrangement of any nature including, but not limited to, any conditional sale or title retention arrangement, and any assignment, deposit arrangement or lease intended as, or having the effect of, security for Indebtedness.

“Loan” or “Loans” shall mean, singularly or collectively, as the context may require, the Term Loan and any other credit extended to the Borrower by the Bank in accordance with Article II hereof.

“Loan Account” shall mean that as set forth in Section 2.13 hereof.

“Loan Document” or “Loan Documents” shall mean, singularly or collectively as the context may require, (i) this Agreement, (ii) the Notes, (iii) the Notice of Waiver of Rights, (iv) the Security Agreement, (v) the UCC financing statements filed in accordance with the Security Agreement and any and all other documents, instruments, certificates and agreements executed and delivered in connection with this Agreement, as any of them may be amended, modified, extended or supplemented from time to time.

“London Banking Day” shall mean a day on which dealings in U.S. dollar deposits are transacted in the London interbank market.

“Material Adverse Change” shall have the meaning set forth in the Existing First Lien Credit Agreement as it exists on the Closing Date.

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“Material Subsidiary” shall have the meaning set forth in the Existing First Lien Credit Agreement as it exists on the Closing Date.

“Maximum Rate” shall mean that as set forth in Section 2.02(c) hereof.

“Multiemployer Plan” shall have the meaning set forth in the Existing First Lien Credit Agreement as it exists on the Closing Date.

“Note” or “Notes” shall mean, singularly or collectively, as the context may require, the Term Note and any other note or notes of the Borrower executed and delivered pursuant to this Agreement, together with all extensions, renewals, refinancings or refundings in whole or in part, as amended, modified or supplemented from time to time.

“Notice of Waiver of Rights” shall mean the Notice of Waiver of Rights Regarding Warrants of Attorney, Execution Rights and Waiver of Rights to Prior Notice and Judicial Hearing, dated of even date herewith, made by the Borrower to the Bank, as amended, modified or supplemented from time to time.

“Notices” shall mean that as set forth in 8.04 hereof.

“Office” shall mean the Bank’s designated office located at 525 William Perm Place, Pittsburgh, Pennsylvania 15219-1729 or such other office of the Bank as the Bank may designate in writing from time to time.

“Official Body” shall mean any government or political subdivision or any agency, authority, bureau, central bank, board, commission, department or instrumentality of either, or any court, tribunal, grand jury or arbitrator, in each case whether foreign or domestic.

“Operating Lease” shall have the meaning set forth in the Existing First Lien Credit Agreement as it exists on the Closing Date.

“PBGC” shall mean the Pension Benefit Guaranty Corporation established pursuant to Title IV of ERISA.

“Permitted Acquisition” shall have the meaning set forth in the Existing First Lien Credit Agreement as it exists on the Closing Date.

“Permitted Businesses” shall have the meaning set forth in the Existing First Lien Credit Agreement as it exists on the Closing Date.

“Permitted Joint Venture” shall have the meaning set forth in the Existing First Lien Credit Agreement as it exists on the Closing Date.

“Permitted Liens” shall have the meaning set forth in the Existing First Lien Credit Agreement as it exists on the Closing Date; provided that with respect to any item of Collateral, Permitted Liens shall not include Liens in favor of the Agent under the Existing Credit Agreement.

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“Person” shall mean an individual, corporation, limited liability company, partnership, joint venture, trust, or unincorporated organization or government or agency or political subdivision thereof.

“Plan” shall mean any deferred compensation program, including both single and multi-employer plans, subject to Title IV of ERISA and established and maintained for employees, officers or directors of the Borrower or any of its Subsidiaries or any ERISA Affiliate.

“Potential Default” shall mean any event or condition which with notice, passage of time or determination by the Bank, or any combination of the foregoing, would constitute an Event of Default.

“Pre-Qualification Line” shall have the meaning set forth in the Existing First Lien Credit Agreement as it exists on the Closing Date.

“Prime Rate Loan” shall mean any Loan for the period(s) when the rate of interest applicable to such Loan is calculated by reference to the Prime Rate.

“Prime Rate” shall mean a rate per annum equal to the rate of interest announced by the Bank in Pittsburgh, Pennsylvania, from time to time as its “Prime Rate”.  The Borrower acknowledges that the Bank may make loans to its customers above, at or below the Prime Rate.

“Prime Rate Applicable Rate” shall mean that as set forth in Section 2.02(a) hereof.

“Prime Rate Margin” shall mean three and one-half of one percent (3.50%) per annum.

“Product Group” shall have the meaning set forth in the Existing First Lien Credit Agreement as it exists on the Closing Date.

“Prohibited Transaction” shall mean any transaction which is prohibited under Section 4975 of the Code or Section 406 of ERISA and not exempt under Section 4975 of the Code or Section 408 of ERISA.

“Property” or “Properties” shall mean, singularly or collectively as the context may require, all real property both owned and leased of the Borrower.

“Purchase Money Security Interest” shall mean Liens upon tangible personal property securing Indebtedness to the Borrower or deferred payments by the Borrower for the purchase of such tangible personal property.

“Regulated Substances” shall mean, without limitation, any and all chemicals, pollutants, contaminants, toxic or hazardous wastes or any other substances that might pose a hazard to health or safety or the environment, the removal of which may be required or the generation, manufacture, refining, production, processing, treatment, storage, handling, transportation, transfer, use, disposal, release, discharge, spillage, seepage or filtration of which

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is or shall be restricted, prohibited or penalized by any Environmental Law (including, without limitation, petroleum products, asbestos, urea formaldehyde foam insulation, lead based paint and polychlorinated biphenyls and substances defined as Hazardous Substances under CERCLA).

“Release” shall have the meaning set forth in the Existing First Lien Credit Agreement as it exists on the Closing Date.

“Release Letters” shall mean, collectively, that certain: (i) Release Letter, made by the Agent for the benefit of the Borrower with respect to the Collateral in connection with the Existing First Lien Credit Agreement; and (ii) Release Letter, made by the Agent for the benefit of the Borrower with respect to the Collateral in connection with the Existing Second Lien Credit Agreement, as each exists on the Closing Date.

“Remedial Action” shall have the meaning set forth in the Existing First Lien Credit Agreement as it exists on the Closing Date.

“Reportable Event” shall mean any of the events set forth in Section 4043 (b) of ERISA or the regulations thereunder, except any such event as to which the provision for thirty (30) days notice to the PBGC is waived under applicable regulations.

“Required Deductions” shall mean as set forth in Section 2.05 hereof.

“Security Agreement” shall mean the Security Agreement, dated of even date herewith, by and between the Borrower and the Bank, as amended, modified or supplemented from time to time.

“Solvent” shall have the meaning set forth in the Existing First Lien Credit Agreement as it exists on the Closing Date.

“Stabler Indebtedness” shall have the meaning set forth in the Existing First Lien Credit Agreement as it exists on the Closing Date.

“Subsidiary” shall have the meaning set forth in the Existing First Lien Credit Agreement as it exists on the Closing Date.

“Surety Lien” shall have the meaning set forth in the Existing First Lien Credit Agreement as it exists on the Closing Date.

“Synthetic Lease” shall have the meaning set forth in the Existing First Lien Credit Agreement as it exists on the Closing Date.

“Term Loan” shall mean that as set forth in Section 2.01(a) hereof.

“Term Note” shall mean, singularly or collectively, as the context may require, the Term Note of the Borrower, executed and delivered pursuant to Section 2.01(c) of this Agreement, together with all extensions, renewals, refinancings or refundings, in whole or in part, as such Term Note may be amended, modified or supplemented from time to time.

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“Termination” shall mean that as set forth in the introductory paragraph to Section 1.01 hereof.

“Termination Event” shall mean (i) a Reportable Event, (ii) the termination of a single employer Plan or the treatment of a single employer Plan amendment as the termination of such Plan under Section 4041 of ERISA, or the filing of a notice of intent to terminate a single employer Plan, or (iii) the institution of proceedings to terminate a single employer Plan by the PBGC under Section 4042 of ERISA, or (iv) the appointment of a trustee to administer any single employer Plan.

“UCC” shall mean the Uniform Commercial Code or other similar Law as in effect on the date of this Agreement and as amended from time to time, of the Official Body having jurisdiction with respect to all or any portion of the collateral granted or assigned to the Bank from time to time under or in connection with this Agreement.

“USA Patriot Act” shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, as the same has been or shall hereafter be renewed, extended, amended or replaced.

“Withdrawal Liability” shall have the meaning set forth in the Existing First Lien Credit Agreement as it exists on the Closing Date.

1.02.Construction and Interpretation.

(a)Construction.  Unless the context of this Agreement otherwise clearly requires, references to the plural include the singular, the singular the plural, the part the whole and “or” has the inclusive meaning represented by the phrase “and/or”.  References in this Agreement to “judgments” of the Bank include good faith estimates by the Bank (in the case of quantitative judgments) and good faith beliefs by the Bank (in the case of qualitative judgments).  The definition of any document or instrument includes all schedules, attachments and exhibits thereto and all renewals, extensions, supplements, restatements and amendments thereof. “Hereunder”, “herein”, “hereto”, “hereof, “this Agreement” and words of similar import refer to this entire document; “including” is used by way of illustration and not by way of limitation unless the context clearly indicates to the contrary; and any action required to be taken by the Borrower is to be taken promptly, unless the context clearly indicates to the contrary.

(b)Bank’s Discretion and Consent.  Whenever the Bank is granted the right herein to act in its sole discretion or to grant or withhold consent, such right shall be exercised in good faith.

(c)Accounting Principles.  Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principals of consolidation, where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 5.15 (and all defined terms used in the definition of any accounting terms used in Section 5.15) shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used

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in preparing the annual Consolidated financial statements of the Borrower and its Subsidiaries referred to in Section 3.09.  In the event of any change after the date hereof in GAAP, and if such change would result in the inability to determine compliance with the financial covenants set forth in Section 5.15 based upon the Borrower’s regularly prepared financial statements by reason of the preceding sentence, then the parties hereto agree to endeavor, in good faith, to agree upon an amendment to this Agreement that would adjust such financial covenants in a manner that would not affect the substance thereof, but would allow compliance therewith to be determined in accordance with the Borrower’s financial statements at that time.

ARTICLE II

THE CREDIT FACILITIES

2.01.Term Loan.

(a)Term Loan.  Subject to the terms and conditions and relying upon the representations and warranties set forth in this Agreement, the Notes and the other Loan Documents, the Bank agrees to make a term loan (the “Term Loan”) to the Borrower on the Closing Date in the original principal amount of Eight Million Four Hundred Fifty Thousand Seven Hundred Fifty-Two and 48/100 Dollars ($8,450,752.48).

(b)Nature of the Loan.  Upon repayment of any amount of principal or interest on the Term Loan by the Borrower, the Borrower may not reborrow hereunder.

(c)Term Note.  The obligation of the Borrower to repay the unpaid principal amount of the Term Loan made to the Borrower by the Bank and to pay interest on the unpaid principal amount thereof shall be evidenced by the Term Note of the Borrower, dated the Closing Date, in substantially the form attached as Exhibit “A” to this Agreement, with the blanks appropriately filled.  The executed Term Note shall be delivered by the Borrower to the Bank on the Closing Date.

(d)Making The Term Loan and The Term Loan Rate Options.

(i)On or before 10:00 a.m. (Pittsburgh, Pennsylvania time) on not less than the third (3rd) nor more than the fifth (5th) Business Day prior to the Closing Date, an Authorized Representative of the Borrower shall advise the Bank of the portion of the Term Loan, if any, which shall be made as a Libor Rate Loan(s) and the Interest Period(s) with respect thereto; provided, however, that such Libor Rate Loan(s) shall only be made in such amount(s) greater than or equal to One Hundred Thousand and 00/100 Dollars ($100,000.00) and, provided further, that any amounts in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00) may only be in increments of One Hundred Thousand and 00/100 Dollars ($100,000.00).  After the Closing Date, the Borrower may, subject to the terms and conditions of this Agreement, convert all or a portion of the Term Loan which is a Libor Rate Loan(s) into either a Prime Rate Loan or a Libor Advantage Rate Loan as set forth in Section 2.02(d)(ii).  Any portion of the Term Loan that is converted from either a Prime Rate Loan or a Libor Advantage Rate Loan into a Libor Rate Loan shall be converted, and shall begin to accrue interest with reference to the Libor Rate, on such Business Day, in such amount (greater than or equal to One Hundred

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Thousand and 00/100 Dollars ($100,000.00) provided, however, that any amount in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00) may only be in increments of One Hundred Thousand and 00/100 Dollars ($100,000.00)), and with such an Interest Period as an Authorized Representative of the Borrower shall request by written notice received by the Bank no later than 10:00 a.m. (Pittsburgh, Pennsylvania time) on not less than the third (3rd) nor more than the fifth (5th) Business Day prior to the requested date of conversion into such Libor Rate Loan.  In addition, in the event that the Borrower desires to renew the portion of the Term Loan that is a Libor Rate Loan for an additional Interest Period, an Authorized Representative of the Borrower shall provide the Bank with written notice thereof on or before 10:00 a.m. (Pittsburgh, Pennsylvania time) on not less than the third (3(1) ) nor more than the fifth (5th) Business Day prior to the expiration of the applicable Interest Period.  In the event that the Borrower fails to provide the Bank with the required written notice prior to 10:00 a.m. (Pittsburgh, Pennsylvania time) on not less than the third (3 rd) nor more than the fifth (5th) Business Day prior to the expiration of the applicable Interest Period for a Libor Rate Loan, the Borrower shall be deemed to have given notice that such portion of the Term Loan shall be converted into a Libor Advantage Rate Loan on the last day of the applicable Interest Period.  Each written notice of any Libor Rate Loan shall be irrevocable and binding on the Borrower and the Borrower shall indemnify the Bank against any loss or expense incurred by the Bank as a result of any failure by the Borrower to consummate such transaction.

(ii)On the Closing Date and until conversion, if any, pursuant to the terms and conditions of this Agreement, the portion of the Term Loan that is not a Libor Rate Loan shall be either a Prime Rate Loan or a Libor Advantage Rate Loan, as an Authorized Representative of the Borrower shall request by written notice received by the Bank no later than 10:00 a.m. (Pittsburgh, Pennsylvania time) on the Business Day prior to the Closing Date.  After the Closing Date, the Borrower shall have the option, subject to the terms and conditions of this Agreement, to (i) convert a portion of the Term Loan that is either a Prime Rate Loan or a Libor Advantage Rate Loan into a Libor Rate Loan as set forth in Section 2.02(d)(i), (ii) convert a portion of the Term Loan that is a Prime Rate Loan into a Libor Advantage Rate Loan as set forth in this Section 2.02(d)(ii) or (iii) convert a portion of the Term Loan that is a Libor Advantage Rate Loan into a Prime Rate Loan as set forth in this Section 2.02(d)(ii).  Any portion of the Term Loan that is converted from (i) a Libor Rate Loan into a Prime Rate Loan, (ii) a Libor Rate Loan into a Libor Advantage Rate Loan, (iii) a Prime Rate Loan into a Libor Advantage Rate Loan or (iv) a Libor Advantage Rate Loan into a Prime Rate Loan, shall be converted, and shall begin to accrue interest with reference to the Prime Rate or the Libor Advantage Rate, as applicable, on such Business Day and in such amount as an Authorized Representative of the Borrower shall request by written notice received by the Bank no later than 10:00 a.m. (Pittsburgh, Pennsylvania time) on the Business Day of the requested conversion of such portion of the Term Loan into a Prime Rate Loan or Libor Advantage Rate Loan, as applicable.

(e)Payments of Principal and Maturity.  Commencing on November 1, 2009 and continuing on the first (1st) day of each successive month thereafter, through and including the Expiration Date, the Borrower shall make equal consecutive monthly payments of principal, each in an amount equal to Two Hundred Thirty-Three Thousand Nine Hundred Nine and 79/100 Dollars ($233,909.79).  All remaining unpaid principal, accrued interest and all other sums and costs incurred by the Bank pursuant to this Agreement with respect to the Term Loan

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shall be immediately due and payable on the Expiration Date without notice, presentment or demand of any kind without notice, presentment or demand of any kind.

2.02.Interest Rates.

(a)Interest on the Loans.  Subject to the terms and conditions of this Agreement, the aggregate outstanding principal amount of the Loans, as applicable, when classified as: (i) LIBOR Rate Loans, shall accrue during each LIBOR Interest Period at a rate per annum equal to the sum of the Adjusted LIBOR Rate for such LIBOR Interest Period plus the LIBOR Rate Margin (the “LIBOR Rate Applicable Rate”); (ii) LIBOR Advantage Loans, shall accrue during each LA Interest Period at a rate per annum equal to the sum of the LIBOR Advantage Rate for such LA Interest Period plus the LA Margin (the “LIBOR Advantage Applicable Rate”); or (iii) Prime Rate Loans, shall accrue at a rate per annum equal to the Prime Rate plus the Prime Rate Margin (the “Prime Rate Applicable Rate”).

(b)Calculation of Interest and Fees; Adjustment to Prime Rate.  Interest on Loans, unpaid fees and other sums payable hereunder shall be computed on the basis of a year of three hundred sixty (360) days and paid for the actual number of days elapsed.  In the event of any change in the Prime Rate, the rate of interest applicable to each Prime Rate Loan shall be adjusted to immediately correspond with such change; except any interest rate charged hereunder shall not exceed the Maximum Rate.

(c)Interest After Maturity or Default; Interest Laws.  Upon the occurrence and during the continuance of an Event of Default and after the expiration of the applicable cure period with respect thereto, if any, (i) the unpaid principal amount of the Loans or any portion thereof, accrued interest thereon, any fees or any other sums payable hereunder shall thereafter until paid in full bear interest at a rate per annum equal to four percent (4.00%) in excess of the Applicable Rate then in effect; (ii) each Loan that is a LIBOR Rate Loan or LIBOR Advantage Loan shall automatically convert into a Prime Rate Loan at the end of the applicable LIBOR Interest Period or LA Interest Period, as the case may be; and (iii) except as set forth in clauses (ii) and (iii) above, no Loans may be made as, continued as, or converted into a LIBOR Rate Loan or a LIBOR Advantage Loan.  Notwithstanding any provisions to the contrary contained in this Agreement or any other Loan Document, the Borrower shall not be required to pay, and the Bank shall not be permitted to collect, any amount of interest in excess of the maximum amount of interest permitted by applicable Law (“Excess Interest”).  If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Agreement or in any other Loan Document, then, in such event: (a) the provisions of this Section 2.02 shall govern and control; (b) the Borrower shall not be obligated to pay any Excess Interest; (c) any Excess Interest that the Bank may have received hereunder shall be, at the Bank’s option, (i) applied as a credit against the outstanding principal balance of the Debt or accrued and unpaid interest (not to exceed the maximum amount permitted by Law), (ii) refunded to the payor thereof, or (iii) any combination of the foregoing; (d) the interest rate(s) provided for herein shall be automatically reduced to the maximum lawful rate allowed from time to time under applicable Law (the “Maximum Rate”), and this Agreement and the other Loan Documents shall be deemed to have been and shall be, reformed and modified to reflect such reduction; and (e) the Borrower shall have no action against the Bank for any damages arising out of the payment or collection of any Excess Interest.  Notwithstanding the foregoing, if for any period of time interest on any of

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the Debt is calculated at the Maximum Rate rather than the Applicable Rate under this Agreement, and thereafter such Applicable Rate becomes less than the Maximum Rate, the rate of interest payable on the Debt shall remain at the Maximum Rate until the Bank shall have received the amount of interest which the Bank would have received during such period on the Debt had the rate of interest not been limited to the Maximum Rate during such period.

2.03.Interest Payments.

The Borrower shall pay to the Bank interest on the aggregate outstanding balance of the Loans that are Prime Rate Loans in arrears on the first (1st) day of November, 2009 and on the first (1st) day of each successive calendar month thereafter through and including the Expiration Date.  The Borrower shall pay to the Bank interest on the aggregate unpaid principal balance of the Loans that are Libor Advantage Rate Loans in arrears on the Libor Advantage Interest Payment Date for each such Libor Advantage Rate Loan.  The Borrower shall pay to the Bank interest on the aggregate unpaid principal balance of the Loans that are Libor Rate Loans on the Interest Payment Date for each such Libor Rate Loan.

2.04.Fees.

The Borrower shall pay to the Bank a non-refundable origination fee with respect to the Loans on the Closing Date in the amount of Two Thousand and 00/100 Dollars ($2,000.00).  Such origination fee shall have been fully earned by the Bank by its commitment to make the Term Loan and shall not be subject to reduction or refund for any reason whatsoever.

2.05.Late Charge.

Upon the occurrence of an Event of Default with respect to the payment of any installment of interest or principal on the Notes which continues for more than fifteen (15) days after the said installment becomes due, in addition to making payment of the installment due and any interest thereon at the interest rates provided in Section 2.02(c) hereof, the Borrower shall pay to the Bank upon demand a late charge in an amount equal to five percent (5.0%) of any such overdue installment.

2.06.Payments.

All payments to be made in respect of principal, interest, fees or other amounts due from the Borrower under this Agreement or under the Notes are payable by 12:00 noon (New York City time), on the day when due, without presentment, demand, protest or notice of any kind, all of which are expressly waived, and an action for the payments will accrue immediately.  All such payments must be made to the Bank at its Office in U.S. Dollars and in funds immediately available at such Office, without setoff, counterclaim or other deduction of any nature.  The Bank may in its discretion deduct such payments from the Borrower’s demand or deposit accounts with the Bank on the due date; provided, however, that Bank shall provide notice to the Borrower of any such deduction promptly after such deduction.  All such payments shall be applied at the option of the Bank to accrued and unpaid interest, outstanding principal and other sums due under this Agreement in such order as the Bank, in their sole discretion, shall elect.  All such payments shall be made absolutely net of, without deduction or offset, and altogether free and clear of any and all present and future taxes, levies, deductions, charges and

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withholdings and all liabilities with respect thereto, excluding income and franchise taxes imposed on the Bank under the Laws of the United States or any state or political subdivision thereof.  If the Borrower is compelled by Law to deduct any such taxes or levies (other than such excluded taxes) or to make any such other deductions, charges, or withholdings (collectively, the “Required Deductions”), the Borrower will pay to the Bank an additional amount equal to the sum of (i) the aggregate amount of all Required Deductions and (ii) the aggregate amount of United States, federal or state income taxes required to be paid by the Bank in respect of the Required Deductions.

2.07.Optional Prepayments.

(a)Prepayment of LIBOR Rate Loans.  LIBOR Rate Loans may be prepaid pursuant to the following terms and conditions and the terms and conditions set forth in Section 2.09, Section 2.10 and Section 2.11 hereof.  If the Borrower has or may incur Hedging Obligations in connection with the Loans, additional obligations may be associated with prepayment in accordance with the terms and conditions of the applicable Hedging Contract.  The Borrower shall give the Bank, no later than 10:00 a.m. (Pittsburgh, Pennsylvania time), at least four (4) Business Days notice of any proposed prepayment of any LIBOR Rate Loan, specifying the proposed date of payment of such LIBOR Rate Loan, and the principal amount to be paid.  Each partial prepayment of the principal amount of the applicable LIBOR Rate Loan shall be in an integral multiple of One Hundred Thousand and 00/100 Dollars ($100,000.00) and accompanied by the payment of all charges outstanding on such LIBOR Rate Loan (including the LIBOR Breakage Fee) and of all accrued interest on the principal repaid to the date of payment.  The Borrower acknowledges that prepayment or acceleration of a LIBOR Rate Loan during a LIBOR Interest Period shall result in the Bank incurring additional costs, expenses and/or liabilities and that it is extremely difficult and impractical to ascertain the extent of such costs, expenses and/or liabilities.  Therefore, all full or partial prepayments of any LIBOR Rate Loan shall be accompanied by, and the Borrower hereby promises to pay, on each date any LIBOR Rate Loan is prepaid or the date all sums payable hereunder become due and payable, by acceleration or otherwise, in addition to all other sums then owing, an amount (the “LIBOR Breakage Fee”) as calculated by the Bank, equal to the amount of any losses, expenses and liabilities (including without limitation any loss of margin and anticipated profits) that the Bank may sustain as a result of such default or payment.  A certificate as to the amount of the LIBOR Breakage Fee submitted by the Bank to the Borrower in good faith shall be conclusive and binding for all purposes, absent manifest error.

In addition to the LIBOR Breakage Fee, the Borrower agrees to reimburse the Bank (without duplication) for any increase in the cost to the Bank, or reduction in the amount of any sum receivable by the Bank, in respect, or as a result of any conversion or repayment or prepayment of the principal amount of the applicable LIBOR Rate Loan on a date other than the scheduled last day of such LIBOR Rate Loan’s LIBOR Interest Period, whether pursuant to this Section 2.07, Section 2.09, Section 2.10, Section 2.11 or otherwise.

The Bank shall promptly notify the Borrower in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Bank for such increased cost or reduced amount.  Such additional amounts shall be payable by the Borrower to the Bank within five (5) days of its

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receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrower.  The Borrower understands, agrees and acknowledges the following: (1) the Bank does not have any obligation to purchase, sell and/or match funds in connection with the use of the LIBOR Rate as a basis for calculating the rate of interest on any LIBOR Rate Loan, (2) the LIBOR Rate may be used merely as a reference in determining such rate, and (3) the Borrower has accepted the LIBOR Rate as a reasonable and fair basis for calculating such rate, the LIBOR Breakage Fee, and other funding losses incurred by the Bank.  The Borrower further agrees to pay the LIBOR Breakage Fee and other funding losses, if any, whether or not the Bank elects to purchase, sell and/or match funds.

(b)Prepayment of LIBOR Advantage Loans and Prime Rate Loans.  The Borrower shall have the right to prepay any LIBOR Advantage Loan or Prime Rate Loan, in whole or in part, on any date during the term of this Agreement; provided, however, the Borrower shall pay to the Bank all interest accrued on the amount of the principal balance of the LIBOR Advantage Loan or Prime Rate Loan to be prepaid to the date of such prepayment, and all other fees, costs and charges required to be paid by the Borrower to and for the benefit of the Bank.

Any partial prepayment shall be applied to any installments due on the applicable Term Loan in the inverse order of their respective due dates.

2.08.Booking of LIBOR Rate Loans.

The Bank may make, carry or transfer LIBOR Rate Loans at, to or for the account of, any of its branch offices or the office of an affiliate of the Bank; provided, however, that no such action shall result in increased liability or cost to the Borrower, including any liability or cost pursuant to Section 2.09, Section 2.10 or Section 2.11 hereof.

2.09.Increased Costs.

If, on or after the Closing Date, the adoption of any applicable Law or other rule, regulation or guideline (whether or not having the force of law), or any change therein, or any change in the interpretation or administration thereof by any Official Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:

(i)shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System of the United States) against assets of, deposits with or for the account of, or credit extended by, the Bank or shall impose on the Bank or on the London interbank market any other condition affecting any Loan or its obligation to make any Loan; or

(ii)shall impose on the Bank any other condition affecting any Loan or its obligation to make any Loan,

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and the result of any of the foregoing is to increase the cost to the Bank of making or maintaining any such Loan, or to reduce the amount of any sum received or receivable by the Bank under this Agreement with respect thereto, by an amount deemed by the Bank to be material, then, within five (5) Business Days after demand by the Bank, the Borrower shall pay to the Bank such additional amount or amounts as will compensate the Bank for such increased cost or reduction.

2.10.Increased Capital Costs.

If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any Law or other regulation, directive, guideline, decision or request (whether or not having the force of law) of any court, central bank, regulator or other Official Body affects or would affect the amount of capital required or expected to be maintained by the Bank, or Person controlling the Bank, and the Bank determines (in its sole and absolute discretion) that the rate of return on its or such controlling Person’s capital as a consequence of its commitments or the Loan made by the Bank is reduced to a level below that which the Bank or such controlling Person could have achieved but for the occurrence of any such circumstance, then, in any such case upon notice from time to time by the Bank to the Borrower, the Borrower shall immediately pay directly to the Bank additional amounts sufficient to compensate the Bank or such controlling Person for such reduction in rate of return.  A statement of the Bank as to any such additional amount or amounts (including calculations thereof in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the Borrower.  In determining such amount, the Bank may use any method of averaging and attribution that it (in its sole and absolute discretion) shall deem applicable.

2.11.Illegality; Impracticability.

(a)If the Bank shall determine (which determination shall, upon notice thereof to the Borrower be conclusive and binding on the Borrower) that the introduction of or any change in or in the interpretation of any Law or other rule, regulation or guideline of any central bank or other Official Body (whether or not having the force of law) makes it unlawful, or any central bank or other Official Body asserts that it is unlawful, for the Bank to make, continue or maintain any LIBOR Rate Loan as, or to convert any Loan into, a LIBOR Rate Loan of a certain duration, the obligations of the Bank to make, continue, maintain or convert into any such LIBOR Rate Loans shall, upon such determination, forthwith be suspended until the Bank shall notify the Borrower that the circumstances causing such suspension no longer exist, and all Loans that are LIBOR Rate Loans of such type shall automatically convert into Prime Rate Loans at the end of the then current LIBOR Interest Periods with respect thereto or sooner, in each case, if required by such Law or assertion.

(b)With respect to the Term Loan and in the event that any Borrower shall have requested a LIBOR Rate Loan in accordance with Section 2.01(d) hereof and the Bank, in its sole discretion, shall have determined that U.S. dollar deposits in the relevant amount and for the relevant LIBOR Interest Period are not available to the Bank in the London interbank market; or by reason of circumstances affecting the Bank in the London interbank market, adequate and reasonable means do not exist for ascertaining the LIBOR Rate applicable to the relevant LIBOR Interest Period; or the LIBOR Rate no longer adequately and fairly reflects the Bank’s cost of

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funding loans; upon notice from the Bank to the Borrower, the obligations of the Bank under Section 2.01 (d) and with respect to the Term Loan to make or continue any Loans as, or to convert any Loans into, LIBOR Rate Loans of such duration shall forthwith be suspended until the Bank shall notify the Borrower that the circumstances causing such suspension no longer exist.

2.12.Loss of Margin.

In the event that any Law or the interpretation or application thereof by any Official Body or the compliance with any guideline or request of any central bank or other Official Body (whether or not having the force of Law):

(a)subjects the Bank to any tax with respect to any amounts payable under this Agreement or the other Loan Documents by the Borrower or otherwise with respect to the transactions contemplated under this Agreement or the other Loan Documents (except for taxes on the overall net income of the Bank imposed by the United States of America or any political subdivision thereof), or

(b)imposes, modifies or deems applicable any deposit insurance, reserve, special deposit, capital maintenance or similar requirement against assets held by, or deposits in or for the account of, or Loans or advances or commitment to make Loans or advances by the Bank, or

(c)imposes upon the Bank any other condition with respect to any Loan made under this Agreement,

(d)and the result of any of the foregoing is to materially increase the costs of the Bank, reduce the income receivable by or return on equity of the Bank or impose any material expense upon the Bank with respect to any Loan under this Agreement, the Bank shall so notify the Borrower in writing.  The Borrower agrees to pay to the Bank the actual amount of such increase in cost, reduction in income, reduced return on equity or additional expense within thirty (30) days after presentation by the Bank of a statement concerning such increase in cost, reduction in income, reduced return on equity or additional expense.  Such statement shall set forth a brief explanation of the amount and the calculation of the amount, which statement shall be conclusively deemed correct absent manifest error.  If the amount set forth in such statement is not paid within five (5) days after such presentation of such statement, interest will be payable on the unpaid amount at the rate set forth herein from the due date until paid (before and after judgment).  Notwithstanding anything in this Section 2.07 to the contrary, the obligations of the Borrower pursuant to this Section 2.07 are subject to the following:  (a) the Bank shall not enforce these provisions solely against the Borrower or against a few of the Bank’s customers without in each case generally enforcing these or similar provisions in other contracts (provided that, anything herein to the contrary notwithstanding, the Bank shall not be required to disclose to the Borrower the identity of, or the nature of the Bank’s relationship with, any other of the Bank’s customers) and (b) any charges, costs or compensation charged to the Bank pursuant to such sections must be directly attributable to the Loans.

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2.13.Loan Account.

The Bank shall open and maintain in its books and records, including computer records, in accordance with its customary procedures, a loan account (the “Loan Account”) in the Borrower’s name in which shall be recorded the date and amount of each Loan made by the Bank and the date and amount of each payment and prepayment in respect thereof.  The Bank shall record in the Loan Account the principal amount of the Loans owing to the Bank from time to time.  Except in the case of manifest error in computation, the Loan Account will be conclusive and binding on the Borrower as to the accuracy of the information contained therein.  Failure by the Bank to make any such notation or record shall not affect the obligations of the Borrower to the Bank with respect to the Loans.

2.14.Security.

The Loans shall be secured by the Security Agreement and all UCC-1 financing statements and other similar instruments executed and recorded with respect thereto.

2.15.Financing Statements.

Promptly upon request by the Bank, the Borrower agrees to execute, if applicable, and deliver and file and record and refile and rerecord all financing statements, assignments, notices of security interest, certificates of title, certificates of documentation and such other documents, in such manner, at such time or times and in such place or places as may be required by Law or as may be requested by the Bank in order to cause the Liens granted under the Security Agreement or any other Loan Document to be, at all times valid, perfected and enforceable against the Borrower and all third parties.  The Borrower irrevocably appoints the Bank as its agent and attorney to execute any such instruments described above in its name or, if applicable, to file any such instruments described above without the Borrower’s signature.  The Borrower further agrees that a carbon, photographic or other reproduction of a financing statement or the Security Agreement are sufficient as a financing statement and may be filed as such.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Bank that:

3.01.Organization and Qualification.

The Borrower is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware.  The Borrower is duly qualified or licensed to do business as a foreign corporation and is in good standing in all jurisdictions in which the ownership of its properties or the nature of its activities or both makes such qualification or licensing necessary.  Each Material Subsidiary of the Borrower is duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation or organization, as the case may be, and is duly qualified or licensed to do business as a foreign entity and is in

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good standing in all jurisdictions where the failure to so qualify could result in a Material Adverse Change.

3.02.Authority; Power to Carry on Business; Licenses.

The Borrower has the corporate power and authority to make the borrowings provided for herein, to execute and deliver the Notes in evidence of such borrowings and to grant and convey the security interests contemplated under the Security Agreement and the other Loan Documents and all such corporate action has been duly and validly authorized by all necessary proceedings on the Borrower’s part.  The Borrower and its Subsidiaries have all requisite corporate, partnership or similar power and authority to own and operate their properties and to carry on their businesses as now conducted and as proposed to be conducted.  The Borrower and its Subsidiaries have all material licenses, permits and authorizations, governmental or otherwise, and all rights, priorities and privileges necessary for the conduct of their respective businesses.

3.03.Execution and Binding Effect.

The Loan Documents, when executed and delivered by Borrower, constitute or will constitute the authorized, valid and legally binding obligations of Borrower enforceable in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

3.04.Absence of Conflicts.

The execution and delivery of the Loan Documents, the consummation of the transactions contemplated by the Loan Documents and compliance with the terms and provisions of the Loan Documents, will not:

(a)require any consent or approval, governmental or otherwise, not already obtained,

(b)violate any Law or judgment respecting the Borrower or any of its Subsidiaries,

(c)conflict with, result in a breach of, or constitute a default under, the organizational documents of the Borrower or any of its Subsidiaries, or result in a material breach of, or constitute a material default under, any material indenture, agreement, license or other instrument to which the Borrower or any of its Subsidiaries is a party or by which any of them or their respective properties may be bound, or

(d)result in, or require the creation or imposition of, any Lien upon or with respect to any property now owned or hereafter acquired by the Borrower or any of its Subsidiaries (other than the Liens created by the Security Agreement, the other Loan Documents or as created under the Existing Credit Agreement).

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3.05.Authorizations and Filings.

Assuming the due recording of one or more UCC-1 financing statement with respect to the Collateral delivered in connection herewith, no consent, approval or authorization of any Person, or recording, filing, registration, notice or other similar action with or to any Official Body, is required in order to insure the legality, validity, binding effect or enforceability of any of the Loan Documents.

3.06.Borrower and its Subsidiaries.

As of the Closing Date, the Borrower does not have any Subsidiaries and does not operate all or any portion of its business through any other Persons, other than as disclosed on Schedule 3.06 to this Agreement.  Such Schedule 3.06 also correctly lists as to the Borrower and each of its Subsidiaries on the date of this Agreement:

(i)its name,

(ii)the jurisdiction of its incorporation or formation and the organizational number issued by such jurisdiction, if any.

3.07.Business.

The Borrower and its Subsidiaries are engaged only in Permitted Businesses.

3.08.Title to Property.

The Borrower has good and marketable title in fee simple to all real property purported to be owned by it and good and marketable title to all other property purported to be owned by it, including that reflected in the most recent financial information referred to in Section 3.09 hereof (except as sold or otherwise disposed of in the ordinary course of business or as permitted by Section 6.05), subject only to Permitted Liens.

3.09.Financial Information.

The financial information provided by the Borrower to the Bank as of the Closing Date is accurate and complete and has been prepared in accordance with GAAP consistently applied and present fairly in all material respects the financial position of the Borrower and its Subsidiaries as of the date specified and the results of operations and statements of cash flow for the period specified subject, in the case of quarterly financial statements and monthly financial statements delivered, to usual year-end adjustments and the absence of footnotes.

3.10.Taxes.

All material tax returns required by Law to be filed (including extensions) by the Borrower and its Subsidiaries have been properly prepared, executed and filed.  All taxes, assessments, fees and other governmental charges upon the Borrower and its Subsidiaries or upon any of their properties, income, sales or franchises that are required to be paid have been paid, other than those presently payable without penalty or interest and other than any charge or

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claim being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and for which any reserve or other appropriate provision, if any, as shall be required by GAAP has been made therefore and, if the filing of a bond or other indemnity is necessary to avoid the creation of a Lien against any of the assets of the Borrower or any of its Subsidiaries, such bond has been filed or indemnity posted.

3.11.Contracts.

Neither the Borrower nor any Subsidiary of the Borrower is in default in the performance, observance or fulfillment of any of the material obligations, covenants or conditions contained in any Material Contract.

3.12.Litigation.

Except as described in Schedule 3.12 to this Agreement, there is no pending, contemplated or, to the Borrower’s knowledge, threatened action, suit or proceeding by or before any Official Body against or affecting the Borrower or its Subsidiaries not fully covered by insurance which could reasonably be expected to result in a Material Adverse Change.

3.13.Laws.

Neither the Borrower nor any Subsidiary of the Borrower is in violation of any Law which could reasonably be expected to cause a Material Adverse Change.

3.14.ERISA.

(a)Except as described in Schedule 3.14 to this Agreement, none of the Borrower, any of its Subsidiaries nor any ERISA Affiliate maintains or contributes to any Plan which is an “Employee Pension Benefit Plan” as defined in Section 3(2) of ERISA or other similar employee benefit plan, except as disclosed on Schedule 3.14 attached hereto.  The Borrower has furnished to the Bank a copy of the most recent actuarial report for each Plan that is a defined benefit plan as defined in Section 3(35) of ERISA, that is subject to the minimum funding standards of Part 3 of Subtitle B of Title I of ERISA and a copy of the most recent audited financial statement for each Plan that is a funded employee welfare benefit plan, and each such report or statement is accurate in all material respects.  Except as disclosed on Schedule 3.14 attached hereto, none of the Borrower, any of its Subsidiaries nor any ERISA Affiliate contributes, or has ever been obligated to contribute, to a Multiemployer Plan

(b)Except as specifically set forth on Schedule 3.14: (i) no Plan has engaged in any transaction in connection with which the Borrower, its Subsidiaries or their respective ERISA Affiliates could be subject to either a material civil penalty assessed pursuant to Section 502(i) of ERISA or a material tax penalty imposed pursuant to Section 4975 of the Code; (b) no Plan has been terminated under conditions which resulted or could result in any liability to the PBGC; (c) no liability to the PBGC has been or is expected by the Borrower to be incurred with respect to any Plan maintained by the Borrower or any of its Subsidiaries or ERISA Affiliates except for required premium payments to the PBGC; (d) there has been (i) no Reportable Event with respect to any Employee Pension Plan (except to the extent that the PBGC has waived such reporting requirement with respect to any such event), and (ii) no event or condition which

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presents a material risk of termination of any Plan by the PBGC, in either case involving conditions which could result in any liability to the PBGC or (e) there is no material unfunded benefit liability in respect of any Plan.

3.15.Patents, Licenses, Franchises.

The Borrower and its Subsidiaries own or possess the legal right to use all of the material patents, trademarks, service marks, trade names, copyrights, licenses, franchises and permits and rights with respect to the foregoing necessary for the conduct of their respective businesses as presently conducted or as presently proposed to be conducted, without any known material conflict with the rights of any other Person.

3.16.Environmental Matters.

Except as set forth in Schedule 3.16 attached hereto and made a part hereof:

(a)None of the real property currently or previously owned or occupied by the Borrower or any of its Subsidiaries or their assets has ever been used by previous owners or operators, or has ever been used by the Borrower or any of its Subsidiaries, to treat, produce, store, handle, transfer, process, transport, dispose or otherwise Release any Regulated Substances in violation of any Environmental Law, except where such violations, singly or in the aggregate, could not reasonably be expected to result in an Environmental Material Adverse Change, or so as to create a risk of harm to public or occupant health or safety, or to the environment, that could reasonably be expected to result in an Environmental Material Adverse Change;

(b)Neither the Borrower nor any of its Subsidiaries has been notified of, or has actual knowledge with regard to, a Release on, about or into any real property now or previously owned or occupied by the Borrower or any of its Subsidiaries or their assets except where such Release could not reasonably be expected to result in an Environmental Material Adverse Change;

(c)There is no condition that exists on the real property owned or occupied by the Borrower or any of its Subsidiaries that requires Remedial Action or such as may create a risk of harm to public or occupant health or safety, or to the environment, that could reasonably be expected to result in an Environmental Material Adverse Change;

(d)There are no “friable” (as that term is defined in regulations under the Federal Clean Air Act) asbestos or asbestos-containing materials which have not been encapsulated in accordance with Environmental Law, including accepted guidelines promulgated by the United States Environmental Protection Agency, existing in any real property owned or occupied by the Borrower or any of its Subsidiaries and all of the real property owned or occupied by the Borrower or any of its Subsidiaries have been evaluated for, and are in compliance with Environmental Law, including the OSHA asbestos requirements, except where the foregoing could not reasonably be expected to result in an Environmental Material Adverse Change; and

(e)No equipment containing polychlorinated biphenyls, including electrical transformers, is located on any real property owned or occupied by the Borrower or any of its

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Subsidiaries in levels that exceed those permitted by any and all Official Bodies with jurisdiction over such premises and which are not properly labeled in accordance with Environmental Law except where the foregoing could not reasonably be expected to result in an Environmental Material Adverse Change.

3.17.Use of Proceeds.

The Borrower shall use the proceeds of the Loans to finance the acquisition of various equipment.

3.18.Margin Stock.

The Borrower will not borrow under this Agreement for the purpose of buying or carrying any “margin stock”, as such term is used in Regulation U and related regulations of the Board of Governors of the Federal Reserve System, as amended from time to time.  The Borrower does not own any “margin stock”.  The Borrower is not engaged in the business of extending credit to others for such purpose, and no part of the proceeds of any borrowing under this Agreement will be used to purchase or carry any “margin stock” or to extend credit to others for the purpose of purchasing or carrying any “margin stock”.

3.19.No Event of Default.

No event has occurred and is continuing and no condition exists which constitutes an Event of Default or Potential Default.

3.20.No Material Adverse Change.

Since the date of the most recent financial statements referred to in Section 3.09 hereof, there has been no Material Adverse Change.

3.21.Security Interest.

The security interests in the personal property collateral granted to the Bank pursuant to the Security Agreement (collectively, the “Collateral”) (i) constitute and will continue to constitute a perfected first lien security interest under the UCC (or other applicable Law) entitled to all of the rights, benefits and priorities provided by the UCC and (ii) are and will continue to be superior and prior to the rights of all third parties existing on the date of this Agreement or arising after the date of this Agreement whether by Lien or otherwise, to the full extent provided by Law.  All such action as is necessary or advisable to establish such rights of the Bank has been taken or will be taken at or prior to the time required for such purpose and there will be upon execution and delivery of the Loan Documents no necessity of any further action in order to preserve, protect and continue such rights except the filing of continuation statements within six (6) months prior to each five (5) year anniversary of the filing of UCC-1 financing statements and continued possession or control by the Bank of the Collateral delivered to it.  All filing fees and other expenses in connection with each such action shall be paid by the Borrower and the Bank shall be reimbursed by the Borrower for any such fees and expenses incurred by the Bank.

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3.22.Labor Controversies.

There are no labor controversies pending or, to the best knowledge of the Borrower, threatened, against the Borrower or any Subsidiary of the Borrower which, if adversely determined, would cause a Material Adverse Change.

3.23.Solvency.

The proceeds of the Loans, together with the proceeds of other Indebtedness permitted hereunder, and the cash flow from operations of the Borrower and its Subsidiaries will be sufficient to enable the Borrower and its Subsidiaries to operate their respective businesses as presently conducted or as presently proposed to be conducted.  The Borrower and each of its Subsidiaries is Solvent and will be Solvent after giving effect to the transactions contemplated by this Agreement.

3.24.Governmental Regulation.

Neither the Borrower nor any of its Subsidiaries is an “investment company,” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended.

3.25.Accurate and Complete Disclosure; Representations and Warranties Survive.

Neither this Agreement nor any other document, certificate or instrument delivered to the Agent or the Lenders by or on behalf of the Borrower or any of its Subsidiaries in connection with this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained in this Agreement and in such other documents, certificates or instruments not misleading in light of the circumstances under which such statements were made..  The representations and warranties set forth herein are to survive the delivery of the Loan Documents and the making of the Loans hereunder.

3.26.Anti-Terrorism Laws.

(a)Neither the Borrower nor any of its Subsidiaries nor, to the Borrower’s knowledge, any of their Affiliates or any Person acting on their behalf in connection with this Agreement has engaged directly or indirectly in any transaction that evades or avoids, or has the purpose of evading or avoiding, or violates the requirements or prohibitions set forth in any Anti- Terrorism Laws.

(b)Neither the Borrower nor any of its Subsidiaries nor, to the Borrower’s knowledge, any of their Affiliates is any of the following (each, a “Blocked Person”):

(i)a Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224;

(ii)a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224;

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(iii)a Person with which the Bank is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;

(iv)a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order No. 13224;

(v)a Person that is named as a “specially designated national” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list, or

(vi)a Person who is affiliated or associated with a Person listed above.

(c)Neither the Borrower nor any Affiliate of the Borrower (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person, or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order No. 13224.

ARTICLE IV

CONDITIONS OF LENDING

The obligation of the Bank to make any Loan is subject to the satisfaction of the following conditions:

4.01.Representations and Warranties; Events of Default and Potential Defaults.

The representations and warranties contained in Article III shall be true and correct on and as of the Closing Date.  On the Closing Date, no Event of Default and no Potential Default shall have occurred and be continuing or exist or shall occur or exist after giving effect to the Loan to be made on the Closing Date.

4.02.Loan Documents.

On the Closing Date, the Loan Documents, satisfactory in terms, form and substance to the Bank, shall have been executed and delivered to the Bank and shall be in effect.

4.03.UCC Financing Statements.

On or before the Closing Date, each UCC-1 financing statement (or other similar required filings) to be filed pursuant to the Security Agreement shall be prepared for filing thereof.

4.04.Other Documents and Conditions.

On or before the Closing Date, the following documents and conditions shall have been delivered to the Bank or satisfied by or on behalf of the Borrower:

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(a)Certified Copies of Organizational Documents.  A copy of the articles of incorporation of the Borrower certified by the Secretary of the Borrower.

(b)Good Standing Certificates.  Good Standing Certificates of the Borrower from the Secretary of State of the State of Delaware and the Secretary of State of each jurisdiction in which the Borrower is qualified to do business as a foreign corporation.

(c)Proceedings and Incumbency.  A certificate in form and substance satisfactory to the Bank, dated the Closing Date and signed on behalf of the Borrower by the Secretary of the Borrower, certifying as to (i) true copies of the articles of incorporation and bylaws of the Borrower, (ii) the resolutions of the board of directors of the Borrower authorizing the execution and delivery of this Agreement and the other Loan Documents, (iii) the names, true signatures and incumbency of the officers of the Borrower authorized to execute and deliver the Loan Documents, and (iv) the exact legal name of the Borrower.  The Bank may conclusively rely on such certification unless and until a later certificate revising the prior certificate has been furnished to the Bank.

(d)Financial Statements.  Financial statements in form and substance satisfactory to the Bank, as described in Section 3.09 of this Agreement.

(e)Insurance.  Evidence, in form and substance satisfactory to the Bank or as otherwise required pursuant to the terms and provisions of the Existing Credit Agreement as it exists on the Closing Date, that the business and all assets of the Borrower (including the Collateral) are adequately insured and that the Bank has been named as additional insured and lender’s loss payee, as its interests may appear, entitled to thirty (30) days prior written notice of cancellation or modification, on all such policies of insurance covering the Collateral.

(f)[Reserved].

(g)No Material Adverse Change.  No Material Adverse Change shall have occurred since the date of the most recent financial statements delivered to the Bank.

(h)Other Documents and Conditions.  Such other documents and conditions as may be required to be submitted to the Bank by the terms of this Agreement or of any Loan Document or set forth on the Closing Checklist with respect to the transactions contemplated by this Agreement.

4.05.Details, Proceedings and Documents.

All legal details and proceedings in connection with the transactions contemplated by this Agreement shall be satisfactory to the Bank and the Bank shall have received all such counterpart originals or certified or other copies of such documents and proceedings in connection with such transactions, in form and substance satisfactory to the Bank, as the Bank may request from time to time.

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4.06.Fees and Expenses.

The Borrower shall have paid all fees and charges as required for the Closing and relating to the Closing, including legal fees, appraisal fees, closing costs, filing and notary fees and any other similar matters pertinent to the Closing.

ARTICLE V

AFFIRMATIVE COVENANTS

The Borrower covenants to the Bank as follows:

5.01.Reporting and Information Requirements.

(a)Annual Audited Reports.  As soon as practicable and in any event within ninety (90) days after the close of each fiscal year of the Borrower, the Borrower shall deliver to the Bank, an audited Consolidated and Consolidating balance sheet, statement of income and changes in retained earnings, and statement of cash flows of the Borrower and its Subsidiaries, as well as management-prepared financial statements broken down by location and Product Group, as at the end of and for the fiscal year just closed in reasonable detail and certified, in the case of the Consolidated statements, (without any qualification, modification or exception) by KPMG LLP or other nationally-recognized independent certified public accountants selected by the Borrower and satisfactory to the Bank and by the Chief Executive Officer or Chief Financial Officer in the case of the other financial statements.

(b)Quarterly Financial Reports.  As soon as practicable and in any event within forty- five (45) days after the close of each of the first three quarters of each fiscal year of the Borrower, the Borrower shall deliver to the Bank a management-prepared balance sheet, statement of income and changes in retained earnings, and statement of cash flows of the Borrower and its Subsidiaries on a Consolidated and Consolidating basis and broken down by location and Product Group as at the end of and for (a) the period commencing at the end of the previous fiscal year and ending with the end of such quarter and (b) the period commencing at the end of the previous fiscal quarter and ending with the end of such currently reported quarter, setting forth in comparative form the corresponding figures for the appropriate periods of the preceding fiscal year, certified by the Chief Executive Officer or Chief Financial Officer of the Borrower as (i) having been prepared in accordance with GAAP (with any changes in accounting policies discussed in reasonable detail) and (ii) presenting fairly the financial position and results of operations of the Borrower and its Subsidiaries as at the date and for the period specified (subject to normal recurring year-end audit adjustments), it being understood that footnotes may be omitted.  Together with the financial statements delivered pursuant to this Subsection 5.01 (b), the Borrower shall deliver a side-by-side comparison of quarterly results with quarterly budgets, including a narrative by the Chief Executive Officer or Chief Financial Officer of the Borrower explaining variances to budget and variances to the prior year period.

(c)Monthly Financial Reports.  As soon as practicable and in any event within forty-five (45) days of the close of each Accounting Month, the Borrower shall deliver to the Agent management-prepared balance sheet, statement of income and statement of cash flows

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of the Borrower and its Subsidiaries on a Consolidated basis at the end of and for (a) the period commencing at the end of the previous fiscal year and ending with the end of such Accounting Month and (b) the period commencing at the end of the preceding Accounting Month and ending with the end of the Accounting Month then ending, setting forth in comparative form the corresponding figures for the appropriate periods of the preceding fiscal year as permitted by the integration of Stabler and its subsidiaries.  Together with the financial statements delivered pursuant to this Section 5.01 (c), the Borrower shall deliver a narrative explaining the variances to the prior year period or if the prior year comparison is not available then a narrative summarizing Borrower’s performance for the accounting month.

(d)Annual and Quarterly Compliance Certificate.  As soon as practicable, after the close of each quarter of each fiscal year of the Borrower and in any event no later than the date on which financial statements are required to be delivered for each such quarter or year, as provided in Subsections 5.01 (a) or 5.01 (b), the Borrower shall deliver to the Bank a Compliance Certificate (in the form of Exhibit B hereto) certified by the Chief Executive Officer or Chief Financial Officer of the Borrower (a) demonstrating compliance with the financial covenants set forth in Section 5.15 (and, in the event the Borrower is required to exclude Rock Solid Insurance from the calculations of such financial covenants pursuant to Section 6.6 of the Existing First Lien Credit Agreement, a reconciliation showing the calculation of such financial covenants based on the Consolidated financial statements of the Borrower (including Rock Solid Insurance)), (b) certifying that, as at the date of such certificate, there existed no Event of Default and no Default, or, if any such Event of Default or Default existed, specifying the nature thereof, the period of existence thereof and what action the Borrower proposes to take or has taken with respect thereto and (c) certifying as to certain other compliance matters.

(e)Annual Budget.  As soon as available, and in any event no later than May 31st of each fiscal year, the Borrower shall deliver to the Bank management-prepared operating projections and budgets for the Borrower and its Subsidiaries for such fiscal year, with quarterly projections specifically set forth therein, including an income statement, a balance sheet and a cash flow statement, in form and substance satisfactory to the Bank, and, as soon as available, significant revisions, if any, of such projections and budgets, in each case (a) in reasonable detail and otherwise in form and substance satisfactory to the Lenders and (b) accompanied by a certificate of the Borrower, executed on its behalf by its Chief Executive Officer or Chief Financial Officer, stating that (i) such projections and budgets (x) have been prepared on the basis of the assumptions stated therein and (y) represent the Borrower’s best and most recent estimate of the future financial performance of the Borrower and its Subsidiaries and (ii) such assumptions are believed by the Borrower to be reasonable and fair in light of current business conditions and current facts known to the Borrower.

(f)Visitation; Audits.  Upon reasonable notice (and for this purpose no more than two Business Days’ notice shall be required under any circumstances) if no Event of Default or Default shall exist, or at any time with or without notice after the occurrence and during the continuance of an Event of Default or Default, the Borrower shall, and shall cause each of its Subsidiaries to, allow any representative of the Bank to visit and inspect any of the properties of the Borrower and any of its Subsidiaries, to examine the books of account and other records and files of the Borrower and any of its Subsidiaries related to the Collateral and to

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discuss the affairs, business, finances and accounts of the Borrower and its Subsidiaries with their personnel and accountants.

(g)Notice of Event of Default.  Promptly upon any officer of the Borrower or any of its Subsidiaries obtaining knowledge of any Default or Event of Default, the Borrower shall give written notice thereof to the Bank, specifying the nature and period of existence of any such Default or Event of Default.

(h)Notice of Material Adverse Change.  Promptly upon any officer of the Borrower or any of its Subsidiaries obtaining knowledge of any Material Adverse Change or the existence of any facts or circumstances or the occurrence or failure to occur of any event which could reasonably be expected to result in a Material Adverse Change, the Borrower shall give written notice thereof to the Bank.

(i)Reports to SEC and Other Creditors.  Promptly upon receipt or transmission thereof, as applicable, the Borrower shall deliver to the Bank:

a)at any time when the Borrower or any of its Subsidiaries is subject to the reporting requirements of the Securities Exchange Act of 1934, all letters of comment or material correspondence sent to the Borrower or any of its Subsidiaries by any securities exchange or the Securities and Exchange Commission or any Governmental Authority succeeding to any of its functions in relation to the affairs of the Borrower or any of its Subsidiaries,

b)all regular and periodic reports and all registration statements and prospectuses, if any, filed by the Borrower or any of its Subsidiaries with any securities exchange or with the Securities and Exchange Commission or any Governmental Authority succeeding to any of its functions, and

c)to the extent not already delivered pursuant to the terms of this Agreement, all financial statements, reports, notices and proxy statements sent or made available generally by the Borrower or any of its Subsidiaries to other lenders to such Persons (if any) and their other respective bondholders or security holders (or any trustee or other representative of any of the foregoing) and any non-routine notices or other non-routine correspondence from such lenders, bondholders or security holders (or trustee or other representative of such Persons).

(j)Notice of Proceedings.  Promptly upon any officer of the Borrower or any of its Subsidiaries obtaining knowledge thereof, the Borrower will give the Bank notice of any actions, proceedings or claims commenced or asserted against the Borrower or any of its Subsidiaries in which the amount involved is $1,000,000 or more, or which, if not solely a claim for monetary damages, could reasonably be expected to, if adversely determined, result in a Material Adverse Change.

(k)Conditions Affecting Collateral.  Promptly upon any officer of the Borrower or any of its Subsidiaries obtaining knowledge thereof, the Borrower will give the Bank notice of any of the following conditions: (i) any change of name, type of business entity or jurisdiction of registration or any change of address of the chief executive office of the Borrower

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or any of its Subsidiaries or (ii) any other circumstance that could affect the attachment, perfection or enforcement of the Bank’s security interest in any portion of the Collateral.

5.02.Preservation of Existence and Franchises.

The Borrower shall at all times preserve and keep in full force and effect its corporate existence and remain in good standing in the State of its incorporation or where required to qualify to do business, except, as to qualification only, where the failure to keep in full force and effect any such good standing could not reasonably be expected to result in a Material Adverse Change.

5.03.Insurance.

The Borrower and its Subsidiaries will maintain with financially sound and reputable insurers, insurance with respect to its properties including, but not limited to, the Collateral and against loss or damage and liability of the kinds customarily insured against by Persons of established reputation engaged in the same or similar businesses and similarly situated and in such amounts as are customarily carried under similar circumstances by other such Persons and otherwise as is prudent for Persons engaged in such business.  The Borrower agrees to provide the Bank with thirty (30) days advance written notice of the modification or termination of any such policy of insurance.  The Borrower shall keep the Collateral that is insurable insured against loss or damage by fire, theft, burglary, pilferage, flood, loss in transit and such other hazards as the Bank shall specify, in amounts and under policies issued by insurers acceptable to the Bank, all premiums thereon to be paid by the Borrower and, upon request of the Bank, such policies and copies thereof shall be delivered to the Bank.  Each insurance policy required by the preceding sentence of this Section 5.03 relating to the Collateral shall name the Bank, its successors and assigns, as additional insured and lender’s loss payee, as applicable, and provide (i) that all proceeds thereunder shall be payable to the Bank, (ii) that such insurance shall not be affected by any act or neglect of the insured or owner of the property described in such policy, and (iii) that such policy and endorsements may not be cancelled or terminated unless at least thirty (30) days prior written notice thereof has been given to the Bank.

5.04.Maintenance of Properties.

The Borrower shall, and shall cause each of its Subsidiaries to (a) maintain its properties in good repair, working order and condition, ordinary wear and tear excepted, and (b) make all appropriate and proper repairs, renewals, replacements, additions and improvements thereto, ordinary wear and tear excepted.

5.05.Payment of Taxes and Claims.

The Borrower will and will cause its Subsidiaries to pay or discharge:

(a)all federal and other material taxes, assessments, water and sewer rents and other governmental charges which may be assessed, levied or filed against or imposed upon it or any of its properties or assets (including, without limitation, the Collateral) or in respect of any of its franchises, business, income or profits before any penalty or interest accrues thereon; and

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(b)all claims (including, without limitation, claims for labor, services, materials and supplies) for sums that have become due and payable and that by Law have or might become a Lien upon any of its properties or assets.

5.06.Financial Accounting Practices.

The Borrower shall, and shall cause each of its Subsidiaries to, keep at all times books of record and account in which full, true and correct entries shall be made of all dealings or transactions in relation to its business and affairs.  The Borrower shall, and shall cause each of its Subsidiaries to, keep its books of account and financial statements in accordance with GAAP and in compliance with the regulations of any Official Body having jurisdiction over it.

5.07.Compliance with Laws.

The Borrower shall, and shall cause each of its Subsidiaries to, comply in all material respects with all Laws.

5.08.Compliance with ERISA.

(a)The Borrower shall not, and shall not permit its Subsidiaries and ERISA Affiliates to, cause, for plan years beginning before 2008, any Accumulated Funding Deficiency to be incurred, whether or not waived, with respect to any Plan, or, for plan years beginning after 2007, cause there to be an unpaid “minimum required contribution” as defined in Section 430 of the Code and Section 303 of ERISA with respect to any Plan.

(b)The Borrower shall, and shall cause its Subsidiaries and ERISA Affiliates to, comply in all material respects with the provisions of ERISA and the Code with respect to any Plan both in form and operation, including, but not limited to, the timely filing of required annual reports and the payment of PBGC premiums.

(c)The Borrower shall, and shall cause its Subsidiaries and ERISA Affiliates to, comply in all material respects with the requirements of COBRA regarding continued health coverage and of the Health Insurance Portability and Accountability Act of 1996 with respect to any Plans subject to the requirements thereof.

(d)The Borrower shall not, and shall not permit any of its Subsidiaries or any of its ERISA Affiliates to, take any of the following actions or permit any of the following events to occur if such action or event together with all other such actions or events would subject the Borrower, any of its Subsidiaries or any of its ERISA Affiliates to any material tax, penalty, or other liabilities:

(i)engage in any transaction in connection with which the Borrower, any of its Subsidiaries or any ERISA Affiliate could be subject to either a civil penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Code;

(ii)terminate any Plan in a manner, or take any other action, which could result in any liability of the Borrower, any of its Subsidiaries or any ERISA Affiliate to the PBGC;

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(iii)fail to make full payment when due of all amounts which, under the provisions of any Plan or Multiemployer Plan, the Borrower, any of its Subsidiaries or any ERISA Affiliate is required to pay as contributions thereto;

(iv)permit the current value of all vested accrued benefits under all Plans which are subject to Title IV of ERISA to exceed the current value of the assets of such Plans allocable to such vested accrued benefits, except as may be permitted under actuarial funding standards adopted in accordance with, for plan years beginning before 2008, Section 412 of the Code or, for plan years beginning after 2007, Section 430 of the Code; or

(v)withdraw from any Multiemployer Plan, if such withdrawal would result in the imposition of Withdrawal Liability.

As used in this Section 5.08, the term “accrued benefit” has the meaning specified in Section 3(23) of ERISA and the term “current value” has the meaning specified in Section 4001(a)(18)(B)of ERISA.

5.09.Continuation of and Change in Business.

The Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly enter into any business that is not a Permitted Business.

5.10.Use of Proceeds.

The Borrower will use the proceeds of the Loans for the purposes stated in Section 3.17 hereof.

5.11.Lien Searches.

The Bank may, but shall not be obligated to, conduct lien searches of the Borrower, its Subsidiaries and their assets and properties on an annual basis and at such other times as the Bank may reasonably determine to be necessary.  Prior to the occurrence of an Event of Default, the Borrower shall not be obligated to reimburse the Bank for the Bank’s out-of-pocket costs in connection with such lien searches.

5.12.Further Assurances.

The Borrower, at its own cost and expense, will cause to be promptly and duly taken, executed, acknowledged and delivered all such further acts, documents and assurances as the Bank may reasonably request from time to time in order to carry out the intent and purposes of this Agreement more effectively and the transactions contemplated by this Agreement and to cause the Liens granted under the Security Agreement or any other Loan Document to be, at all times, valid, perfected and enforceable against the Borrower and all third parties.  All expenses of such filings and recordings, and refilings and rerecordings, shall be borne by the Borrower.

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5.13.Environmental Matters.

(a)The Borrower shall and shall require its Subsidiaries to (i) comply with, and ensure such compliance by all tenants and subtenants with all applicable Environmental Laws and obtain and comply with and maintain, and ensure that all tenants and subtenants, if any, obtain and comply with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws, and (ii) conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under, and to ensure compliance with, Environmental Laws, and promptly comply with all lawful orders and directives of any Official Body regarding Environmental Laws.

(b)The Borrower shall not, and shall not permit any of its Subsidiaries to,

(i)cause a Release of any Regulated Substance in violation of any Environmental Law or so as to create a risk of harm to public or occupant health or safety or to the environment, or

(ii)permit to exist any Release of any Regulated Substance on any real property owned or occupied by the Borrower or any of its Subsidiaries in violation of any Environmental Law or so as to create a risk of harm to public or occupant health or safety or to the environment, or

(iii)take any other action (or fail to take any action) in violation of any Environmental Law or take any action (or fail to take any action) so as to create a risk of harm to public or occupant health or safety or to the environment.

5.14.Bailees.

If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower’s agents or processors, the Borrower shall promptly notify such warehouseman, bailee, agent or processor of the Lien in favor of the Bank created hereby, if applicable, and shall instruct such Person to hold all such Collateral for the Bank’s account subject to the Bank’s instructions.

5.15.Financial Covenants.

The Borrower hereby covenants to any and all financial covenants which may be set forth in Article 6 of the Existing First Lien Credit Agreement (including, without limitation, those financial covenants set forth in Sections 6.1 [Net Worth], 6.2 [Fixed Charge Coverage Ratio], 6.3 [Total Leverage Ratio], 6.4 [Limitation on Capital Expenditures], 6.5 [Limitation on Operating Lease Expense] and 6.6 [Additional Provisions Respecting Calculation of Financial Covenants] of the Existing First Lien Credit Agreement), which are hereby collectively incorporated herein by this reference as if set forth herein at length, as such covenants exist on the Closing Date (collectively, the “Incorporated Provisions”).  Any defined terms appearing in such Incorporated Provisions shall have the meanings ascribed to such terms in the Existing First Lien Credit Agreement, as it exists on the Closing Date.  Any amendment or other modification of such Incorporated Provisions or any related defined terms shall not constitute an amendment

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to this Agreement without the express written agreement of the Bank that any such amendment or other modification shall constitute an amendment to this Agreement.  If a Termination occurs, all of the Incorporated Provisions and all related defined terms shall survive the Termination and shall continue in full force and effect as part of this Agreement; provided that at any time after a Termination, the Borrower shall, upon the Bank’s request, execute and deliver to the Bank a supplement or amendment to this Agreement, which supplement or amendment shall expressly incorporate into this Agreement all or any number of the Incorporated Provisions of the terminated Existing First Lien Credit Agreement.

ARTICLE VI

NEGATIVE COVENANTS

The Borrower covenants to the Bank as follows:

6.01.[Reserved].

6.02.Indebtedness.

The Borrower shall not, directly or indirectly, create, incur, assume, guarantee, permit to exist or otherwise become or remain directly or indirectly liable with respect to any Indebtedness other than each of the following:

(a)obligations under Hedging Contracts entered into in the ordinary course of business to mitigate risk associated with interest rates and not for speculative purposes;

(b)the Indebtedness and other obligations arising under this Agreement and the other Loan Documents;

(c)Capital Lease Obligations and purchase money Indebtedness in respect of capital assets of the Borrower and its Subsidiaries in an aggregate amount not to exceed the limits required under Section 6.4 of the Existing First Lien Credit Agreement (as incorporated by Section 5.15 hereof), provided that such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed and refinancings thereof not increasing the principal amount of such Indebtedness;

(d)obligations owing to the Borrower or to a wholly-owned Subsidiary of the Borrower;

(e)obligations in respect of the Pre-Qualification Line in an outstanding principal amount not to exceed $5,000,000 at any time;

(f)Indebtedness (excluding Indebtedness referred to in clauses (a), (b), (c), (d), and (e) above and (i) through (k) below) set forth on Schedule 6.02 to this Agreement;

(g)Obligations in respect of Operating Leases permitted under this Agreement in an aggregate amount not to exceed the limits specified in Section 6.5 of the Existing First Lien Credit Agreement (as incorporated by Section 5.15 hereof);

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(h)other unsecured Indebtedness in an aggregate outstanding principal amount not exceeding $8,000,000 at any time so long as such Indebtedness does not have covenants or defaults that are more restrictive than those set forth in this Agreement;

(i)Indebtedness assumed by BCS LLC in connection with the BCS Acquisition in an outstanding principal amount not to exceed $2,000,000 at any time;

(j)the Indebtedness and other obligations arising under the Existing Credit Agreement; and

(k)obligations in respect of the Stabler Indebtedness.

6.03.Loans, Investments, Acquisitions, Etc.

The Borrower shall not, directly or indirectly, make or permit to exist any Investment or make any Acquisition, so long as no Default or Event of Default then exists or would be caused thereby, the Borrower may make, any of the following Investments and Acquisitions:

(a)Investments by the Borrower in its direct or indirect wholly-owned Subsidiaries or the creation by the Borrower of new direct or indirect wholly-owned Subsidiaries;

(b)Investments under Hedging Contracts permitted by clause (a) of Subsection 6.02;

(c)the existing loans, advances and investments described on Schedule 6.03 of this Agreement;

(d)Investments in (i) marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency thereof maturing within one hundred twenty (120) days from the date of acquisition thereof, (ii) commercial paper maturing no more than one hundred twenty (120) days from the date of creation thereof and currently having the highest rating obtainable from either Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. or Moody’s Investors Service, Inc., (iii) certificates of deposit maturing no more than one hundred twenty (120) days from the date of creation thereof issued by commercial banks incorporated under the laws of the United States of America, each having combined capital, surplus and undivided profits of not less than $500,000,000 and having a rating of “A” or better by a nationally recognized rating agency; provided, that the aggregate amount invested in such certificates of deposit shall not at any time exceed $5,000,000 for any one such certificate of deposit and $10,000,000 for any one such bank, or (iv) time deposits maturing no more than thirty (30) days from the date of creation thereof with commercial banks or savings banks or savings and loan associations each having membership either in the FDIC or the deposits of which are insured by the FDIC and in amounts not exceeding the maximum amounts of insurance thereunder;

(e)Acquisitions of assets in like-kind exchanges under Section 1031 of the Code made from the proceeds of dispositions permitted by this Section 6.03;

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(f)Permitted Acquisitions;

(g)Investments in Permitted Joint Ventures; and

(h)Investments by the Borrower or any of its direct or indirect wholly-owned Subsidiaries in Rock Solid Insurance Company, a South Carolina corporation, with the aggregate amount of such Investment not to exceed $2,000,000.  For the sake of clarity, Investments referenced in this paragraph (j) shall include any letter of credit agreement that is issued for the account of the Borrower or any Subsidiary where Rock Solid Insurance Company is the beneficiary of such letter of credit.

6.04.Transactions with Affiliates.

The Borrower shall not, directly or indirectly, (a) make any loan or advance to, or purchase or assume any note or other obligation to or from, any of its officers, directors, shareholders or other Affiliates, or to or from any member of the immediate family of any of its officers, directors, shareholders or other Affiliates, or subcontract any operations to any of its Affiliates or (b) enter into, or be a party to, any other transaction not described in clause (a) above with any of its Affiliates, except, in the case of clauses (a) and (b), pursuant to the reasonable requirements of the Borrower’s or the applicable Subsidiary’s business and upon fair and reasonable terms (that, in the case of any such transaction that involves an amount in excess of $1,000,000 are fully disclosed to the Bank prior to the consummation thereof) and are no less favorable to the Borrower than it would obtain in a comparable arm’s length transaction with a Person not its Affiliate, provided that the foregoing restrictions shall not apply to (i) transactions exclusively among the Borrower and its Subsidiaries permitted by this Agreement, (ii) Distributions, to the extent permitted under 6.09 or other restricted payments to the extent not otherwise prohibited hereby, (iii) usual and customary indemnification obligations in the Organizational Documents of the Borrower for acts and omissions of their officers and directors, (iv) the Headquarters Lease (as defined in the Existing First Lien Credit Agreement), provided that any amendments, modifications or supplements thereto are no less favorable to the Borrower as the terms of the Headquarters Lease on the date of this Agreement, (v) transactions with officers, directors, shareholders or other Affiliates for the provision of goods or services with a fair market value of up to $500,000 in the aggregate in any fiscal year and (vi) Investments in Rock Solid Insurance Company permitted by Section 6.03(h).  If any such transaction (other than as set forth in the preceding proviso) involves an amount in excess of $15,000,000, it shall be determined by a nationally-recognized investment banking or accounting firm to be fair to the Borrower and its Subsidiaries.

6.05.Disposition of Assets.

The Borrower shall not, directly or indirectly, sell, lease, abandon or otherwise transfer or dispose of any of its assets or property of any nature (including, without limitation, the sale of any Collateral and any sale-leaseback or similar transaction), whether now owned or hereafter acquired, except:

(a)sales of inventory in the ordinary course of its business;

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(b)transfers of assets or property not constituting Collateral to the Borrower or a wholly-owned Subsidiary of the Borrower;

(c)trade-ins of equipment for new equipment useful in the business of the Borrower or any of its Subsidiaries; provided that if the property so transferred is Collateral, the Bank shall have a perfected first priority security interest in the new equipment subject to no Liens other than Permitted Liens;

(d)sales or dispositions of equipment (other than Collateral) which is obsolete or no longer used or useful in the business of the Borrower or any of its Subsidiaries, with a fair market value not exceeding $3,000,000 in the aggregate in any fiscal year;

(e)transfers of property of the Borrower or any of its Subsidiaries with a fair market value up to $5,000,000 in any fiscal year in like-kind exchanges pursuant to Section 1031 of the Code; provided that if the property so transferred is Collateral, the Bank shall have a perfected first priority security interest in the in the acquired property subject to no Liens other than Permitted Liens;

(f)sales or dispositions of the assets of the Borrower or any of its Subsidiaries (other than Collateral) not in the ordinary course of business with a fair market value not to exceed $1,000,000 in the aggregate in any fiscal year;

(g)transfers of assets or property constituting Investments in Permitted Joint Ventures;

(h)transfers of equipment (other than Collateral) in connection with sale-leaseback transactions provided that (i) in each case, the equipment subject to such transaction has an invoice date within one year of the date of such transfer, and (ii) the sales price of all such equipment shall not exceed $10,000,000 in the aggregate during the term of this Agreement;

(i)other sales or transfers of real property not in excess of Five Million and 00/100 Dollars ($5,000,000.00).

6.06.Continuation of or Change in Business.

The Borrower will continue to engage in its business substantially in the manner conducted as of the Closing Date and shall not engage in any other business without the prior written consent of the Bank.

6.07.Margin Stock.

The Borrower will not use the proceeds of any Loan, directly or indirectly, to purchase any “margin stock” (within the meaning of Regulations U, G, T or X of the Board of Governors of the Federal Reserve System) or to extend credit to others for the purpose of purchasing or carrying, directly or indirectly, any margin stock.

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6.08.Merger; Consolidation.

The Borrower shall not merge or agree to merge with or into or consolidate with any other Person without the prior written consent of the Bank, except so long as no Default or Event of Default has occurred and is continuing or would be created thereby, solely for the purpose of redomestication within a state of the United States so long as the successor complies with any and all applicable notice requirements in connection with such redomestication under the Existing Loan Agreements, as applicable, and takes such action as may be necessary to ensure that the Collateral is at all times subject to a first-priority Lien in favor of the Bank.

6.09.Distributions.

The Borrower will not declare, make, pay or agree, become or remain liable to make or pay, any Distributions; except:

(a)Tax Expense Distributions.  For any year during which the Borrower is an “S Corporation” as defined in the Code, distributions made by the Borrower to its shareholders with respect to such year in an amount not to exceed the product of the Borrower’s pre-tax earnings (determined in accordance with the Code and including any income or loss of any disregarded entity or Qualified Subchapter S Subsidiary) during such year, multiplied by the effective combined local, state and federal income tax rate (after giving effect to the deductibility of local and state income taxes in the determination of federal income taxes) for individuals in the highest income bracket (taking into account any lower income tax rate applicable to capital gains).

(b)Other Distributions.  So long as no Default or Event of Default shall have occurred or be created thereby, the Borrower may pay Distributions to its shareholders so long as the Borrower shall have delivered to the Bank no fewer than five (5) Business Days prior to the date of the proposed Distribution (or such shorter period as the Bank may approve in writing) a pro forma Compliance Certificate demonstrating that, after giving effect to such Distribution, the Borrower shall be in compliance with all of the financial covenants of Section 5.15.  For purposes of the aforementioned pro forma calculation, the Borrower shall use the results of operations and financial position reflected on the financial statements most recently delivered under Section 5.01 adjusted to give pro forma effect to (i) the amount of Indebtedness after giving effect to the Distribution and (ii) the making of the Distribution to the shareholders.

6.10.Change of Ownership.

The Borrower shall not cause and shall not permit, directly or indirectly, a Change of Control.

6.11.Fiscal Year.

The Borrower shall report on the basis of a fiscal year ending February 28 (or 29, as applicable).

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6.12.Modifications to Material Documents.

The Borrower shall not (i) amend in any respect its articles of incorporation and bylaws, other organizational documents or either of the Release Letters or (ii) supplement either of such Release Letters in any manner that constitutes a regrant or otherwise constitutes authorization to file any financing statements or financing statement amendments perfecting a Lien against the Collateral for the benefit of the Agent and/or any other financial institutions under the Existing Credit Agreement, as applicable.

ARTICLE VII

DEFAULTS

7.01.Events of Default.

An Event of Default means the occurrence or existence of one or more of the following events or conditions (whatever the reason for such Event of Default and whether voluntary, involuntary or effected by operation of Law):

(a)The Borrower shall fail to pay principal on any of the Loans on the date such Loans are due; or

(b)The Borrower shall fail to pay interest on any of the Loans or any fees payable pursuant to this Agreement, the Notes or any of the other Loan Documents within two (2) Business Days of the date when due; or

(c)Any representation or warranty made by the Borrower under this Agreement or any of the other Loan Documents shall prove to have been false or misleading in any material respect as of the time made; or

(d)The Borrower shall default in the performance or observance of any covenant contained in Section 5.01 (a), (b), (c), (d), (f), (g) or (k); Section 5.03; Section 5.05; Section 5.07; Section 5.15; or in Article VI.

(e)If there shall occur any default in the due performance or observance of any term, covenant or agreement to be performed or observed pursuant to the provisions of this Agreement or the other Loan Documents, other than as expressly provided in other clauses of this Section 7.01, and, if capable of being remedied, such default shall continue unremedied for 45 days after the commencement of such default; provided, however, that, no such default under Section 5.13 (Environmental Matters) shall constitute an Event of Default unless such default, singly or in the aggregate with all other defaults under said Section 5.13, could reasonably be expected to result in an Environmental Material Adverse Change; or

(f)[Reserved];

(g)The Bank’s security interest under the Security Agreement or any of the other Loan Documents is or shall become unperfected; or

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(h)An event of default shall occur under the Existing Credit Agreement.

(i)The Borrower or any Subsidiary of the Borrower shall (i) default in the payment when due, or in the performance or observance, of any obligation or condition, of any Material Contract, which default results in or could reasonably be expected to result in a required payment of Three Million Dollars ($3,000,000) or more or results in or could reasonably be expected to result in a Material Adverse Change, unless the existence of any such default is being contested by the Borrower or such Subsidiary in good faith by appropriate proceedings and adequate reserves in respect thereof have been established on the books of the Borrower or such Subsidiary to the extent required by GAAP, or (ii) (A) default (as payor or guarantor or other surety) in the payment of any Indebtedness (other than obligations under the Loan Documents) and the underlying obligation with respect to which a default has occurred aggregates Two Million Dollars ($2,000,000) or more or could result in a required payment of Two Million Dollars ($2,000,000) or more or is a default under the Second Lien Facility, or (B) suffer or permit to exist any condition in respect of any Indebtedness referred to in the immediately preceding clause (A) which would permit, or shall have caused, the acceleration of the payment, time for payment or maturity of any such Indebtedness, or (iii) default in the payment when due, or in the performance or observance, of any obligation or condition, except obligations and conditions under the Loan Documents, any Material Contract or Indebtedness of the sort covered by the immediately preceding clause (ii), whether now or hereafter incurred, which default results in or could result in a required payment of Two Million Dollars ($2,000,000) or more or results in or could result in a Material Adverse Change, unless the existence of any such default is being contested by the Borrower or such Subsidiary in good faith by appropriate proceedings and adequate reserves in respect thereof have been established on the books of the Borrower or such Subsidiary to the extent required by GAAP; or

(j)If any final judgment or judgments or non-appealable assessment or assessments for the payment of money in excess of Two Million Dollars ($2,000,000) in the aggregate shall be rendered against the Borrower or any of its Subsidiaries and such judgment remains either unstayed or unsatisfied for a period of 30 days or more; or

(k)If there shall occur or be threatened any event, or if there shall exist any fact or condition, including, without limitation, any loss, revocation, reduction or other impairment of any Governmental License, which could result in a Material Adverse Change; or

(l)If:

(i)there shall be commenced against the Borrower or any of its Subsidiaries any such proceeding seeks to have an order for relief entered in respect of the Borrower or Subsidiary, or seeks a declaration or entailing a finding that the Borrower or Subsidiary is insolvent or a similar declaration or finding, or seeking dissolution, winding-up, charter revocation or forfeiture, liquidation, reorganization, arrangement, adjustment, composition or other similar relief with respect to the Borrower or Subsidiary, its assets or debts under any Law relating to bankruptcy, insolvency, relief of debtors or protection of creditors, termination of legal entities or any other similar Law now or hereinafter in effect which shall not have been dismissed or stayed within sixty (60) days after such proceedings were instituted; or

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(ii)custody or control of any substantial part of the property of the Borrower or any of its Subsidiaries shall be assumed by any Governmental Authority or any court of competent jurisdiction, or any other Person at the insistence of any Governmental Authority or any court of competent jurisdiction; or

(m)The Borrower or any Subsidiary of the Borrower shall become insolvent; shall generally not be paying its debts as they mature; shall make a general assignment for the benefit of creditors; shall institute a proceeding described in Section 7.01(l)(i) of this Agreement or shall consent to any order for relief, declaration, finding or relief described in Section 7.01(l)(i) of this Agreement; shall petition or apply to any tribunal for the appointment of a custodian of the sort described in Section 7.01(l)(ii) of this Agreement or shall consent to the appointment or to the taking of possession by any such official of all or any substantial part of its property whether or not any proceeding is instituted; shall dissolve, wind-up or liquidate itself or any substantial part of its property; shall suspend or discontinue its business except, in the case of any of such Subsidiaries, pursuant to a dissolution or merger of such Subsidiary permitted by the terms of this Agreement; or shall take any action in furtherance of any of the foregoing.

7.02.Consequences of an Event of Default.

(a)If an Event of Default specified in subsections (c) through (n) of Section 7.01 of this Agreement occurs and continues or exists, the Bank may at its option demand the unpaid principal amount of the Notes, interest accrued on the unpaid principal amount thereof and all other amounts owing by the Borrower under this Agreement, the Notes and the other Loan Documents to be immediately due and payable without presentment, protest or further demand or notice of any kind, all of which are expressly waived, and an action for any amounts due shall accrue immediately.

(b)If an Event of Default specified in subsections (a), (b), (o) or (p) of Section 7.01 of this Agreement occurs and continues or exists, the unpaid principal amount of the Notes, interest accrued thereon and all other amounts owing by the Borrower under this Agreement, the Notes and the other Loan Documents shall automatically become immediately due and payable without presentment, demand, protest or notice of any kind, all of which are expressly waived, and an action for any amounts due shall accrue immediately.  In addition to the foregoing, if an Event of Default specified in subsections (a) or (b) occurs and continues to exist, the Bank shall have the right, in the Bank’s sole discretion, to cause a receiver to be appointed to operate and conduct the day-to-day business of the Borrower, including, without limitation, collecting the earnings, revenues, rents, issues, profits and income from the operation of the Borrower’s business and applying the same as the court may direct; provided, however, that the Bank provides the Borrower at least five (5) Business Days prior written notice of its intent to file an application for receivership.  Provided that it complies with the requirements set forth in the preceding sentence, the Bank shall be entitled to the appointment of a receiver without the necessity of proving either the inadequacy of the security or the insolvency of the Borrower or any other Person who may be legally or equitably liable to pay moneys secured by the Loan Documents, and the Borrower and each such Person shall be deemed to have waived such proof and to have consented to the appointment of such receiver.

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7.03.Set-Off.

If the unpaid principal amount of the Notes, interest accrued on the unpaid principal amount thereof or other amount owing by the Borrower under this Agreement, the Notes or the other Loan Documents shall have become due and payable (at maturity, by acceleration or otherwise), each of the Bank, any assignee of the Bank and the holder of any participation in any Loan will each have the right, in addition to all other rights and remedies available to it, without notice to the Borrower, to set-off against and to appropriate and apply to such due and payable amounts any Debt owing to, and any other funds held in any manner for the account of, the Borrower by the Bank or by such holder including, without limitation, all funds in all deposit accounts (whether time or demand, general or special, provisionally credited or finally credited, or otherwise) now or in the future maintained by the Borrower with the Bank, assignee or holder.  The Borrower consents to and confirms the foregoing arrangements and confirms the Bank’s rights, such assignees’ rights and such holders’ rights of banker’s lien and set-off.  Nothing in this Agreement will be deemed a waiver or prohibition of or restriction on the Bank’s rights, such assignees’ rights or such holders’ rights of banker’s lien or set-off.

7.04.Other Remedies.

The remedies in this Article VII are in addition to, not in limitation of, any other right, power, privilege or remedy, either at law, in equity or otherwise, to which the Bank may be entitled.

ARTICLE VIII

MISCELLANEOUS

8.01.Business Days.

Except as otherwise provided in this Agreement, whenever any payment or action to be made or taken under this Agreement, or under any Note or under any of the other Loan Documents is stated to be due on a day which is not a Business Day, such payment or action will be made or taken on the next following Business Day and such extension of time will be included in computing interest or fees, if any, in connection with such payment or action.

8.02.Amendments and Waivers.

(a)The Bank and the Borrower may from time to time enter into agreements amending, modifying or supplementing this Agreement, the Notes or any other Loan Document or changing the rights of the Bank or of the Borrower under this Agreement, under the Notes or under any other Loan Document and the Bank may from time to time grant waivers or consent to a departure from the due performance of the obligations of the Borrower under this Agreement, under the Notes or under any other Loan Document.  Any such agreement, waiver or consent must be in writing and will be effective only to the extent specifically set forth in such writing.  In the case of any such waiver or consent relating to any provision of this Agreement, any Event of Default or Potential Default so waived or consented to will be deemed to be cured and not

47

continuing, but no such waiver or consent will extend to any other or subsequent Event of Default or Potential Default or impair any right consequent thereto.

(b)The Bank and the Borrower hereby agree, so long as the Borrower has given the Bank not less than ten (10) Business Days’ prior notice of any amendment, modification, supplement, restatement, replacement or waiver of any provision of the Existing Credit Agreement, as applicable, the applicable corresponding provisions of this Agreement shall automatically be deemed to be amended, modified, supplemented, restated, replaced or waived in a manner consistent with any such amendment, modification, supplement, restatement, replacement or waiver of the applicable provisions of the Existing Credit Agreement, as applicable; provided, however, notwithstanding the foregoing, if any such amendment, modification, supplement, restatement or replacement of the applicable provisions of the Existing Credit Agreement shall or could reasonably be expected to (a) result in an adverse change to any of: (i) the validity, enforceability or collectability of the Collateral; (ii) the existence, perfection or priority of the Bank’s Lien against the Collateral; or (iii) the validity or enforceability of this Agreement or any Loan Document or (b) be otherwise adverse to the Bank’s security interest with respect to the Collateral, each as determined by the Bank, in its sole but reasonable discretion as notified to the Borrower by the Bank within such ten (10) Business Day period, then such applicable corresponding provisions of this Agreement shall not automatically be deemed to be amended, modified, supplemented, restated, replaced or waived in a manner consistent with any such amendment, modification, supplement, restatement, replacement or waiver of the applicable provisions of the Existing Credit Agreement, as applicable.

8.03.No Implied Waiver; Cumulative Remedies.

No course of dealing and no delay or failure of the Bank in exercising any right, power or privilege under this Agreement, the Notes or any other Loan Document will affect any other or future exercise of any such right, power or privilege or exercise of any other right, power or privilege except as and to the extent that the assertion of any such right, power or privilege shall be barred by an applicable statute of limitations; nor shall any single or partial exercise of any such right, power or privilege or any abandonment or discontinuance of steps to enforce such a right, power or privilege preclude any further exercise of such right, power or privilege or of any other right, power or privilege.  The rights and remedies of the Bank under this Agreement, the Notes or any other Loan Document are cumulative and not exclusive of any rights or remedies that the Bank would otherwise have.

8.04.Notices.

All notices, requests, demands, directions and other communications (collectively “Notices”) under the provisions of this Agreement or the Notes must be in writing (including telexed or telecopied communication) unless otherwise expressly permitted under this Agreement and must be sent by first-class or first-class express mail, private overnight or next Business Day courier or by telex or telecopy with confirmation in writing mailed first class, in all cases with charges prepaid, and any such properly given Notice will be effective when received.  All Notices will be sent to the applicable party at the addresses stated below or in accordance with the last unrevoked written direction from such party to the other parties.

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If to Borrower:	Paul I. Detwiler III, Chief Financial Officer New Enterprise Stone & Lime Co., Inc. 3912 Brumbaugh Road New Enterprise, Pennsylvania 16664
and copy to:	Cary S. Levinson, Esquire Pepper Hamilton LLP 3000 Two Logan Square 18th & Arch Streets Philadelphia, Pennsylvania 19103
If to Bank:	Benjamin K. Ditson Vice President Citizens Bank of Pennsylvania 525 William Penn Place Pittsburgh, Pennsylvania 15219-1729
and copy to:	Jeffrey J. Conn, Esquire Thorp Reed & Armstrong, LLP One Oxford Centre 301 Grant Street, 14th Floor Pittsburgh, Pennsylvania 15219-1425

8.05.Expenses; Taxes: Attorneys Fees.

The Borrower agrees to pay or cause to be paid and to save the Bank harmless against liability for the payment of all reasonable out-of-pocket expenses including, but not limited to, reasonable fees and expenses of counsel and paralegals for the Bank, incurred by the Bank from time to time (i) arising in connection with the preparation, execution, delivery and performance of this Agreement, the Notes and the other Loan Documents, (ii) relating to any requested amendments, waivers or consents to this Agreement, the Notes or any of the other Loan Documents and (iii) arising in connection with the Bank’s enforcement or preservation of rights under this Agreement, the Notes or any of the other Loan Documents including, but not limited to, such expenses as may be incurred by the Bank in the collection of the outstanding principal amount of the Loans.  The Borrower agrees to pay all stamp, document, transfer, recording or filing taxes or fees and similar impositions now or in the future determined in good faith by the Bank to be payable in connection with this Agreement, the Notes or any other Loan Document.  The Borrower agrees to save the Bank harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions.  In the event of a determination adverse to the Borrower of any action at Law or suit in equity in relation to this Agreement, the Notes or the other Loan Documents, the Borrower will pay, in addition to all other sums which the Borrower may be required to pay, a reasonable sum for attorneys’ and paralegals’ fees incurred by the Bank or the holder of any Note in connection with such action or suit.  All payments due from the Borrower under this Section will be added to and become part of the Debt until paid in full.

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8.06.Severability.

The provisions of this Agreement are intended to be severable.  If any provision of this Agreement is held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability of the provision in any other jurisdiction or the remaining provisions of this Agreement in any jurisdiction.

8.07.Governing Law; Consent to Jurisdiction.

This Agreement will be deemed to be a contract under the Laws of the Commonwealth of Pennsylvania and for all purposes shall be governed by and construed and enforced in accordance with the substantive Laws, and not the Laws of conflicts, of said Commonwealth.  The Borrower consents to the exclusive jurisdiction and venue of the federal and state courts located in Allegheny County, Pennsylvania, in any action on, relating to or mentioning this Agreement, the Notes, the other Loan Documents or any one or more of them.

8.08.Prior Understandings.

This Agreement, the Notes and the other Loan Documents supersede all prior understandings and agreements, whether written or oral, among the parties relating to the transactions provided for in this Agreement, the Notes and the other Loan Documents.

8.09.Duration; Survival.

All representations and warranties of the Borrower contained in this Agreement or made in connection with this Agreement or any of the other Loan Documents shall survive the making of and will not be waived by the execution and delivery of this Agreement, the Notes or the other Loan Documents, by any investigation by the Bank, or the making of any Loan.  Notwithstanding termination of this Agreement or the occurrence of an Event of Default, all covenants and agreements of the Borrower will continue in full force and effect from and after the date of this Agreement so long as the Borrower may borrow under this Agreement and until payment in full of the Notes, interest thereon, and all fees and other obligations of the Borrower under this Agreement or the Notes.  Without limitation, it is understood that all obligations of the Borrower to indemnify the Bank will survive the payment in full of the Notes and of all other obligations of the Borrower under this Agreement, the Notes and the other Loan Documents.

8.10.Counterparts.

This Agreement may be executed in any number of counterparts each of which, when so executed, will be deemed an original, but all such counterparts will constitute but one and the same instrument.

8.11.Successors and Assigns.

This Agreement will be binding upon and inure to the benefit of the Bank, the Borrower and their respective successors and assigns, except that the Borrower may not assign or transfer any of its rights under this Agreement without the prior written consent of the Bank.

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8.12.Certifications from Bank and Participants.

(a)Tax Withholding.  Any assignee or participant of the Bank that is not incorporated under the Laws of the United States of America or a state thereof (and, upon the written request of the Bank or assignee or participant of the Bank) agrees that it will deliver to the Borrower and the Bank two (2) duly completed, appropriate and valid Withholding Certificates (as defined under § 1.1441-1(c)(l6) of the Income Tax Regulations (the “Regulations”)) certifying its status (i.e. U.S. or foreign person) and, if appropriate, making a claim of reduced, or exemption from, U.S. withholding tax on the basis of an income tax treaty or an exemption provided by the Code.  The term “Withholding Certificate” means a Form W-9; a Form W-8BEN; a Form W-8ECI; a Form W-8IMY and the related statements and certifications as required under § 1.1441-l(e)(2) and/or (3) of the Regulations; a statement described in § 1.871-14(c)(2)(v) of the Regulations; or any other certificates under the Code or Regulations that certify or establish the status of a payee or beneficial owner as a U.S. or foreign person.  Any assignee or participant required to deliver to the Borrower and the Bank a Withholding Certificate pursuant to the first sentence of this Section 8.12 shall deliver such valid Withholding Certificate at least five (5) Business Days before the effective date of such assignment or participation (unless the Bank in its sole discretion shall permit such assignee or participant to deliver such valid Withholding Certificate less than five (5) Business Days before such date in which case it shall be due on the date specified by the Bank).  Any assignee or participant which so delivers a valid Withholding Certificate further undertakes to deliver to the Borrower and the Bank two (2) additional copies of such Withholding Certificate (or a successor form) on or before the date that such Withholding Certificate expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent Withholding Certificate so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Bank.  Notwithstanding the submission of a Withholding Certificate claiming a reduced rate of or exemption from U.S. withholding tax, the Bank shall be entitled to withhold United States federal income taxes at the full thirty percent (30%) withholding rate if in its reasonable judgment it is required to do so under the due diligence requirements imposed upon a withholding agent under § 1.1441-7(b) of the Regulations.  Further, the Bank is indemnified under § 1.1461-1 (e) of the Regulations against any claims and demands of any assignee or participant of the Bank for the amount of any tax it deducts and withholds in accordance with regulations under § 1441 of the Internal Revenue Code.

(b)USA Patriot Act.  Any assignee or participant of the Bank that is not incorporated under the Laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA Patriot Act and the applicable regulations because it is both (i) an affiliate of a depository institution or foreign bank that maintains a physical presence in the United states or foreign county, and (ii) subject to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall deliver to the Bank the certification, or, if applicable, recertification, certifying that the Bank is not a “shell” and certifying to other matters as required by Section 313 of the USA Patriot Act and the applicable regulations: (1) within ten (10) days after the Closing Date, and (2) as such other times as are required under the USA Patriot Act.

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8.13.Confidentiality.

(a)General.  The Bank agrees to keep confidential all information obtained from the Borrower which is nonpublic and confidential or proprietary in nature (including any information the Borrower specifically designate as confidential), except as provided below, and to use such information only in connection with this Agreement and for the purposes contemplated hereby.  The Bank shall be permitted to disclose such information (i) to outside legal counsel, accountants and other professional advisors who need to know such information in connection with the administration and enforcement of this Agreement, subject to agreement of such Persons to maintain the confidentiality, (ii) to assignees and participants as contemplated by Section 8.14, and prospective assignees and participants, (iii) to the extent requested by any bank regulatory authority or, with notice to the Borrower, as otherwise required by applicable Law or by any subpoena or similar legal process, or in connection with any investigation or proceeding arising out of the transactions contemplated by this Agreement or the other Loan Documents, (iv) if it becomes publicly available other than as a result of a breach of this Agreement or becomes available from a source not known to be subject to confidentiality restrictions, or (v) if the Borrower shall have consented to such disclosure.

(b)Sharing Information With Affiliates of the Bank.  The Borrower acknowledges that from time to time financial advisory, investment banking and other services may be offered or provided to the Borrower or one or more of their respective Affiliates (in connection with this Agreement or otherwise) by the Bank or by one or more Subsidiaries or Affiliates of the Bank and the Borrower hereby authorizes the Bank to share any information delivered to the Bank by the Borrower pursuant to this Agreement, or in connection with the decision of the Bank to enter into this Agreement, to any such Subsidiary or Affiliate of the Bank, it being understood that any such Subsidiary or Affiliate of the Bank receiving such information shall be bound by the provisions of Section 8.13(a) as if it were the Bank hereunder; provided, however, that the Bank shall endeavor to furnish notice to the Borrower of such sharing of information; provided, further, that it is agreed and acknowledged that the Bank is under no duty or obligation whatsoever to furnish such notice to the Borrower and the failure of Bank to furnish such notice shall not (a) release, discharge, modify or restrict the liabilities and obligations of the Borrower pursuant to this Agreement or any other Loan Document, (b) result in the imposition of any liability upon the Bank in connection with said failure to furnish such notice, or (c) otherwise alter, modify or change in any way the respective rights, duties, obligations and liabilities, as the case may be, of the Bank and the Borrower pursuant to this Agreement or any other Loan Document.  Such authorization shall survive the repayment of the Loans.

8.14.Participation and Assignment.

The Bank may from time to time participate, sell or assign all or any part of the Loans made by the Bank or which may be made by the Bank, or its right, title and interest in the Loans or in or to this Agreement, to another lending office, lender or financial institution.  Except to the extent otherwise required by the context of this Agreement, the word “Bank” where used in this Agreement means and includes any holder of the Notes originally issued to the Bank and each such holder of the Notes will be bound by and have the benefits of this Agreement, the same as if such holder had been a signatory to this Agreement.  In connection

52

with any such sale, assignment or grant of participation, the Bank may make available to any prospective purchaser, assignee or participant any information relative to the Borrower in the Bank’s possession.

8.15.No Third Party Beneficiaries.

The rights and benefits of this Agreement and the other Loan Documents are not intended to, and shall not, inure to the benefit of any third party.

8.16.Exhibits.

All exhibits and schedules attached to this Agreement are incorporated and made a part of this Agreement.

8.17.Headings.

The section headings contained in this Agreement are for convenience only and do not limit or define or affect the construction or interpretation of this Agreement in any respect.

8.18.Indemnity.

In addition to the payment of expenses pursuant to Section 8.05 hereof, whether or not the transactions contemplated hereby shall be consummated, the Borrower agrees to indemnify, pay and hold the Bank and the officers, directors, employees, agents, consultants, auditors, affiliates and attorneys of the Bank (collectively called the “Indemnitees”), harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgment, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated a party thereto) that is imposed on, incurred by, or asserted against that Indemnitee, in any manner relating to or arising out of this Agreement or the other Loan Documents, the consummation of the transactions contemplated by this Agreement, the statements contained in the commitment letters, if any, delivered by the Bank’s agreement to make the Loans hereunder, the use or intended use of the proceeds of any of the Loans or the exercise of any right or remedy hereunder or under any of the other Loan Documents, actions taken by the Bank which were reasonably believed by the Bank to be taken pursuant to this Agreement including, but not limited to, actions taken by the Bank to amend or cancel any funds transfer instructions or any decision by the Bank to effect or not to effect the transfer as provided in this Agreement, or any other such action taken by the Bank in good faith pursuant to its responsibilities under this Agreement (the “Indemnified Liabilities”); provided, however, that the Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of that or another Indemnitee as finally determined by a court of competent jurisdiction.

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8.19.Limitation of Liability.

To the fullest extent permitted by Law, no claim may be made by the Borrower against the Bank or any affiliate, director, officer, employee, attorney or agent of the Bank for any special, incidental, consequential or punitive damages in respect of any claim arising from or relating to this Agreement or any other Loan Document or any statement, course of conduct, act, omission or event occurring in connection herewith or therewith (whether for breach of contract, tort or any other theory of liability).  The Borrower hereby waives, releases and agrees not to sue upon any claim for any such damages, whether such claim presently exists or arises hereafter and whether or not such claim is known or is suspected to exist in its favor.  This Section 8.19 shall not limit any rights of the Borrower arising solely out of willful misconduct as finally determined by a court of competent jurisdiction.

8.20.WAIVER OF TRIAL BY JURY.

THE BORROWER AND THE BANK EXPRESSLY, KNOWINGLY AND VOLUNTARILY WAIVE ALL BENEFIT AND ADVANTAGE OF ANY RIGHT TO A TRIAL BY JURY, AND NO SUCH PARTY WILL AT ANY TIME INSIST UPON, OR PLEAD OR IN ANY MANNER WHATSOEVER CLAIM OR TAKE THE BENEFIT OR ADVANTAGE OF A TRIAL BY JURY IN ANY ACTION ARISING IN CONNECTION WITH THIS AGREEMENT, THE NOTES OR ANY OF THE OTHER LOAN DOCUMENTS.

INITIALS:	/s/PD
	Borrower
	/s/ BD
	Bank

[INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have executed and delivered this Agreement on the date set forth at the beginning of this Agreement.

ATTEST:			New Enterprise Stone & Lime Co., Inc.
By:	/s/ G. Dennis Wiseman	(SEAL)	By:	/s/ Paul I. Detwiler, III	(SEAL)
Name:	G. Dennis Wiseman		Name:	Paul I. Detwiler, III
Title:	Assistant Secretary		Title:	Executive Vice President
			Citizens Bank of Pennsylvania
			By:	/s/ Benjamin K. Ditson	(SEAL)
				Benjamin K. Ditson, Vice President

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LIST OF SCHEDULES AND EXHIBITS

All Schedules to the Loan Agreement:

a.Schedule 3.06 Borrower and its Subsidiaries

b.Schedule 3.12 Litigation

c.Schedule 3.14 ERISA

d.Schedule 3.16 Environmental Matters

e.[Reserved]

f.Schedule 6.02 Indebtedness

g.Schedule 6.03 Loans, Investments and Acquisitions

All Exhibits to the Loan Agreement:

a.Form of Term Note

b.Form of Compliance Certificate

EXHIBIT A

FORM OF
TERM NOTE

$8,450,752.48 Pittsburgh, Pennsylvania

September 30, 2009

FOR VALUE RECEIVED, the undersigned, New Enterprise Stone & Lime Co., Inc., a Delaware corporation (the “Borrower”), hereby promises to pay to the order of Citizens Bank of Pennsylvania (the “Bank”), as provided for in the Loan Agreement (as defined below), the original principal amount of Eight Million Four Hundred Fifty Thousand Seven Hundred Fifty-Two and 48/100 Dollars ($8,450,752.48), together with interest on the unpaid principal amount of this Term Note (“Term Note”) at the rate or rates per annum determined pursuant to Article II of, or as otherwise provided in, that certain Loan Agreement, by and between the Borrower and the Bank, dated the date hereof (as amended, modified or supplemented from time to time the “Loan Agreement”), and with such amounts being payable on the dates set forth in Article II of, or as otherwise provided in, the Loan Agreement.

All payments and prepayments to be made in respect of principal, interest or other amounts due from the Borrower under this Term Note shall be payable at 12:00 noon (New York City time) on the day when due, without presentment, demand, protest or notice of any kind, all of which are expressly waived, and an action therefor shall immediately accrue.  All such payments shall, unless made by wire transfer to such account as the Bank shall direct, be made to the Bank at the designated office of the Bank located at 525 William Penn Place, Pittsburgh, Pennsylvania 15219-1729 or at such other address as the Bank may specify in writing from time to time, in lawful money of the United States of America, in immediately available funds, without setoff, counterclaim or other deduction of any nature.

Except as otherwise provided in the Loan Agreement, if any payment of principal or interest under this Term Note shall become due on a day that is not a Business Day, such payment shall be made on the next following Business Day and such extension of time shall be included in computing interest in connection with such payment.

This Term Note is one of the Notes referred to in, and is entitled to the benefits of, the Loan Agreement.  This Term Note is secured by, and is entitled to the benefits of, the Security Agreement and the other Loan Documents.  Capitalized terms used in this Term Note that are defined in the Loan Agreement shall have the meanings assigned to them therein unless otherwise defined in this Term Note.

This Term Note shall be governed by, and shall be construed and enforced in accordance with, the Laws of the Commonwealth of Pennsylvania without regard to the principles of the conflicts of law thereof.  The Borrower hereby consents to the jurisdiction and venue of the Court of Common Pleas of Allegheny County, Pennsylvania and the United States District Court for the Western District of Pennsylvania with respect to any suit arising out of or mentioning this Term Note.

A-1

The Bank may at any time pledge all or any portion of its rights under the Loan Documents including any portion of this Term Note to any of the twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. §341.  No such pledge or enforcement thereof shall release the Bank from its obligations under any of the Loan Documents.

WARRANT OF ATTORNEY TO CONFESS JUDGMENT.  THE BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS THE PROTHONOTARY, ANY ATTORNEY OR ANY CLERK OF ANY COURT OF RECORD, FOLLOWING THE OCCURRENCE OF AN EVENT OF DEFAULT THAT IS CONTINUING, TO APPEAR FOR AND CONFESS JUDGMENT AGAINST THE BORROWER FOR SUCH SUMS AS ARE DUE AND/OR MAY BECOME DUE UNDER THIS TERM NOTE, WITH OR WITHOUT DECLARATION, WITH COSTS OF SUIT, WITHOUT STAY OF EXECUTION AND WITH AN AMOUNT EQUAL TO FIVE PERCENT (5%) OF THE AMOUNT OF SUCH JUDGMENT, BUT NOT LESS THAN TEN THOUSAND DOLLARS ($10,000.00), ADDED FOR ATTORNEYS’ COLLECTION FEES.  TO THE EXTENT PERMITTED BY LAW, THE BORROWER RELEASES ALL ERRORS IN SUCH PROCEEDINGS.  IF A COPY OF THIS TERM NOTE, VERIFIED BY AFFIDAVIT BY OR ON BEHALF OF THE HOLDER OF THIS TERM NOTE SHALL HAVE BEEN FILED IN SUCH ACTION, IT SHALL NOT BE NECESSARY TO FILE THE ORIGINAL TERM NOTE AS A WARRANT OF ATTORNEY.  THE AUTHORITY AND POWER TO APPEAR FOR AND CONFESS JUDGMENT AGAINST THE BORROWER SHALL NOT BE EXHAUSTED BY THE INITIAL EXERCISE THEREOF AND MAY BE EXERCISED AS OFTEN AS THE HOLDER SHALL FIND IT NECESSARY AND DESIRABLE AND THIS TERM NOTE SHALL BE A SUFFICIENT WARRANT THEREFOR.  THE HOLDER HEREOF MAY CONFESS ONE OR MORE JUDGMENTS IN THE SAME OR DIFFERENT JURISDICTIONS FOR ALL OR ANY PART OF THE AMOUNT OWING HEREUNDER, WITHOUT REGARD TO WHETHER JUDGMENT HAS THERETOFORE BEEN CONFESSED ON MORE THAN ONE OCCASION FOR THE SAME AMOUNT.  IN THE EVENT ANY JUDGMENT CONFESSED AGAINST THE BORROWER HEREUNDER IS STRICKEN OR OPENED UPON APPLICATION BY OR ON THE BORROWER’S BEHALF FOR ANY REASON, THE HOLDER IS HEREBY AUTHORIZED AND EMPOWERED TO AGAIN APPEAR FOR AND CONFESS JUDGMENT AGAINST THE BORROWER FOR ANY PART OR ALL OF THE AMOUNTS OWING HEREUNDER, AS PROVIDED FOR HEREIN, IF DOING SO WILL CURE ANY ERRORS OR DEFECTS IN SUCH PRIOR PROCEEDINGS.

WAIVER OF TRIAL BY JURY.  THE BORROWER AND THE BANK MUTUALLY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS TERM NOTE OR ANY OTHER LOAN DOCUMENT CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY.  THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR THE BANK TO ACCEPT THIS TERM NOTE AND MAKE THE TERM LOAN.

A-2

[INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, and intending to be legally bound hereby, the Borrower has executed, issued and delivered this Term Note on the day and year written above.

ATTEST:		New Enterprise Stone & Lime Co., Inc.
By:	(SEAL)	By:	(SEAL)
Name:		Name:
Title:		Title:

A-3

EXHIBIT B

FORM OF COMPLIANCE CERTIFICATE

On File with Bank.

B-1

EX-10.15

Exhibit 10.15

FIRST AMENDMENT TO LOAN AGREEMENT

First Amendment to Loan Agreement, dated May 27, 2010, by and between New Enterprise Stone & Lime Co., Inc., a Delaware corporation (the “Borrower”), and Citizens Bank of Pennsylvania (the “Bank”) (the “First Amendment”).

WITNESSETH:

WHEREAS, the Borrower and the Bank entered into that certain Loan Agreement, dated September 30, 2009 (as amended, modified, supplemented or restated from time to time, the “Loan Agreement”); and

WHEREAS, the Borrower and the Bank desire to amend certain provisions of the Loan Agreement pursuant to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

1.             All capitalized terms used herein which are defined in the Loan Agreement shall have the same meaning herein as in the Loan Agreement unless the context clearly indicates otherwise.

2.             Section 1.01 of the Loan Agreement is hereby amended by adding the following definition in its proper alphabetical order:

“First Amendment Closing Date” shall mean May 27, 2010, or such other date as the parties hereto may agree in writing.

3.             Section 1.01 of the Loan Agreement is hereby amended to delete the following definitions in their entirety and to insert in their stead the following:

“Existing First Lien Credit Agreement” shall mean that certain Second Amended and Restated Credit Agreement, dated as of January 11, 2008, by and among the Borrower, the financial institutions party thereto and the Agent party thereto, as amended from time to time prior to the First Amendment Closing Date.

“Existing Second Lien Credit Agreement” shall mean that certain Second Lien Credit Agreement, dated as of January 11, 2008, by and among the Borrower, the financial institutions party thereto and the Agent party thereto, as amended from time to time prior to the First Amendment Closing Date.

4.             Section 5.01 of the Loan Agreement is hereby amended to insert therein a new subsection (1) as follows:

(1)  Deliveries on Non-Business Days.  Any opinion, report (including financial reports) and other information (including certificates) required to be delivered under this Agreement or other Loan Documents on a day that is not a Business Day shall be due on the subsequent Business Day.

5.Section 5.15 of the Loan Agreement is hereby deleted in its entirety and in its stead is inserted the following:

5.15  Financial Covenants.

The Borrower hereby covenants to any and all financial covenants which may be set forth in Article 6 of the Existing First Lien Credit Agreement (including, without limitation, those financial covenants set forth in Sections 6.1 [Net Worth], 6.2 [Fixed Charge Coverage Ratio], 6.3.1 [Total Leverage Ratio], 6.3.2 [EBITDA Leverage Ratio], 6.4 [Limitation on Capital Expenditures], 6.5 [Limitation on Operating Lease Expense] and 6.6 [Additional Provisions Respecting Calculation of Financial Covenants] of the Existing First Lien Credit Agreement), which are hereby collectively incorporated herein by this reference as if set forth herein at length, as such covenants exist on the First Amendment Closing Date (collectively, the “Incorporated Provisions”).  Any defined terms appearing in such Incorporated Provisions shall have the meanings ascribed to such terms in the Existing First Lien Credit Agreement, as it exists on the First Amendment Closing Date.  Any amendment or other modification of such Incorporated Provisions or any related defined terms shall not constitute an amendment to this Agreement without the express written agreement of the Bank that any such amendment or other modification shall constitute an amendment to this Agreement.  If a Termination occurs, all of the Incorporated Provisions and all related defined terms shall survive the Termination and shall continue in full force and effect as part of this Agreement; provided that at any time after a Termination, the Borrower shall, upon the Bank’s request, execute and deliver to the Bank a supplement or amendment to this Agreement, which supplement or amendment shall expressly incorporate into this Agreement all or any number of the Incorporated Provisions of the terminated Existing First Lien Credit Agreement.

6.             The provisions of Sections 2 through 5 and 10 of this First Amendment shall not become effective until the Bank has received the following, each in form and substance acceptable to the Bank:

(a)           this First Amendment, duly executed by the Borrower and the Bank;

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(b)           payment of all fees and expenses owed to the Bank and the Bank’s counsel in connection with this First Amendment;

(c)           the documents listed in the Preliminary Closing Agenda set forth on Exhibit A attached hereto and made a part hereof; and

(d)           such other documents as may be reasonably requested by the Bank.

7.             The Borrower hereby reconfirms and reaffirms all representations and warranties, agreements and covenants made by and pursuant to the terms and conditions of the Loan Agreement and the other Loan Documents, except as such representations and warranties, agreements and covenants may have heretofore been amended, modified or waived in writing in accordance with the Loan Agreement and the other Loan Documents, and except any such representations or warranties made as of a specific date or time, which shall have been true and correct in all material respects as of such date or time.

8.             The Borrower acknowledges and agrees that each and every document, instrument or agreement which at any time has secured or will secure payment of the Debt including, but not limited to, the Loan Agreement, the Security Agreement and all applicable UCC-1 financing statements and other similar instruments executed and recorded with respect thereto continue to secure prompt payment when due of the Debt.

9.             The Borrower hereby represents and warrants to the Bank that (i) the Borrower has the legal power and authority to execute and deliver this First Amendment; (ii) the officers of the Borrower executing this First Amendment have been duly authorized to execute and deliver the same and bind the Borrower with respect to the provisions hereof; (iii) the execution and delivery hereof by the Borrower and the performance and observance by the Borrower of the provisions hereof and of the Loan Agreement and all documents executed or to be executed therewith, do not violate or conflict with the organizational documents of the Borrower or any law applicable to the Borrower or result in a breach of any provision of or constitute a default under any other agreement, instrument or document binding upon or enforceable against the Borrower; and (iv) this First Amendment, the Loan Agreement and the documents executed or to be executed by the Borrower in connection herewith or therewith constitute valid and binding obligations of the Borrower in every respect, enforceable in accordance with their respective terms.

10.           The Bank hereby waives:  (a) the specific Events of Default that have occurred under:  (i) Sections 7.0l(d) and 7.0l(h) of the Loan Agreement as a result of the Borrower’s failure to comply with those financial covenants set forth in Sections 6.3.1 [Total Leverage Ratio], 6.3.2 [EBITDA Leverage Ratio] and 6.4 [Limitation on Capital Expenditures] of the Existing First Lien Credit Agreement for the testing period ending February 28, 2010, as required by Section 5.15 of the Loan Agreement; and (ii) Section 7.01(d) of the Loan Agreement as a result of the Borrower’s failure to deliver, as soon as practicable and in any event within forty-five (45) days of the close of each Accounting Month, a management-prepared balance sheet, statement of income and statement of cash flows of the Borrower and its Subsidiaries on a Consolidated basis at the end of and for (a) the period commencing at the end of the previous fiscal year and ending with the end of such Accounting Month and (b) the period commencing at

3

the end of the preceding Accounting Month and ending with the end of tie Accounting Month then ending, setting forth in comparative form the corresponding figures for the appropriate periods of the preceding fiscal year as permitted by the integration of Stabler and its subsidiaries for the Accounting Month ending February 28, 2010, as required by Section 5.01(c) of the Loan Agreement; and (b) the imposition of default interest or other charges in connection with any of the foregoing waived Events of Default.

11.           The Borrower represents and warrants that (i) other than the specific Events of Default described and waived in Section 10 of this First Amendment, no Event of Default exists under the Loan Agreement or the other Loan Documents, nor will any occur as a result of the execution and delivery of this First Amendment or the performance or observance of any provision hereof; and (ii) the Borrower presently has no claims or actions of any kind at law or in equity against the Bank arising out of or in any way relating to the Loan Agreement or the other Loan Documents.

12.           Each reference to the Loan Agreement that is made in the Loan Agreement or any other document executed or to be executed in connection therewith shall hereafter be construed as a reference to the Loan Agreement as amended hereby.

13.           The agreements and waivers contained in this First Amendment are limited to the specific agreements and waivers made herein.  Except as amended hereby, all of the terms and conditions of the Loan Agreement shall remain in full force and effect.  This First Amendment amends the Loan Agreement and is not a novation thereof.

14.           This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts each of which, when so executed, shall be deemed to be an original, but all such counterparts shall constitute but one and the same instrument.

15.           This First Amendment shall be governed by, and shall be construed and enforced in accordance with, the laws of the Commonwealth of Pennsylvania (without regard to any conflict of law principles thereof).  Each of the parties hereto hereby consent to the nonexclusive jurisdiction of any Pennsylvania state court or federal court of the United States sitting in Allegheny County, Pennsylvania, and any appellate court from any thereof, in respect of actions brought against any such party as a defendant, with respect to any suit arising out of or mentioning this First Amendment and hereby waives any right to which it may be entitled on account of place of residence or domicile.

[INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto, have caused this First Amendment to be duly executed by their duly authorized officers the day and year first above written, as an instrument under seal.

ATTEST:			New Enterprise-Stone & Lime Co., Inc.
By:	/s/ G. Dennis Wiseman	(SEAL)	/s/ Paul I. Detwiler, III			(SEAL)
Name:	G. Dennis Wiseman		Name:		Paul I. Detwiler, III
Title:	Assistant Secretary		Title:		Executive Vice President
			Citizens Bank of Pennsylvania
			By:
				Benjamin K. Ditson, Vice President

5

IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto, have caused this First Amendment to be duly executed by their duly authorized officers the day and year first above written, as an instrument under seal.

ATTEST:			New Enterprise-Stone & Lime Co., Inc.
By:		(SEAL)				SEAL)
Name:	G. Dennis Wiseman		Name:		Paul I. Detwiler, III
Title:	Assistant Secretary		Title:		Executive Vice President
			Citizens Bank of Pennsylvania
			By:	/s/ Benjamin K. Ditson
				Benjamin K. Ditson, Vice President

6

ACKNOWLEDGMENT

COMMONWEALTH OF PENNSYLVANIA	)
	)	SS:
COUNTY OF ALLEGHENY BEDFORD	)

On this 27 day of May, 2010, before me, a Notary Public, personally appeared Paul I. Detwiler, III, who acknowledged himself to be the Executive Vice President of New Enterprise Stone & Lime Co., Inc., a Delaware corporation (the “Company”), and that he as such officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing his name as Executive Vice President and on behalf of the Company.

IN WITNESS WHEREOF, I hereunto set my hand and affix my seal.

	/s/ Kelly M. Burtnett
	Notary Public
My Commission Expires: April 16, 2013		Commonwealth of Pennsylvania
		Notarial Seal
		Kelly M. Burtnett, Notary Public
		South Woodbury Twp., Bedford County
		My Commission Expires April 16, 2013
		Member, Pennsylvania Association of Notaries
[SEAL]

7

EXHIBIT A

PRELIMINARY CLOSING AGENDA

[See Attached]

EX-10.16

Exhibit 10.16

SECOND AMENDMENT TO 
LOAN AGREEMENT

Second Amendment to Loan Agreement, dated June 23, 2010, by and between New Enterprise Stone & Lime Co., Inc., a Delaware corporation (the “Borrower”), and Citizens Bank of Pennsylvania (the “Bank”) (the “Second Amendment”).

W I T N E S S E T H:

WHEREAS, the Borrower and the Bank entered into that certain Loan Agreement, dated September 30, 2009, as amended by that certain First Amendment to Loan Agreement, dated May 27, 2010, by and between the Borrower and the Bank (as further amended, modified, supplemented or restated from time to time, the “Loan Agreement”); and

WHEREAS, the Borrower and the Bank desire to amend certain provisions of the Loan Agreement pursuant to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

I.All capitalized terms used herein which are defined in the Loan Agreement shall have the same meaning herein as in the Loan Agreement unless the context clearly indicates otherwise.

II.Section 1.01 of the Loan Agreement is hereby amended by deleting the following definition in its entirety and each reference thereto contained in the Loan Agreement and the other Loan Documents is deemed to be deleted on and after the Second Amendment Effective Date:

“Existing Second Lien Credit Agreement”

III.Section 1.01 of the Loan Agreement is hereby amended by adding the following definition in its proper alphabetical order:

“Material Contract” shall mean, (without duplication) (a) any contract or other agreement, written or oral, of the Borrower or any of its Subsidiaries involving monetary liability (contingent or otherwise) of or to any such Person in an amount in excess of $7,000,000 per annum (other than road building or other materials supply contracts the monetary liability of or to any such Person in respect of which is in an amount in excess of $15,000,000 per annum), (b) indemnity agreements with any bonding companies, or (c) any other contract or agreement, written or oral, of the Borrower or any of its Subsidiaries the failure to comply with which could reasonably be expected to result in a Material Adverse Change.

“Permitted Unsecured Indebtedness” shall mean any unsecured Indebtedness issued or incurred by the Borrower and any guarantees thereof by the Subsidiaries provided that (a) the terms thereof do not provide for any scheduled repayment, mandatory redemption, mandatory prepayment or sinking fund obligations prior to the date that is one hundred eighty (180) days after the Expiration Date (other than (i) customary offers to repurchase or mandatory prepayment provisions applicable upon a change of control or asset sale events; provided, however, in the case of asset sale events, such provisions shall provide that the proceeds of such asset sales may be used to prepay the Debt prior to any payment of the Permitted Unsecured Indebtedness, and (ii) customary acceleration rights after an event of default) and (b) the covenants and events of default are not, in any respect material to the Bank, more restrictive to the Borrower and its Subsidiaries than those herein.

“Second Amendment Closing Date” shall mean June         , 2010 or such other date as the parties hereto may agree in writing.

IV.Section 1.01 of the Loan Agreement is hereby amended to delete the following definitions in their entirety and to insert in their stead the following:

“Capital Expenditures” shall have the meaning set forth in the Existing First Lien Credit Agreement as it exists on the Second Amendment Closing Date.

“Existing First Lien Credit Agreement” shall mean that certain Second Amended and Restated Credit Agreement, dated as of January 11, 2008, by and among the Borrower, the financial institutions party thereto and the Agent party thereto, as amended from time to time prior to the Second Amendment Closing Date.

“Permitted Acquisitions” shall have the meaning set forth in the Existing First Lien Credit Agreement as it exists on the Second Amendment Closing Date.

V.Section 5.01(c) of the Loan Agreement is hereby deleted in its entirety and in its stead is inserted the following:

(c) Monthly Financial Reports.  As soon as practicable and in any event within forty-five (45) days of the close of each of the first eleven Accounting Months of each year, the Borrower shall deliver to the Agent management-prepared profit and loss statements of the Borrower and its Subsidiaries on a Consolidated basis and broken down by location and Product Group for such Accounting Month in substantially the form of Exhibit N attached to the

2

Existing First Lien Credit Agreement as it exists on the Second Amendment Closing Date.

VI.Section 5.15 of the Loan Agreement is hereby deleted in its entirety and in its stead is inserted the following:

5.15Financial Covenants.

The Borrower hereby covenants to any and all financial covenants which may be set forth in Article 6 of the Existing First Lien Credit Agreement (including, without limitation, those financial covenants set forth in Sections 6.1 [Net Worth], 6.2 [Fixed Charge Coverage Ratio], 6.3 [Total Leverage Ratio], 6.4 [Limitation on Capital Expenditures], 6.5 [Limitation on Operating Lease Expense] and 6.6 [Additional Provisions Respecting Calculation of Financial Covenants] of the Existing First Lien Credit Agreement), which are hereby collectively incorporated herein by this reference as if set forth herein at length, as such covenants exist on the Second Amendment Closing Date (collectively, the “Incorporated Provisions”).  Any defined terms appearing in such Incorporated Provisions shall have the meanings ascribed to such terms in the Existing First Lien Credit Agreement, as it exists on the Second Amendment Closing Date.  Any amendment or other modification of such Incorporated Provisions or any related defined terms shall not constitute an amendment to this Agreement without the express written agreement of the Bank that any such amendment or other modification shall constitute an amendment to this Agreement.  If a Termination occurs, all of the Incorporated Provisions and all related defined terms shall survive the Termination and shall continue in full force and effect as part of this Agreement; provided that at any time after a Termination, the Borrower shall, upon the Bank’s request, execute and deliver to the Bank a supplement or amendment to this Agreement, which supplement or amendment shall expressly incorporate into this Agreement all or any number of the Incorporated Provisions of the terminated Existing First Lien Credit Agreement.

VII.Section 6.02(h) of the Loan Agreement is hereby deleted in its entirety and in its stead is inserted the following:

(h) unsecured Indebtedness (other than any unsecured Indebtedness otherwise described in this Section 6.02) in an aggregate outstanding principal amount not exceeding $8,000,000 at any time so long as such Indebtedness does not have covenants or defaults that are more restrictive than those set forth in this Agreement;

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VIII.Sections 6.02(j) and 6.02(k) of the Loan Agreement are hereby deleted in their entirety and in their stead are inserted the following:

(j) the Indebtedness and other obligations arising under the Existing Credit Agreement;

(k) obligations in respect of the Stabler Indebtedness; and

IX.Section 6.02 of the Loan Agreement is hereby amended to insert therein as a new subsection (1) the following:

(1) the Permitted Unsecured Indebtedness in an aggregate outstanding principal amount not to exceed Two Hundred Fifty Million and 00/100 Dollars ($250,000,000.00) issued or incurred on or about the Second Amendment Closing Date.

X.Section 7.0 l(i) of the Loan Agreement is hereby deleted in its entirety and in its stead is inserted the following:

(i) The Borrower or any Subsidiary of the Borrower shall (i) default in the payment when due, or in the performance or observance, of any obligation or condition, of any Material Contract, which default results in or could reasonably be expected to result in a required payment of Three Million Dollars ($3,000,000) or more or results in or could reasonably be expected to result in a Material Adverse Change, unless the existence of any such default is being contested by the Borrower or such Subsidiary in good faith by appropriate proceedings and adequate reserves in respect thereof have been established on the books of the Borrower or such Subsidiary to the extent required by GAAP, or (ii) (A) default (as payor or guarantor or other surety) in the payment of any Indebtedness (other than obligations under the Loan Documents) and the underlying obligation with respect to which a default has occurred aggregates Two Million Dollars ($2,000,000) or more or could result in a required payment of Two Million Dollars ($2,000,000) or more or is a default under the Second Lien Facility, or (B) suffer or permit to exist any condition in respect of any Indebtedness referred to in the immediately preceding clause (A) which would permit, or shall have caused, the acceleration of the payment, time for payment or maturity of any such Indebtedness, or (iii) default in the payment when due, or in the performance or observance, of any obligation or condition, except obligations and conditions under the Loan Documents, any Material Contract or Indebtedness of the sort covered by the immediately preceding clause (ii), whether now or hereafter incurred, which default results in or could result in a required payment of Two Million Dollars ($2,000,000) or more or results in

4

or could result in a Material Adverse Change, unless the existence of any such default is being contested by the Borrower or such Subsidiary in good faith by appropriate proceedings and adequate reserves in respect thereof have been established on the books of the Borrower or such Subsidiary to the extent required by GAAP, or (iv) there occurs any exercise of any put right of any holders of any of the Permitted Unsecured Indebtedness; or

XI.The provisions of Sections 2 through 10 of this Second Amendment shall not become effective until the Bank has received the following, each in form and substance acceptable to the Bank:

A.this Second Amendment, duly executed by the Borrower and the Bank;

B.payment of all fees and expenses owed to the Bank and the Bank’s counsel in connection with this Second Amendment;

C.the documents listed in the Preliminary Closing Agenda set forth on Exhibit A attached hereto and made a part hereof; and

D.such other documents as may be reasonably requested by the Bank.

XII.The Borrower hereby reconfirms and reaffirms all representations and warranties, agreements and covenants made by and pursuant to the terms and conditions of the Loan Agreement and the other Loan Documents, except as such representations and warranties, agreements and covenants may have heretofore been amended, modified or waived in writing in accordance with the Loan Agreement and the other Loan Documents, and except any such representations or warranties made as of a specific date or time, which shall have been true and correct in all material respects as of such date or time.

XIII.The Borrower acknowledges and agrees that each and every document, instrument or agreement which at any time has secured or will secure payment of the Debt including, but not limited to, the Loan Agreement, the Security Agreement and all applicable UCC-1 financing statements and other similar instruments executed and recorded with respect thereto continue to secure prompt payment when due of the Debt.

XIV.The Borrower hereby represents and warrants to the Bank that (i) the Borrower has the legal power and authority to execute and deliver this Second Amendment; (ii) the officers of the Borrower executing this Second Amendment have been duly authorized to execute and deliver the same and bind the Borrower with respect to the provisions hereof; (iii) the execution and delivery hereof by the Borrower and the performance and observance by the Borrower of the provisions hereof and of the Loan Agreement and all documents executed or to be executed therewith, do not violate or conflict with the organizational documents of the Borrower or any law applicable to the Borrower or result in a breach of any provision of or constitute a default under any other agreement, instrument or document binding upon or enforceable against the Borrower and (iv) this Second Amendment, the Loan Agreement and the documents executed or to be executed by the Borrower in connection herewith or therewith constitute valid and binding

5

obligations of the Borrower in every respect, enforceable in accordance with their respective terms.

XV.The Borrower represents and warrants that (i) no Event of Default exists under the Loan Agreement or the other Loan Documents, nor will any occur as a result of the execution and delivery of this Second Amendment or the performance or observance of any provision hereof; and (ii) the Borrower presently has no claims or actions of any kind at law or in equity against the Bank arising out of or in any way relating to the Loan Agreement or the other Loan Documents.

XVI.Each reference to the Loan Agreement that is made in the Loan Agreement or any other document executed or to be executed in connection therewith shall hereafter be construed as a reference to the Loan Agreement as amended hereby.

XVII.The agreements and waivers contained in this Second Amendment are limited to the specific agreements and waivers made herein.  Except as amended hereby, all of the terms and conditions of the Loan Agreement shall remain in full force and effect.   This Second Amendment amends the Loan Agreement and is not a novation thereof.

XVIII.This Second Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts each of which, when so executed, shall be deemed to be an original, but all such counterparts shall constitute but one and the same instrument.

XIX.This Second Amendment shall be governed by, and shall be construed and enforced in accordance with, the laws of the Commonwealth of Pennsylvania (without regard to any conflict of law principles thereof).  Each of the parties hereto hereby consent to the nonexclusive jurisdiction of any Pennsylvania state court or federal court of the United States sitting in Allegheny County, Pennsylvania, and any appellate court from any thereof, in respect of actions brought against any such party as a defendant, with respect to any suit arising out of or mentioning this Second Amendment and hereby waives any right to which it may be entitled on account of place of residence or domicile.

[INTENTIONALLY LEFT BLANK]

6

IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto, have caused this Second Amendment to be duly executed by their duly authorized officers the day and year first above written, as an instrument under seal.

ATTEST/WITNESS:			New Enterprise Stone & Lime Co., Inc.
By:	/s/ Thomas G. Frye	(SEAL)	By:	/s/ Paul I. Detwiler, III	(SEAL)
Name:	Thomas G. Frye		Name:	Paul I. Detwiler, III
Title:	Assistant Secretary		Title:	Executive Vice President
			Citizens Bank of Pennsylvania
			By:	/s/ Benjamin K. Ditson
				Benjamin K. Ditson, Vice President

ACKNOWLEDGMENT

COMMONWEALTH OF PENNSYLVANIA	)
	)
COUNTY OF BEDFORD	)

On this 23rd day of June, 2010, before me, a Notary Public, personally appeared Paul I. Detwiler, III, who acknowledged himself to be the Executive Vice President of New Enterprise Stone & Lime Co., Inc., a Delaware corporation (the “Company”), and that he as such officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing his name, as Exec. Vice President of and on behalf of the Company.

IN WITNESS WHEREOF, I hereunto set my hand and affix my seal.

	/s/ Kelly M. Burtnett
	Notary Public
My Commission Expires:  April 16, 2013	Commonwealth of Pennsylvania
	Notarial Seal
[SEAL]	Kelly M. Burtnett, Notary Public
	South Woodbury Twp., Bedford County
	My Commission Expires April 16, 2013
	Member, Pennsylvania Association of Notaries

EXHIBIT A

PRELIMINARY CLOSING AGENDA

[See Attached]

EX-10.17

Exhibit 10.17

THIRD AMENDMENT TO
LOAN AGREEMENT

Third Amendment to Loan Agreement, dated July 30, 2010, by and between New Enterprise Stone & Lime Co., Inc., a Delaware corporation (the “Borrower”), and Citizens Bank of Pennsylvania (the “Bank”) (the “Third Amendment”).

W I T N E S S E T H:

WHEREAS, the Borrower and the Bank entered into that certain Loan Agreement, dated September 30, 2009, as amended by that certain: (i) First Amendment to Loan Agreement, dated May 27, 2010, by and between the Borrower and the Bank; and (ii) Second Amendment to Loan Agreement, dated June 23, 2010, by and between the Borrower and the Bank (as further amended, modified, supplemented or restated from time to time, the “Loan Agreement”); and

WHEREAS, the Borrower and the Bank desire to amend certain provisions of the Loan Agreement pursuant to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

1.             All capitalized terms used herein which are defined in the Loan Agreement shall have the same meaning herein as in the Loan Agreement unless the context clearly indicates otherwise.

2.             Section 1.01 of the Loan Agreement is hereby amended by adding the following definitions in their proper alphabetical order:

“Amendment No. 7” shall mean that certain Amendment No, 7 to and Waiver of Second Amended and Restated Credit Agreement, dated as of June 22, 2010, by and among the Borrower, the financial institutions party thereto and the Agent party thereto.

“Amendment No. 7 Effective Date” shall mean the date on which the conditions precedent to the effectiveness of Amendment No. 7 have been satisfied or waived by the parties thereto and the amendments described therein become effective with respect to the Existing First Lien Credit Agreement.

“Third Amendment Closing Date” shall mean July 30, 2010 or such other date as the parties hereto may agree in writing.

3.             Section 1.01 of the Loan Agreement is hereby amended to delete the following definitions in their entirety and to insert in their stead the following:

“Existing First Lien Credit Agreement” shall mean that certain Second Amended and Restated Credit Agreement, dated as of January 11, 2008, by and among the Borrower, the financial institutions party thereto and the Agent party thereto, as amended from time to time prior to the later of the Third Amendment Closing Date or the Amendment No. 7 Effective Date, as applicable.

“Second Amendment Closing Date” shall mean (i) unless and until the Amendment No. 7 Effective Date shall have occurred, the Third Amendment Closing Date, and (ii) upon the occurrence of the Amendment No. 7 Effective Date and thereafter, the Amendment No. 7 Effective Date, or such other date as the parties hereto may agree in writing.

4.             The provisions of Sections 2 through 3 and Sections 5 and 9 of this Third Amendment shall not become effective until the Bank has received the following, each in form and substance acceptable to the Bank:

(a)this Third Amendment, duly executed by the Borrower and the Bank;

(b)payment of all fees and expenses owed to the Bank and the Bank’s counsel in connection with this Third Amendment;

(c)the documents listed in the Preliminary Closing Checklist set forth on Exhibit A attached hereto and made a part hereof; and

(d)such other documents as may be reasonably requested by the Bank.

5.             Section 6.08 [Merger; Consolidation] of the Loan Agreement provides, among other things that the Borrower shall not merge or agree to merge with or into or consolidate with any other Person without the prior written consent of the Bank, except so long as no Default or Event of Default has occurred and is continuing or would be created thereby, solely for the purpose of redomestication within a state of the United States so long as the successor complies with any and all applicable notice requirements in connection with such redomestication under the Existing Loan Agreements, as applicable, and takes such action as may be necessary to ensure that the Collateral is at all times subject to a first-priority Lien in favor of the Bank.  The Borrower has advised the Bank that:  (i) the Borrower intends to enter into, among other documents and instruments related thereto, a certain Plan of Merger substantially in the form delivered by the Borrower to the Bank prior to the date hereof, by and among the Borrower, Valley Quarries, Inc., a Pennsylvania corporation (“Valley Quarries”), and Martin Limestone, Inc., a Pennsylvania corporation (“Martin Limestone”) (Valley Quarries and Martin Limestone are, collectively, the “Merging Companies”), pursuant to which, among other things, the Merging Companies will be merged with and into the Borrower with the Borrower continuing to exist as the surviving corporation (the foregoing, collectively, the “Mergers”).  The Mergers are prohibited by Section 6.08.  Notwithstanding the foregoing prohibition, the Borrower has

2

requested that the Bank consent to the Mergers.  Accordingly, the Bank hereby consents to the Mergers.

6.             The Borrower hereby reconfirms and reaffirms all representations and warranties, agreements and covenants made by and pursuant to the terms and conditions of the Loan Agreement and the other Loan Documents, except as such representations and warranties, agreements and covenants may have heretofore been amended, modified or waived in writing in accordance with the Loan Agreement and the other Loan Documents, and except any such representations or warranties made as of a specific date or time, which shall have been true and correct in all material respects as of such date or time.

7.             The Borrower acknowledges and agrees that each and every document, instrument or agreement which at any time has secured or will secure payment of the Debt including, but not limited to, the Loan Agreement, the Security Agreement and all applicable UCC-1 financing statements and other similar instruments executed and recorded with respect thereto continue to secure prompt payment when due of the Debt.

8.             The Borrower hereby represents and warrants to the Bank that (i) the Borrower has the legal power and authority to execute and deliver this Third Amendment; (ii) the officers of the Borrower executing this Third Amendment have been duly authorized to execute and deliver the same and bind the Borrower with respect to the provisions hereof; (iii) the execution and delivery hereof by the Borrower and the performance and observance by the Borrower of the provisions hereof and of the Loan Agreement and all documents executed or to be executed therewith, do not violate or conflict with the organizational documents of the Borrower or any law applicable to the Borrower or result in a breach of any provision of or constitute a default under any other agreement, instrument or document binding upon or enforceable against the Borrower and (iv) this Third Amendment, the Loan Agreement and the documents executed or to be executed by the Borrower in connection herewith m therewith constitute valid and binding obligations of the Borrower in every respect, enforceable in accordance with their respective terms.

9.             Pursuant to Section 5.15 [Financial Covenants] of the Loan Agreement, the Borrower covenants to any and all financial covenants which maybe set forth in Article 6 of the Existing First Lien Credit Agreement (including, without limitation, those financial covenants set forth in Sections 6.1 [Net Worth], 6.2 [Fixed Charge Coverage Ratio], 6.3 [Total Leverage Ratio], 6.4 [Limitation on Capital Expenditures], 6.5 [Limitation on Operating Lease Expense] and 6.6 [Additional Provisions Respecting Calculation of Financial Covenants] of the Existing First Lien Credit Agreement), which were collectively incorporated in the Loan Agreement by reference as if set forth therein at length.  The Borrower has informed the Bank that the Borrower failed to maintain compliance with each of (a) the Total Leverage Ratio and (b) the EBITDA Leverage Ratio for the quarter ended May 31, 2010.  As a result of the foregoing, an Event of Default has occurred under Section 7.01 (d) of the Loan Agreement (the “Financial Covenant Default”).  Notwithstanding the foregoing, the Borrower has requested that the Bank waive the Financial Covenant Default.   Please be advised that the Bank hereby waives the Financial Covenant Default and any right to impose any default rate of interest as a result of such Financial Covenant Default.

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10.           The Borrower represents and warrants that (i) other than the Financial Covenant Default described and waived in Section 9, no Event of Default exists under the Loan Agreement or the other Loan Documents, nor will any occur as a result of the execution and delivery of this Third Amendment or the performance or observance of any provision hereof; and (ii) the Borrower presently has no claims or actions of any kind at law or in equity against the Bank arising out of or in any way relating to the Loan Agreement or the other Loan Documents.

11.           Each reference to the Loan Agreement that is made in the Loan Agreement or any other document executed or to be executed in connection therewith shall hereafter be construed as a reference to the Loan Agreement as amended hereby.

12.           The agreements, consent and waiver contained in this Third Amendment are limited to the specific agreements, consent and waiver made herein.  Except as amended hereby, all of the terms and conditions of the Loan Agreement shall remain in full force and effect.  This Third Amendment amends the Loan Agreement and is not a novation thereof.

13.           This Third Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts each of which, when so executed, shall be deemed to be an original, but all such counterparts shall constitute but one and the same instrument.

14.           This Third Amendment shall be governed by, and shall be construed and enforced in accordance with, the laws of the Commonwealth of Pennsylvania (without regard to any conflict of law principles thereof).  Each of the parties hereto hereby consent to the nonexclusive jurisdiction of any Pennsylvania state court or federal court of the United States sitting in Allegheny County, Pennsylvania, and any appellate court from any thereof, in respect of actions brought against any such party as a defendant, with respect to any suit arising out of or mentioning this Third Amendment and hereby waives any right to which it may be entitled on account of place of residence or domicile.

[INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto, have caused this Third Amendment to be duly executed by their duly authorized officers the day and year first above written, as an instrument under seal.

ATTEST/WITNESS:			New Enterprise Stone & Lime Co., Inc.
By:	/s/ Thomas G. Frye	(SEAL)	By:	/s/ Paul I. Detwiler, III	(SEAL)
Name:	Thomas G. Frye		Name:	Paul I. Detwiler, III
Title:	Assistant Secretary		Title:	Executive Vice President
			Citizens Bank of Pennsylvania
			By:
				Benjamin K. Ditson, Vice President

IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto, have caused this Third Amendment to be duly executed by their duly authorized officers the day and year first above written, as an instrument under seal.

ATTEST/WITNESS:		New Enterprise Stone & Lime Co., Inc.
By:	(SEAL)	By:		(SEAL)
Name:		Name:
Title:		Title:
		Citizens Bank of Pennsylvania
		By:	/s/ Benjamin K. Ditson
			Benjamin K. Ditson, Vice President

ACKNOWLEDGMENT

COMMONWEALTH OF PENNSYLVANIA	)
	)	SS:
COUNTY OF BEDFORD	)

On this 30th day of July, 2010, before me, a Notary Public, personally appeared Paul I. Detwiler, III, who acknowledged himself to be the Executive Vice President of New Enterprise Stone & Lime Co., Inc., a Delaware corporation (the “Company”), and that he as such officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing his name, as Exec. Vice President of and on behalf of the Company.

IN WITNESS WHEREOF, I hereunto set my hand and affix my seal.

	/s/ Kelly M. Burtnett
	Notary Public
My Commission Expires:  April 16, 2013	Commonwealth of Pennsylvania
	Notarial Seal
[SEAL]	Kelly M. Burtnett, Notary Public
	South Woodbury Twp., Bedford County
	My Commission Expires April 16, 2013
	Member, Pennsylvania Association of Notaries

EXHIBIT A

PRELIMINARY CLOSING CHECKLIST

[See Attached]

NOTICE OF WAIVER OF RIGHTS REGARDING
WARRANTS OF ATTORNEY, EXECUTION RIGHTS, AND
WAIVER OF RIGHTS TO PRIOR NOTICE AND JUDICIAL HEARING

Borrower:	New Enterprise Stone & Lime Co., Inc., a Delaware corporation
Transaction:	Third amendment to Eight Million Four Hundred Fifty Thousand Seven Hundred Fifty-Two and 48/100 Dollars ($8,450,752.48) term loan credit facility provided to the Borrower by Citizens Bank of Pennsylvania (the “Bank”)
Closing Date:	July 30, 2010

This NOTICE AND WAIVER (“Notice and Waiver”) of rights is being given to you by the Bank in connection with the above-described credit transaction.  IT IS IMPORTANT THAT YOU CAREFULLY READ AND UNDERSTAND THIS DOCUMENT.  WHEN YOU SIGN YOUR NAME IN THE SPACE PROVIDED BELOW YOU ARE ACKNOWLEDGING AND REPRESENTING TO THE BANK THAT YOU HAVE READ AND UNDERSTAND THE CONTENTS OF THIS DOCUMENT.

You will be executing and delivering to the Bank an agreement and/or other loan documents (collectively, the “Loan Documents”) which grant to the Bank, among other things, the power and authority to enter JUDGMENT BY CONFESSION against you, and to exercise rights of execution, levy, garnishment, seizure of your property and the like.  Other than notices required under the Loan Documents, these rights and powers may be exercised by the Bank without giving you any prior notice of their intention to do so.  In addition, these powers and rights may be exercised without a prior hearing of any nature.

By executing and delivering this Notice and Waiver, you knowingly, voluntarily, and intelligently waive your rights to prior notice (except for notice required under the specific terms of the Loan Documents, if any) and a hearing or other judicial proceedings to determine your rights and liabilities in connection with the Loan Documents.  By signing this Notice and Waiver, you acknowledge that you understand that the Bank may obtain a judgment against any one or more of you, and execute upon and seize forthwith your property and assets without the opportunity to raise any defense, set-off, counterclaim or other claim that you may have.  You knowingly, voluntarily, and intelligently waive your rights to any prior notice (except for notice required under the specific terms of the Loan Documents, if any) or judicial determination as a material part of the consideration for this transaction and in order to induce the Bank to enter into this transaction.

You acknowledge and represent that you have consulted (or have had an opportunity to consult) with legal counsel of your choice, and with such other experts and advisors as you deem necessary, in connection with the execution and delivery of the Loan Documents (including, without limitation, the provisions of the Loan Documents authorizing the confession of judgment and the execution upon and seizure of your property and assets without the opportunity for prior notice or judicial determination of any nature).

This Notice and Waiver may be executed in any number of counterparts and by the different parties to this Notice and Waiver on separate counterparts each of which, when so executed, will be deemed an original, but all such counterparts will constitute but one and the same instrument.

[INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, and intending to be legally bound, the undersigned has executed this Notice and Waiver on the day and year written above, as an instrument under seal.

ATTEST/WITNESS:			New Enterprise Stone & Lime Co., Inc.
By:	/s/ Thomas G. Frye	(SEAL)	By:	/s/ Paul I. Detwiler, III	(SEAL)
Name:	Thomas G. Frye		Name:	Paul I. Detwiler, III
Title:	Assistant Secretary		Title:	Executive Vice President

EX-10.18

Exhibit 10.18

FOURTH AMENDMENT TO
LOAN AGREEMENT

Fourth Amendment to Loan Agreement, dated May 18, 2011, by and between New Enterprise Stone & Lime Co., Inc., a Delaware corporation (the “Borrower”), and Citizens Bank of Pennsylvania (the “Bank”) (the “Fourth Amendment”).

WITNESSETH:

WHEREAS, the Borrower and the Bank entered into that certain Loan Agreement, dated September 30, 2009, as amended by that certain: (i) First Amendment to Loan Agreement, dated May 27, 2010, by and between the Borrower and the Bank; (ii) Second Amendment to Loan Agreement, dated June 23, 2010, by and between the Borrower and the Bank; and (iii) Third Amendment to Loan Agreement, dated July 30, 2010, by and between the Borrower and the Bank (as further amended, modified, supplemented or restated from time to time, the “Loan Agreement”); and

WHEREAS, the Borrower and the Bank desire to amend certain provisions of the Loan Agreement pursuant to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

1.All capitalized terms used herein which are defined in the Loan Agreement shall have the same meaning herein as in the Loan Agreement unless the context clearly indicates otherwise.

2.Section 1.01 of the Loan Agreement is hereby amended by adding the following definitions in their proper alphabetical order:

“Fourth Amendment Closing Date” shall mean May 18, 2011 or such other date as the parties hereto may agree in writing.

3.Section 1.01 of the Loan Agreement is hereby amended to delete the following definitions in their entirety and to insert in their stead the following:

“Capital Expenditure” shall have the meaning set forth in the Existing First Lien Credit Agreement as it exists on the Fourth Amendment Closing Date.

“Existing First Lien Credit Agreement” shall mean that certain Second Amended and Restated Credit Agreement, dated as of January 11, 2008, by and among the Borrower, the financial institutions party thereto and the Agent party thereto, as amended from time to time prior to the Fourth Amendment Closing Date.

“Permitted Acquisition” shall have the meaning set forth in the Existing First Lien Credit Agreement as it exists on the Fourth Amendment Closing Date.

4.Section 5.15 of the Loan Agreement is hereby deleted in its entirety and in its stead is inserted the following:

5.15Financial Covenants.

The Borrower hereby covenants to any and all financial covenants which may be set forth in Article 6 of the Existing First Lien Credit Agreement (including, without limitation, those financial covenants set forth in Sections 6.1 [Net Worth], 6.2 [Fixed Charge Coverage Ratio], 6.3 [Total Leverage Ratio], 6.4 [Limitation on Capital Expenditures], 6.5 [Limitation on Operating Lease Expense] and 6.6 [Additional Provisions Respecting Calculation of Financial Covenants] of the Existing First Lien Credit Agreement), which are hereby collectively incorporated herein by this reference as if set forth herein at length, as such covenants exist on the Fourth Amendment Closing Date (collectively, the “Incorporated Provisions”).  Any defined terms appearing in such Incorporated Provisions shall have the meanings ascribed to such terms in the Existing First Lien Credit Agreement, as it exists on the Fourth Amendment Closing Date.  Any amendment or other modification of such Incorporated Provisions or any related defined terms shall not constitute an amendment to this Agreement without the express written agreement of the Bank that any such amendment or other modification shall constitute an amendment to this Agreement.  If a Termination occurs, all of the Incorporated Provisions and all related defined terms shall survive the Termination and shall continue in full force and effect as part of this Agreement; provided that at any time after a Termination, the Borrower shall, upon the Bank’s request, execute and deliver to the Bank a supplement or amendment to this Agreement, which supplement or amendment shall expressly incorporate into this Agreement all or any number of the Incorporated Provisions of the terminated Existing First Lien Credit Agreement

5.Section 6.09(a) of the Loan Agreement is hereby deleted in its entirety and in its stead is inserted the following:

(a)[Reserved].

6.Section 6.09(b) of the Loan Agreement is hereby deleted in its entirety and in its stead is inserted the following:

(b)[Reserved].

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7.The provisions of Sections 2 through 6 of this Fourth Amendment shall not become effective until the Bank has received the following, each in form and substance acceptable to the Bank:

(a)this Fourth Amendment, duly executed by the Borrower and the Bank;

(b)payment of all fees and expenses owed to the Bank and the Bank’s counsel in connection with this Fourth Amendment;

(c)the documents listed in the Preliminary Closing Checklist set forth on Exhibit A attached hereto and made a part hereof; and

(d)such other documents as may be reasonably requested by the Bank.

8.The Borrower hereby reconfirms and reaffirms all representations and warranties, agreements and covenants made by and pursuant to the terms and conditions of the Loan Agreement and the other Loan Documents, except as such representations and warranties, agreements and covenants may have heretofore been amended, modified or waived in writing in accordance with the Loan Agreement and the other Loan Documents, and except any such representations or warranties made as of a specific date or time, which shall have been true and correct in all material respects as of such date or time.

9.The Borrower acknowledges and agrees that each and every document, instrument or agreement which at any time has secured or will secure payment of the Debt including, but not limited to, the Loan Agreement, the Security Agreement and all applicable UCC-1 financing statements and other similar instruments executed and recorded with respect thereto continue to secure prompt payment when due of the Debt.

10.The Borrower hereby represents and warrants to the Bank that (i) the Borrower has the legal power and authority to execute and deliver this Fourth Amendment; (ii) the officers of the Borrower executing this Fourth Amendment have been duly authorized to execute and deliver the same and bind the Borrower with respect to the provisions hereof; (iii) the execution and delivery hereof by the Borrower and the performance and observance by the Borrower of the provisions hereof and of the Loan Agreement and all documents executed or to be executed therewith, do not violate or conflict with the organizational documents of the Borrower or any law applicable to the Borrower or result in a breach of any provision of or constitute a default under any other agreement, instrument or document binding upon or enforceable against the Borrower and (iv) this Fourth Amendment, the Loan Agreement and the documents executed or to be executed by the Borrower in connection herewith or therewith constitute valid and binding obligations of the Borrower in every respect, enforceable in accordance with their respective terms.

11.The Borrower represents and warrants that (i) no Event of Default exists under the Loan Agreement or the other Loan Documents, nor will any occur as a result of the

3

execution and delivery of this Fourth Amendment or the performance or observance of any provision hereof; and (ii) the Borrower presently has no claims or actions of any kind at law or in equity against the Bank arising out of or in any way relating to the Loan Agreement or the other Loan Documents.

12.Each reference to the Loan Agreement that is made in the Loan Agreement or any other document executed or to be executed in connection therewith shall hereafter be construed as a reference to the Loan Agreement as amended hereby.

13.The agreements, consent and waiver contained in this Fourth Amendment are limited to the specific agreements, consent and waiver made herein.  Except as amended hereby, all of the terms and conditions of the Loan Agreement shall remain in full force and effect.  This Fourth Amendment amends the Loan Agreement and is not a novation thereof.

14.This Fourth Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts each of which, when so executed, shall be deemed to be an original, but all such counterparts shall constitute but one and the same instrument.

15.This Fourth Amendment shall be governed by, and shall be construed and enforced in accordance with, the laws of the Commonwealth of Pennsylvania (without regard to any conflict of law principles thereof).  Each of the parties hereto hereby consent to the nonexclusive jurisdiction of any Pennsylvania state court or federal court of the United States sitting in Allegheny County, Pennsylvania, and any appellate court from any thereof, in respect of actions brought against any such party as a defendant, with respect to any suit arising out of or mentioning this Fourth Amendment and hereby waives any right to which it may be entitled on account of place of residence or domicile.

[INTENTIONALLY LEFT BLANK]

4

IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto, have caused this Fourth Amendment to be duly executed by their duly authorized officers the day and year first above written, as an instrument under seal.

ATTEST:				New Enterprise Stone & Lime Co., Inc.
By:	/s/ Thomas G. Frye		(SEAL)	By:	/s/ Paul I. Detwiler, III		(SEAL)
	Name:	Thomas G. Frye			Name:	Paul I. Detwiler, III
	Title:	Assistant Secretary			Title:	Executive Vice President
				Citizens Bank of Pennsylvania
				By:
					Joseph F. King, Senior Vice President

5

IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto, have caused this Fourth Amendment to be duly executed by their duly authorized officers the day and year first above written, as an instrument under seal.

ATTEST:				New Enterprise Stone & Lime Co., Inc.
By:			(SEAL)	By:			(SEAL)
	Name:	Thomas G. Frye			Name:	Paul I. Detwiler, III
	Title:	Assistant Secretary			Title:	Executive Vice President
				Citizens Bank of Pennsylvania
				By:	/s/ Joseph F. King
					Joseph F. King, Senior Vice President

6

ACKNOWLEDGMENT

COMMONWEALTH OF PENNSYLVANIA	)
	)          SS.
COUNTY OF BEDFORD	)

On this 20 day of May, 2011, before me, a Notary Public, personally appeared Paul I. Detwiler, III who acknowledged himself to be the Exec. Vice President of New Enterprise Stone & Lime Co., Inc., a Delaware corporation (the “Company”), and that he as such officer, being authorized to do so, executed ?the foregoing instrument for the purposes therein contained by signing his name as Exec. Vice President and on behalf of the Company.

IN WITNESS WHEREOF, I hereunto set my hand and affix my seal.

	/s/ Kelly M. Burtnett-Myers
	Notary Public
My Commission Expires: April 16, 2013
[SEAL]	Commonwealth of Pennsylvania
	Notorial Seal
	Kelly M. Burtnett-Myers, Notary Public
	South Woodbury Twp., Bedford County
	My Commission Expires April 16, 2013
	Member, Pennsylvania Association of Notaries

EX-10.19

Exhibit 10.19

FIFTH AMENDMENT TO
LOAN AGREEMENT

Fifth Amendment to Loan Agreement, dated July 18, 2011, by and between New Enterprise Stone & Lime Co., Inc., a Delaware corporation (the “Borrower”), and Citizens Bank of Pennsylvania (the “Bank”) (the “Fifth Amendment”).

WITNESSETH:

WHEREAS, the Borrower and the Bank entered into that certain Loan Agreement, dated September 30, 2009, as amended by that certain: (i) First Amendment to Loan Agreement, dated May 27, 2010, by and between the Borrower and the Bank; (ii) Second Amendment to Loan Agreement, dated June 23, 2010, by and between the Borrower and the Bank; (iii) Third Amendment to Loan Agreement, dated July 30, 2010, by and between the Borrower and the Bank; and (iv) Fourth Amendment to Loan Agreement, dated May 18, 2011, by and between the Borrower and the Bank (as further amended, modified, supplemented or restated from time to time, the “Loan Agreement”); and

WHEREAS, the Borrower and the Bank desire to amend certain provisions of the Loan Agreement pursuant to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

1.All capitalized terms used herein which are defined in the Loan Agreement shall have the same meaning herein as in the Loan Agreement unless the context clearly indicates otherwise.

2.Section 6.02(h) of the Loan Agreement is hereby deleted in its entirety and in its stead is inserted the following:

(h)unsecured Indebtedness (other than any unsecured Indebtedness otherwise described in this Section 6.02) in an aggregate outstanding principal amount not exceeding $20,000,000 at any time so long as such Indebtedness does not have covenants or defaults that are more restrictive than those set forth in this Agreement;

3.The provisions of Section 2 of this Fifth Amendment shall not become effective until the Bank has received the following, each in form and substance acceptable to the Bank:

(a)this Fifth Amendment, duly executed by the Borrower and the Bank;

(b)payment of all fees and expenses owed to the Bank and the Bank’s counsel in connection with this Fifth Amendment;

(c)the documents listed in the Preliminary Closing Checklist set forth on Exhibit A attached hereto and made a part hereof; and

(d)such other documents as may be reasonably requested by the Bank.

4.The Borrower hereby reconfirms and reaffirms all representations and warranties, agreements and covenants made by and pursuant to the terms and conditions of the Loan Agreement and the other Loan Documents, except as such representations and warranties, agreements and covenants may have heretofore been amended, modified or waived in writing in accordance with the Loan Agreement and the other Loan Documents, and except any such representations or warranties made as of a specific date or time, which shall have been true and correct in all material respects as of such date or time.

5.The Borrower acknowledges and agrees that each and every document, instrument or agreement which at any time has secured or will secure payment of the Debt including, but not limited to, the Loan Agreement, the Security Agreement and all applicable UCC-1 financing statements and other similar instruments executed and recorded with respect thereto continue to secure prompt payment when due of the Debt.

6.The Borrower hereby represents and warrants to the Bank that (i) the Borrower has the legal power and authority to execute and deliver this Fifth Amendment; (ii) the officers of the Borrower executing this Fifth Amendment have been duly authorized to execute and deliver the same and bind the Borrower with respect to the provisions hereof; (iii) the execution and delivery hereof by the Borrower and the performance and observance by the Borrower of the provisions hereof and of the Loan Agreement and all documents executed or to be executed therewith, do not violate or conflict with the organizational documents of the Borrower or any law applicable to the Borrower or result in a breach of any provision of or constitute a default under any other agreement, instrument or document binding upon or enforceable against the Borrower and (iv) this Fifth Amendment, the Loan Agreement and the documents executed or to be executed by the Borrower in connection herewith or therewith constitute valid and binding obligations of the Borrower in every respect, enforceable in accordance with their respective terms.

7.The Borrower represents and warrants that (i) no Event of Default exists under the Loan Agreement or the other Loan Documents, nor will any occur as a result of the execution and delivery of this Fifth Amendment or the performance or observance of any provision hereof; and (ii) the Borrower presently has no claims or actions of any kind at law or in equity against the Bank arising out of or in any way relating to the Loan Agreement or the other Loan Documents.

8.Each reference to the Loan Agreement that is made in the Loan Agreement or any other document executed or to be executed in connection therewith shall hereafter be construed as a reference to the Loan Agreement as amended hereby.

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9.The agreements, consent and waiver contained in this Fifth Amendment are limited to the specific agreements, consent and waiver made herein.  Except as amended hereby, all of the terms and conditions of the Loan Agreement shall remain in full force and effect.  This Fifth Amendment amends the Loan Agreement and is not a novation thereof.

10.This Fifth Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts each of which, when so executed, shall be deemed to be an original, but all such counterparts shall constitute but one and the same instrument.

11.This Fifth Amendment shall be governed by, and shall be construed and enforced in accordance with, the laws of the Commonwealth of Pennsylvania (without regard to any conflict of law principles thereof).  Each of the parties hereto hereby consent to the nonexclusive jurisdiction of any Pennsylvania state court or federal court of the United States sitting in Allegheny County, Pennsylvania, and any appellate court from any thereof, in respect of actions brought against any such party as a defendant, with respect to any suit arising out of or mentioning this Fifth Amendment and hereby waives any right to which it may be entitled on account of place of residence or domicile.

[INTENTIONALLY LEFT BLANK]

3

IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto, have caused this Fifth Amendment to be duly executed by their duly authorized officers the day and year first above written, as an instrument under seal.

ATTEST:				New Enterprise Stone & Lime Co., Inc.
By:	/s/ Thomas G. Frye		(SEAL)	By:	/s/ Paul I. Detwiler, III		(SEAL)
	Name:	Thomas G. Frye			Name:	Paul I. Detwiler, III
	Title:	Assistant Secretary			Title:	Executive Vice President
				Citizens Bank of Pennsylvania
				By:
					Joseph F. King, Senior Vice President

4

IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto, have caused this Fifth Amendment to be duly executed by their duly authorized officers the day and year first above written, as an instrument under seal.

ATTEST:			New Enterprise Stone & Lime Co., Inc.
By:		(SEAL)	By:		(SEAL)
	Name:			Name:
	Title:			Title:
			Citizens Bank of Pennsylvania
			By:	/s/ Joseph F. King
				Joseph F. King, Senior Vice President

5

ACKNOWLEDGMENT

COMMONWEALTH OF PENNSYLVANIA	)
	)	SS.
COUNTY OF BEDFORD	)

On this 18 day of July, 2011, before me, a Notary Public, personally appeared Paul I. Detwiler, III , who acknowledged himself to be the President of New Enterprise Stone & Lime Co., Inc., a Delaware corporation (the “Company”), and that he as such officer, being authorized to do so, executed ?the foregoing instrument for the purposes therein contained by signing his name as President and on behalf of the Company.

IN WITNESS WHEREOF, I hereunto set my hand and affix my seal.

/s/ Kelly M. Burtnett-Myers

Notary Public

My Commission Expires: April 16, 2013

[SEAL]	Commonwealth of Pennsylvania
	Notorial Seal
	Kelly M. Burtnett-Myers, Notary Public
	South Woodbury Twp., Bedford County
	My Commission Expires April 16, 2013
	Member, Pennsylvania Association of Notaries

EX-10.20

Exhibit 10.20

LOAN AGREEMENT

Dated as of September 1,1998

by and between

BERKS COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY

and

STABLER COMPANIES INC.

Relating to Berks County Industrial Development Authority
$6,000,000 Variable Rate
Demand/Fixed Rate Revenue Bonds
(Stabler Companies Inc.  Project)
Series of 1998

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS		3
SECTION 1.01	Definitions	3
SECTION 1.02	Content of Certificates and Opinions	3
SECTION 1.03	Time of Day	3
SECTION 1.04	Interpretation	4
ARTICLE II THE LOAN; USE OF PROCEEDS		5
SECTION 2.01	Loan of Funds to the Company	5
SECTION 2.02	Use of Proceeds	5
SECTION 2.03	Establishment of Project Completion Date	5
ARTICLE III PAYMENT PROVISIONS		7
SECTION 3.01	Agreement to Repay Loan; Credit for Letter of Credit Draws; Rebate Fund Payments	7
SECTION 3.02	Letter of Credit	7
SECTION 3.03	Loan Payments	7
SECTION 3.04	Additional Payments: Taxes; Utility Charges	8
SECTION 3.05	Acceleration of Payment to Redeem Bonds	9
SECTION 3.06	All Payments to be Net: No Defense or Set-Off Against Loan Payments	10
ARTICLE IV COMPANY OBLIGATIONS		11
SECTION 4.01	General Obligation of the Company	11
SECTION 4.02	Maintenance and Operation of the Project Facilities	11
SECTION 4.03	Maintenance of Existence	11
SECTION 4.04	Compliance with Laws	11
SECTION 4.05	Notice of Bankruptcy Case Commencement	11
SECTION 4.06	Letter of Credit	12
SECTION 4.07	Substitute Letter of Credit	12
SECTION 4.08	Indemnification of Authority and Trustee, Etc.	13
ARTICLE V THE PROJECT FACILITIES		16
SECTION 5.01	Completion of Project	16
SECTION 5.02	Use of Project Facilities	16
SECTION 5.03	Prohibited Uses	17
SECTION 5.04	Changes in Scope of Project	18
ARTICLE VI INSURANCE; DESTRUCTION, DAMAGE, EMINENT DOMAIN		19
SECTION 6.01	Insurance to be Maintained	19
SECTION 6.02	Destruction, Damage and Eminent Domain	19
SECTION 6.03	Notice of Property Damage, Loss or Taking	19
SECTION 6.04	Disposition of Casualty Insurance and Condemnation Award Proceeds	19

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		Page
ARTICLE VII ADDITIONAL REPRESENTATIONS AND COVENANTS OF THE COMPANY		21
SECTION 7.01	Compliance with Law	21
SECTION 7.02	Power to Perform Obligations	21
SECTION 7.03	Inspection	22
SECTION 7.04	Additional Information	22
SECTION 7.05	Nondiscrimination	22
SECTION 7.06	Preservation of the Tax-Exempt Status of Bonds	23
SECTION 7.07	Hazardous Substances	24
SECTION 7.08	Litigation	25
SECTION 7.09	Tax Filings	25
SECTION 7.10	No Existing Defaults	25
SECTION 7.11	No Material Misstatements or Omissions	25
SECTION 7.12	Inducement to Company	26
SECTION 7.13	Cooperation with Trustee	26
SECTION 7.14	Authority is Conduit Issuer; Company is Real Party in Interest; Covenant Not to Sue	26
SECTION 7.15	Bank Consent Required	27
ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES		28
SECTION 8.01	Events of Default	28
SECTION 8.02	Acceleration	28
SECTION 8.03	Payment of Loan Payments on Default; Suit Therefor	29
SECTION 8.04	Other Remedies	30
SECTION 8.05	Waiver	30
SECTION 8.06	Cumulative Rights	30
SECTION 8.07	No Exercise of Remedies Without Consent of Bank	30
SECTION 8.08	Determination of Taxability Not a Default	30
ARTICLE IX OPTIONS TO TERMINATE AGREEMENT		31
SECTION 9.01	Option to Terminate Upon Defeasance	31
SECTION 9.02	Option to Terminate Upon the Occurrence of Certain Events	31
ARTICLE X MISCELLANEOUS		33
SECTION 10.01	Approval of Indenture	33
SECTION 10.02	Taxes and Insurance; Rights of Authority to Pay	33
SECTION 10.03	Illegal Provisions Disregarded	33
SECTION 10.04	Limitation of Liability of the Authority	33
SECTION 10.05	No Recourse as to Authority Officers, Etc.	34
SECTION 10.06	Reference to Statute or Regulation	34
SECTION 10.07	Notices	34
SECTION 10.08	Applicable Law	36
SECTION 10.09	Amendments	36
SECTION 10.10	Term of Agreement; Disposition of Remaining Money	36
SECTION 10.11	Assignment of Authority’s Rights	37
SECTION 10.12	Assignment by Company	37

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		Page
SECTION 10.13	Survival of Covenants, Conditions and Representations	37
SECTION 10.14	Headings	38
SECTION 10.15	Multiple Counterparts	38
SECTION 10.16	Consent of Authority	38
SECTION 10.17	Covenants for Benefit of Bondholders and Bank	38

iii

THIS LOAN AGREEMENT, dated as of September 1, 1998 (the “Agreement”), is by and between Berks County Industrial Development Authority (the “Authority”), a body corporate and politic and a public instrumentality of the Commonwealth of Pennsylvania organized and existing under the Act (which capitalized term and all other capitalized terms and phrases used in this Agreement, including the following recitals, shall have the meanings set forth in Article I hereof) and Stabler Companies Inc. (the “Company”), a Pennsylvania corporation.

WITNESSETH:

WHEREAS, the Authority is authorized under the Act to acquire, hold, construct, improve, maintain, own, finance, lease in the capacity of lessor or lessee, or sell industrial, commercial and other projects for the public purpose of alleviating unemployment, maintaining employment at a high level and creating and developing business opportunities, by the construction, improvement, rehabilitation, revitalization and financing of industrial, commercial and specialized facilities in the Commonwealth; and

WHEREAS, the Authority, to accomplish the purposes of the Act, is empowered to extend credit to such employment promoting enterprises in the name of the Authority and in such manner as it may deem proper, for such consideration and upon such terms and conditions as the Authority shall deem reasonable; and

WHEREAS, the Company has requested that the Authority provide a portion of the funds to finance the Project; and

WHEREAS, the Authority has determined that it shall undertake the financing of the Project pursuant to the provisions and requirements of the Act; and

WHEREAS, the Authority has, by resolution of its Board duly adopted on June 8 1998, (the “Resolution”), authorized issuance of its Variable Rate Demand/Fixed Rate Revenue Bonds (Stabler Companies Inc.  Project), Series of 1998, in the aggregate principal amount of $6,000,000 (the “Bonds”), pursuant to the terms and provisions of a Trust Indenture, dated as of September 1, 1998 (which, together with all amendments and supplements thereto made in accordance with the terms thereof and of this Agreement, is herein referred to as the “Indenture”), between the Authority and Dauphin Deposit Bank and Trust Company, Harrisburg, Pennsylvania (which, together with its successors in the trust under the Indenture, is herein referred to as the “Trustee”), as trustee, for the purpose of financing a portion of the costs of the Project; and

WHEREAS, under the provisions of this Agreement the Authority will make a loan in the amount of $6,000,000 (the “Loan”) to the Company in connection with the Project, but only from the proceeds of the Bonds, and the Company will agree, among other things, to repay the Loan by making certain loan payments to the Authority, all as set forth herein, such loan payments to be made at times and in amounts sufficient to provide for the full and timely payment of the principal, interest, purchase price and redemption price of the Bonds as the same become due and payable upon maturity, optional redemption, sinking fund redemption, tender for purchase or acceleration upon an event of default; and

WHEREAS, the Company has caused The First National Bank of Maryland to deliver an irrevocable letter of credit to the Trustee, under which the Trustee shall draw funds with which to pay the principal, interest, purchase price and redemption price of the Bonds as the same become due and payable upon maturity, redemption, tender for purchase or acceleration upon an event of default, all as more fully set forth in the Indenture and in the Bonds; and

WHEREAS, under the Indenture the Trustee has agreed to draw on the Letter of Credit at such times and in such amounts as shall be sufficient to pay when due the principal, interest, purchase price and redemption price of the Bonds and to credit all draws honored under the Letter of Credit against the Company’s obligation to make installment payments under this Agreement in respect thereof; and

WHEREAS, the Company shall reimburse the Bank for all amounts drawn under the Letter of Credit pursuant to the Letter of Credit Agreement; and

WHEREAS, the Authority has determined to assign, transfer and pledge unto the Trustee, as trustee under the Indenture, all right, title and interest of the Authority in and to this Agreement and all sums payable hereunder, except the Unassigned Authority’s Rights; and

WHEREAS, the execution and delivery of this Agreement and the Indenture, and the issuance of the Bonds under the Act, have been in all respects duly and validly authorized by the Resolution of the Authority; and

WHEREAS, the Authority and the Company desire to enter into this Agreement to set forth the terms and conditions upon which the Authority will make the Loan and the Company shall repay the Loan.

NOW, THEREFORE, in consideration of the above premises and of the mutual covenants hereinafter contained, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

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ARTICLE I

DEFINITIONS

SECTION 1.01Definitions.  Terms and phrases defined in the recitals to this Agreement shall have the same meanings throughout this Agreement.  Any term or phrase used herein that is defined in the Indenture shall have the meaning assigned to it in the Indenture, unless otherwise defined herein, and for such purposes the definitions set forth in the Indenture are hereby incorporated herein as part hereof.  Without limiting the generality of the foregoing, the phrase “Event of Default” when used in this Agreement shall have the meaning given to such phrase in Article VIII hereof, unless the context shall clearly require otherwise.

SECTION 1.02Content of Certificates and Opinions.  The Authority or the Trustee, as assignee of the Authority, may, but shall not be obligated to, require that every certificate or opinion provided for in this Agreement with respect to compliance with any provision of this Agreement or of the Indenture shall include (1) a statement to the effect that the Person making or giving such certificate or opinion has read such provision and the definitions relating thereto; (2) a brief statement as to the nature and scope of the examination or investigation upon which the certificate or opinion is based; (3) a statement to the effect that such Person has made or caused to be made such examination or investigation as is necessary, in such Person’s opinion, to enable such Person to express an informed opinion with respect to the subject matter referred to in the instrument to which such Person’s signature is affixed; (4) a statement of the assumptions upon which such certificate or opinion is based, and that such assumptions are reasonable; and (5) a statement as to whether, in the opinion of such Person, such provision has been complied with.

Any such certificate or opinion made or given by an officer of the Authority or the Company may be based, insofar as it relates to legal or accounting matters, upon a certificate or opinion of, or representation by, Counsel or an Accountant, unless such officer knows, or in the exercise of reasonable care should have known, that the certificate, opinion or representation with respect to the matters upon which such certificate or statement may be based, as aforesaid, is erroneous.  Any such certificate or opinion made or given by Counsel or an Accountant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Authority or the Company, as the case may be) upon a certificate or opinion of or representation by an officer of the Authority or the Company, unless such Counsel or Accountant knows, or in the exercise of reasonable care should have known, that the certificate, opinion or representation with respect to the matters upon which such person’s certificate or opinion or representation may be based, as aforesaid, is erroneous.  The same officer of the Authority or the Company, or the same Counsel or Accountant, as the case may be, need not certify to all of the matters required to be certified under any provision of this Agreement, but different officers, Counsel or Accountants may certify to different matters.

SECTION 1.03Time of Day.  In this Agreement, all references to any time of the day shall refer to Eastern Standard Time or Eastern Daylight Saving Time, as in effect in the City of New York, New York, on such day, unless otherwise specified.

3

SECTION 1.04Interpretation. SECTION 1.05 Unless the context otherwise indicates, words expressed in the singular shall include the plural and vice versa and the use of the neuter, masculine, or feminine gender is for convenience only and shall be deemed to mean and include the neuter, masculine or feminine gender, as appropriate.

(a)Headings of articles and sections and the table of contents of this Agreement are solely for convenience of reference, do not constitute a part of this Agreement and shall not affect the meaning, construction or effect of this Agreement.

(b)All references herein to “Articles,” “Sections,” and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Agreement; the words “herein,” “hereof,” “hereby,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or subdivision of this Agreement.

(c)Whenever in this Agreement it is required that notice be provided to the Bank or that consent of the Bank be obtained, such provisions shall be effective only when (i) the Letter of Credit is in effect and the Bank is not in default thereunder, (ii) the Bank, in its capacity as provider of the Letter of Credit, is the Holder of any Bonds, or (iii) any amounts are due and owing to the Bank under the Letter of Credit Agreement.

4

ARTICLE II

THE LOAN; USE OF PROCEEDS

SECTION 2.01Loan of Funds to the Company.  The Authority hereby agrees that, simultaneously with the execution and delivery of this Agreement, it will make the Loan to the Company in the amount of $6,000,000, upon the terms and conditions specified herein and in the Indenture, but only out of the proceeds of sale of the Bonds.  Except as otherwise set forth below, the proceeds of the Loan shall be applied to payment of Costs of the Project upon proper requisitions submitted to the Trustee in compliance with the terms and conditions of the Indenture.

The Company hereby acknowledges and agrees that the Bonds have been sold upon terms and conditions which are satisfactory to the Company and that the payment of costs and expenses of issuance of the Bonds, including any underwriter’s discount or placement agent’s fee, in accordance with the terms of the accepted contract for purchase or placement of the Bonds or in accordance with the settlement sheet, order, requisition or other authorization for payment duly signed by an Authority Officer and an Authorized Representative of the Company at the time of delivery of and settlement for the Bonds shall constitute an advance of Loan proceeds.  The Company further agrees that the deposit of proceeds of the Bonds in the Project Fund, from which the Company may requisition money for payment of the Costs of the Project, shall also constitute an advance of Loan proceeds, such that the full amount of $6,000,000 shall be deemed conclusively to have been advanced to the Company by the Authority.

SECTION 2.02Use of Proceeds.  The proceeds of sale of the Bonds, net of any underwriter’s discount or placement agent’s fee, shall be deposited initially by the Trustee in the Clearing Fund established under the Indenture and disbursed and transferred in accordance with the Indenture; any balance transferred to the Project Fund under the Indenture shall be invested in accordance with the terms and provisions of the Indenture (which provides that investment of money therein may be directed by the Company) pending disbursement to pay Costs of the Project upon requisition or requisitions signed by an Authorized Representative of the Company.

The Company covenants and agrees to apply the proceeds of the Loan only for (i) payment of the initial fees of the Bank for the Letter of Credit and Issuance Costs, subject however, to the limitations of Section 147(g) of the Code and (ii) payment of costs of acquisition or construction of the Project that are eligible to be financed with the proceeds of tax-exempt bonds issued as “qualified small-issue bonds” within the meaning of Section 144(a) of the Code.

SECTION 2.03Establishment of Project Completion Date.

(a)The Completion Date shall be evidenced to the Authority and the Trustee by a certificate signed by an Authorized Representative of the Company stating that (i) construction of the Project has been completed and all costs and expenses of labor, services, materials and supplies used in connection with such construction have been paid; (ii) all equipment being acquired as part of the Project with proceeds of the Bonds has been installed, is suitable and sufficient, as so installed, for the operation of the Project Facilities, and all costs and

5

expenses incurred in the acquisition and installation of such equipment have been paid, and (iii) all other items of construction or acquisition constituting part of the Project and all costs and expenses incurred in connection therewith have been paid; provided, however, that such certificate may state that it is given without prejudice to any rights against third parties which exist at the date of such certificate or which may subsequently come into being.  The Company agrees to furnish such certificate to the Authority and the Trustee promptly following completion of the acquisition, construction and equipping of the Project.  If any funds remain in the Project Fund upon the Trustee’s receipt of such certificate, the Trustee shall give the Company an accounting thereof and, upon receipt of proper requisitions, shall pay or reimburse the Company for any Costs of the Project not previously paid or reimbursed from the Project Fund.  All funds remaining in the Project Fund on the thirtieth (30th) day following the Trustee’s receipt of the certificate contemplated by this Subsection (a) (except such funds as shall be required to pay requisitions theretofore submitted to the Trustee and amounts, if any, representing the unspent balance of the Company’s equity contribution to the Project) shall be transferred promptly by the Trustee into the Bond Fund and applied as set forth in Subsection (b) below.

(b)If, after the Trustee receives the certificate described in Subsection (a) above and pays or makes provision for payment of all final requisitions on the Project Fund submitted by or on behalf of the Company, at least ninety-five percent (95%) of the sum of (i) the actual amount of the proceeds received by the Authority from the sale of the Bonds (including any underwriting discount or placement agent’s fee), and (ii) all investment earnings on money in the Project Fund, has not been used (A) for the acquisition, construction, reconstruction or improvement of land or property of a character subject to the allowance for depreciation under the Code, or (B) for payment of amounts which are, for federal income tax purposes, chargeable to the Project’s capital account or would be so chargeable either with a proper election by the Company or but for a proper election by the Company to deduct such amounts, any amount (exclusive of amounts retained by the Trustee in the Project Fund for payment of Costs of the Project not then due and payable) remaining in the Project Fund shall be transferred by the Trustee to a separate sub-account of the Bond Fund and used by the Trustee in accordance with the terms of Section 6.08 of the Indenture.

6

ARTICLE III

PAYMENT PROVISIONS

SECTION 3.01Agreement to Repay Loan; Credit for Letter of Credit Draws; Rebate Fund Payments.

(a)The Company hereby agrees to duly and punctually pay (i) the principal, premium, if any, and interest due and payable on the Bonds, (ii) the purchase price of Bonds tendered for purchase in accordance with the terms thereof and of the Indenture, and (iii) any other amounts due and payable by the Company under this Agreement.  The Company shall be given an immediate credit in the amount of all draws paid to the Trustee under the Letter of Credit against the loan payments due hereunder in respect of the principal, interest, redemption price or purchase price of Bonds.  Any portion of the loan payments due under this Agreement which is not timely paid (upon proper demand under the Letter of Credit by the Trustee) from draws under the Letter of Credit shall be paid to the Trustee directly by the Company as provided in Section 3.03 hereof.  Any other amounts required to be paid under this Agreement shall be paid by the Company to the party entitled to receive same hereunder and in the manner provided for herein.  Loan payments shall be made by the Company with the Company’s funds, except to the extent a credit in respect thereof has been granted pursuant to the terms of this Agreement.  It is the intention of the Authority and the Company that, notwithstanding any other provision of this Agreement, the Authority shall receive funds from the Company under this Agreement at such times and in such amounts as will enable the Authority to meet all of its obligations under the Bonds and the Indenture, including any such obligations surviving the payment of the Bonds and the defeasance of the Indenture.

(b)The Company hereby agrees to pay to the Trustee, from time to time and on or before such date or dates as shall be necessary to comply with Section 6.13 of the Indenture, any and all amounts required to be deposited in the Rebate Fund to pay or provide for the payment or arbitrage rebate with respect to the Bonds to the United States in accordance with Section 148(f) of the Code and applicable regulations.

SECTION 3.02Letter of Credit.  Concurrently with the issuance of the Bonds by the Authority, the Company shall cause the Bank to issue and deliver the Letter of Credit to the Trustee.  Such Letter of Credit shall authorize the Trustee to make draws on the Bank, up to an aggregate stated amount of $6,098,630 of which not more than $6,000,000 shall be in respect of principal on the Bonds and not more than $98,630 shall be in respect of up to fifty (50) days’ interest accrued on the Bonds on or prior to the maturity thereof computed at the Maximum Rate.

SECTION 3.03Loan Payments.  The Company shall pay to the Trustee, as assignee of the Authority, for deposit in the Bond Fund, the following sums on or before the dates specified, and each such payment is herein referred to as a “Loan Payment” or “loan payment”:

(i)On each Interest Payment Date and on| each other date that any payment of principal, premium, if any, or interest is required to be made by the Authority

7

with respect to the Bonds, until the principal of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, in immediately available funds, a sum which, together with any money available for such payment in the Bond Fund, will enable the Trustee to pay the amount due on such date for interest, premium, if any, or principal with respect to the Bonds as provided in the Indenture; provided, however, that the obligation of the Company to make any payment under this clause (i) shall be deemed satisfied and discharged to the extent the Bank shall have:  honored a drawing against the Letter of Credit made by the Trustee with respect to the payment of such amount due with respect to the Bonds.

(ii)On each date that the Purchase Price of Bonds shall be due and payable, such amount as shall be necessary to enable the Tender Agent! to pay the Purchase Price of Bonds duly tendered to it for purchase, all as more particularly described in Sections 5.01, 5.03 and 5.04 of the Indenture; provided, however, that credit shall be given against the obligation equal to the money of the Company to make any payment under this clause (ii) in an amount available for such payment as described in subsection (i) or (ii) of Section 5.05(a) of the Indenture; and provided, further, that the obligation of the Company to make any payment under this clause (ii) shall be deemed satisfied and discharged to the extent the Bank shall have honored a drawing against the Letter of Credit made by the Trustee with respect to the payment of such amount due with respect to the Bonds.

(iii)Additionally, from time to time, the Company shall make such payments as shall be necessary to make up any deficiency in or to fully fund the Project Fund established under the Indenture.

It is understood and agreed that all amounts payable by the Company under this Section have been assigned by the Authority to the Trustee for the benefit of the Owners of the Bonds.  The Company consents to such assignment and agrees to make payment of such amounts, when due, directly to the Trustee at its Designated Office, or at such other office of the Trustee as the Trustee shall direct the Company in writing.

SECTION 3.04Additional Payments:  Taxes; Utility Charges.  As additional consideration for the Loan, the Company agrees to make the following payments (which are herein referred to as the “Additional Payments”):

(a)To the public officers charged with the collection thereof, all taxes (or contributions or payments in lieu thereof), including but not limited to income, profits or property taxes, which may now or hereafter be imposed by the United States of America, any state or municipality or any political subdivision or subdivisions thereof, and all assessments for public improvements or other assessments, levies, license fees, charges for publicly supplied water or sewer services, excises, franchises, imposts and charges, general and special, ordinary and extraordinary (including interest, penalties and all costs resulting from delayed payment of any of the foregoing) of whatever name, nature and kind and whether or not now within the contemplation of the parties hereto and which are now or may hereafter be levied, assessed, charged or imposed or which are or may become a lien upon the payments due under the Agreement, the Project Facilities or the use or occupation thereof, or upon the Company or the Authority (but only to the extent attributable to or properly allocable to the Bonds, this

8

Agreement, the Project or the Project Facilities), or upon any franchises, businesses, transactions, income, earnings and receipts (gross, net or otherwise) of the Company in connection with the Project Facilities, or its earnings, profits or receipts from, or its leasing or subleasing of, the Project Facilities; provided, however, that the Company shall not be required to pay or discharge or cause to be paid or| discharged any tax, assessment, Hen or other matter hereunder so long as the validity thereof is being contested in good faith and by appropriate legal proceedings diligently pursued and the operation of the Project Facilities or the receipt of income therefrom is not adversely affected by reason thereof;

(b)To the Trustee, the Remarketing Agent, the Placement Agent, the Tender Agent and the Bank, the reasonable fees, charges and other expenses of such Persons with respect to the duties assumed and services provided in accordance with the terms of the Indenture, the Remarketing Agreement, the Placement Agreement, the Tender Agent Agreement and the Letter of Credit Agreement;

(c)To such other Persons as may be entitled to the payment of the same, the reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority, the Trustee or the Tender Agent for the preparation of audits, financial statements, reports or opinions required to be made or delivered by the terms of this Agreement or the Indenture and for the provision of any other services required of such experts under this Agreement or the Indenture; and

(d)To the Authority, (i) upon execution and delivery hereof, an administrative fee of $ 10,000 (less a credit of $2,000 for the amount paid with the initial application filed with the Authority), plus (ii) all reasonable fees and expenses incurred by the Authority, including fees and expenses of legal counsel retained by the Authority in connection with any litigation which may at any time be instituted involving this Agreement, the Bonds, the Indenture, or any of the other documents contemplated thereby, or incurred in connection with the supervision or inspection of the Project or the Project Facilities, or otherwise in connection with this Agreement, the Indenture, the Bonds, the Tender Agent Agreement, the Remarketing Agreement, any of the other documents, instruments or agreements in connection therewith or the Project or the Project Facilities.

All Additional Payments described in clause (a) above shall be due and payable when and as the subject taxes, assessments, levies, license fees, utility charges or other impositions shall be due and payable in accordance with applicable law, subject, however, to the Company’s right to contest payment of the same, as set forth above.  All other Additional Payments described in this Section shall be billed to the Company by the Authority, the Trustee, the Remarketing Agent, the Tender Agent or the Bank, as the case may be, from time to time, and shall be due and payable by the Company within thirty (30) days following the Company’s receipt of the bill or by any later date as may be specified in the bill.  All bills for Additional Payments (other than Additional Payments described in clause (a) or clause (d)(i) above) shall be accompanied by or include a statement certifying that the amount billed has been paid or incurred by the billing party and shall be accompanied by reasonable supporting documentation.

SECTION 3.05Acceleration of Payment to Redeem Bonds.  Whenever the Bonds are subject to optional redemption or extraordinary redemption pursuant to the Indenture

9

and the provisions hereof, the Authority will, upon request of the Company, direct the Trustee to call the same for redemption as provided in the Indenture.  Whenever any Bond is subject to mandatory redemption pursuant to the Indenture, the Company will cooperate with the Authority and the Trustee in effecting such redemption.  In the event of any mandatory, optional or extraordinary redemption of the Bonds, the Company will pay or cause to be paid to the Trustee an amount equal to the applicable redemption price as a prepayment of that portion of the Loan Payments corresponding to the Bonds to be redeemed together with interest accrued to the date of redemption and will also pay all fees and expenses of the Authority and the Trustee arising with respect to such redemption or otherwise due and owing hereunder or under the Indenture at such times and in such amounts as are required to effect the mandatory, optional or extraordinary redemption of the Bonds under the terms of the Indenture; provided, however, that the obligation of the Company to make any payment in respect of the redemption of Bonds shall be deemed satisfied and discharged to the extent the Bank shall have honored a drawing against the Letter of Credit made by the Trustee with respect to payment of the amount of principal, premium, if any, and interest on the Bonds upon such redemption.

SECTION 3.06All Payments to be Net:  No Defense or Set-Off Against Loan Payments.  All Loan Payments and other sums due and payable under this Agreement by the Company to the Authority or to any assignee of the Authority, including the Trustee and the Bank, shall be absolutely net to the Authority or such assignee, free of any taxes, costs, liabilities or other deductions whatsoever with respect to the Project Facilities and the maintenance, repair, or use thereof or any portion thereof, so that this Agreement shall yield all amounts due hereunder net to the Authority or to any such assignee throughout the term hereof.

The obligations of the Company to make Loan Payments shall be absolute and unconditional without any defense or set-off for any reason, including, without limitation, failure to undertake or to complete the Project, any acts or circumstances that may constitute failure of consideration, destruction of or damage to the Project Facilities, invalidity or unenforceability of the Bonds, commercial frustration of purpose or failure of the Authority to perform or observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with this Agreement, it being the intention of the parties that the payments required of the Company hereunder will be paid in full when due without any delay or diminution whatsoever.

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ARTICLE IV

COMPANY OBLIGATIONS

SECTION 4.01General Obligation of the Company.  This Agreement constitutes a general obligation of the Company and the full faith and credit of the Company is pledged to the payment of all amounts due hereunder.

SECTION 4.02Maintenance and Operation of the Project Facilities.  During the term of this Agreement, the Company covenants and agrees that at its own cost and expense it will:

(a)keep and maintain the Project Facilities and all additions and improvements thereto, or cause the same to be kept and maintained, in good repair and condition, excepting reasonable wear and tear;

(b)pay, or cause to be paid, any and all operating costs and other costs and expenses arising out of use and occupancy of the Project Facilities; and

(c)timely pay for any improvements to the Project Facilities lawfully done or lawfully ordered to be done by any municipal, state or federal authority and to comply in all material respects with all lawful and enforceable notices received (whether by the Authority or the Company) from public authorities from and after the date hereof that affect the Project Facilities and the use and operation thereof, other than those improvements, orders and notices the amount, validity or application of which is at the time being contested, in whole or in part, in good faith and by appropriate proceedings promptly initiated and diligently conducted.

SECTION 4.03Maintenance of Existence.  Except as otherwise permitted in the Letter of Credit Agreement, Company agrees that it will maintain its existence as a Pennsylvania corporation, will not dissolve or otherwise dispose of all or substantially all of its assets and will not consolidate with or merge into another entity.

SECTION 4.04Compliance with Laws.  With respect to the Project Facilities and any additions, alterations or improvements thereto, the Company will at all times comply with all applicable requirements of federal, state and local laws and with all applicable lawful requirements of any agency, board, or commission created under laws of the Commonwealth or of any other duly constituted public authority, and will use, and permit the use of the Project Facilities only for such purposes as are lawful under the Act; provided, however, that the Company shall be deemed in compliance with this Section notwithstanding its failure or refusal to comply with any such requirement, so long as it is contesting such requirement in good faith and by appropriate legal proceedings.

SECTION 4.05Notice of Bankruptcy Case Commencement.  The Company covenants and agrees that it shall immediately notify the Authority, the Bank, the Trustee, the Tender Agent and the Placement Agent of the commencement of any case by or against it under the Bankruptcy Code.

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SECTION 4.06Letter of Credit.  Concurrently with the initial delivery of the Bonds pursuant to the Indenture, the Company shall cause the initial Letter of Credit to be issued by the Bank, which Letter of Credit (1) shall be substantially in the same form as the exhibit attached to the Letter of Credit Agreement; (2) shall be dated the date of delivery of the Bonds; (3) shall authorize the Trustee to draw on the Bank, subject to the terms and conditions thereof, up to (a) an amount equal to the principal amount of the Bonds (i) to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bonds.  The Letter of Credit may be extended or may be replaced by a Substitute Letter of Credit complying with the provisions of the Indenture.

It is anticipated that all payments of principal of and interest on the Bonds, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the Letter of Credit.  The Company shall take whatever action may be necessary to maintain the Letter of Credit (or a Substitute Letter of Credit) in full force and effect during the period required by the Indenture, including the payment of any transfer fees required by the Bank upon any transfer of the Letter of Credit to any successor Trustee.

The Company acknowledges its responsibility to arrange for an extension of the expiration date of the Letter of Credit or the issuance and delivery of a Substitute Letter of Credit (which, as defined in the Indenture, includes an extension of the Letter of Credit) on or before the Interest Payment Date on the Bonds immediately preceding the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture.  The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect to the delivery of, or failure to deliver, a Substitute Letter of Credit.

SECTION 4.07Substitute Letter of Credit.  The Company may provide for the delivery to the Trustee of a Substitute Letter of Credit at any time upon thirty (30) days’ prior written notice to the Trustee, the Tender Agent, the Remarketing Agent and the Authority.  Unless the Company shall deliver to the Trustee on or before the fifteenth (15th) calendar day prior to the Interest Payment Date immediately preceding the Letter of Credit Termination Date a signed, written commitment from the Bank or a Substitute Bank to issue a Substitute Letter of Credit on or before such Interest Payment Date, the Bonds shall be called for mandatory redemption in accordance with the terms thereof and of the Indenture.

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On or before the date of the delivery of any Substitute Letter of Credit to the Trustee, the Company shall furnish to the Authority, the Trustee and the Remarketing Agent, as a condition to the acceptance of any Substitute Letter of Credit by the Trustee, the following:

(i)written evidence that (A) the issuer of such Substitute Letter of Credit is a commercial bank, bank and trust company, national bank, savings and loan association or savings bank organized and doing business in the United States or a branch or agency of a foreign commercial bank located and doing business in the United States and subject to regulation by state or federal banking regulatory authorities and (B) the long-term unsecured debt of the issuer of such Substitute Letter of Credit has been assigned a credit rating by Moody’s not lower than the lower of the then current rating on the Bonds and “Aa3”;

(ii)an Opinion of Bond Counsel stating that the delivery of such Substitute Letter of Credit (A) is authorized under this Agreement, the Indenture and the Act and complies with the terms hereof and (B) does not adversely affect the exclusion from gross income of the interest on the Bonds for federal income tax purposes;

(iii)an Opinion of Counsel satisfactory to the Trustee, the Authority, the Company and the Remarketing Agent to the effect that (A) the Substitute Letter of Credit is the legal, valid and binding obligation of the issuer thereof (or, in the case of a branch or agency of a foreign commercial bank, the branch or agency), enforceable in accordance with its terms, (B) payments of principal, premium, if any (if such Substitute Letter of Credit secures the payment of premium), interest or purchase price with respect to the Bonds from the proceeds of a drawing on the Substitute Letter of Credit will not constitute avoidable preferences under the Bankruptcy Code or other applicable laws and regulations, and (C) it is not necessary to register the Substitute Letter of Credit under the Securities Act of 1933, as amended, or to qualify an indenture with respect thereto under the Trust Indenture Act of 1939, as amended; and

(iv)written evidence from each Rating Agency (if any) then maintaining a credit rating on the Bonds that its rating on the Bonds will not be reduced or withdrawn as a result of the acceptance of the Substitute Letter of Credit.

In the case of a Substitute Letter of Credit issued by a branch or agency of a foreign commercial bank, there shall also be delivered an Opinion of Counsel from counsel who is licensed to practice law in the jurisdiction in which the head office of the issuer of such letter of credit is located and satisfactory to the Trustee, the Authority, the Company and the Remarketing Agent, to the effect that the Substitute Letter of Credit is the legal, valid and binding obligation of the issuing bank and enforceable in accordance with its terms.  The Trustee shall accept any such Substitute Letter of Credit only in accordance with the terms, and upon the satisfaction of the conditions, contained in this Section and any other provisions applicable to acceptance of a Substitute Letter of Credit under this Agreement and the Indenture.

SECTION 4.08Indemnification of Authority and Trustee, Etc.

(a)The Company agrees that at all times it will protect and hold the Authority, its officers, members, employees and agents harmless and indemnified from and against all claims for losses, damages or injuries to others, including death, personal injury and

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property damage or loss, arising out of the acquisition, construction, installation or equipping of the Project, or otherwise with respect to the Project Facilities or any interest of the Authority therein, whether or not such claim is made or such loss, damage or injury occurs during the term of this Agreement; and the Authority shall not be liable for any loss, damage or injury to the person or property of the Company or its agents, servants or employees or any other person who or which may be upon the Project Facilities or damaged or injured as a result of any condition existing or activity occurring upon the Project Facilities or any other matter connected directly or indirectly therewith due to any act or negligence of any person, excepting only willful misconduct of the Authority, its officers, agents, members or employees.  The indemnity provided for in this subsection (a) shall be effective only to the extent that any loss sustained by the Authority, its officers, members, employees and agents shall be in excess of the net proceeds recovered by the Authority upon any insurance carried with respect to the loss sustained, but the Authority shall have no duty or obligation to obtain or to maintain any such insurance, such duty and obligation being solely that of the Company.  The Company hereby releases the Authority from and agrees to indemnify and hold harmless the Authority from any other liability whether arising out of a tort, contractual or other claim of any nature whatsoever pertaining to the acquisition or construction of the Project or any other acquisition or construction undertaken with respect to the Project Facilities or with respect to operation of the Project Facilities, the performance of this Agreement or the Indenture or the issuance of the Bonds, except liabilities that result from the willful misconduct of the Authority.

(b)The Company hereby covenants and agrees that it will indemnify the Trustee against any and all claims arising out of the Trustee’s exercise and performance of powers and duties granted unto it by the Indenture and hereunder, except those claims and liabilities that result from the Trustee’s willful misconduct or gross negligence.

(c)To the fullest extent permitted by law, the Company will indemnify, hold harmless and defend the Authority and the Trustee, and the respective officers, members, directors, officials and employees of each of them, against all losses, costs, damages, expenses, suits, judgments, actions and liabilities of whatever nature including, specifically, any liability under any state or federal securities laws (including but not limited to reasonable attorneys’ fees, litigation and court costs, amounts paid in settlement and amounts paid to discharge judgments) directly or indirectly resulting from or arising out of or related to:  (i) the acquisition, construction, installation, operation, use, maintenance or ownership of the Project or the Project Facilities (including compliance with laws, ordinances and rules and regulations of public authorities relating thereto); or (ii) any statements or representations with respect to the Company or the Project, the Project Facilities and any representations made in this Agreement, the Bonds, the Indenture, the Letter of Credit, the Letter of Credit Agreement or any other documents or instruments delivered at or in connection with the closing held on the Closing Date (including any statements or representations made in connection with the offer or sale of the Bonds) made or given to the Authority, the Trustee or any underwriters or purchasers of any of the Bonds by the Company or any of its officers, agents or employees, including, but not limited to, statements or representations of facts, financial information or corporate affairs.  The Company also will pay and discharge and indemnify, and hold harmless the Authority and the Trustee from, (x) any lien or charge upon payments made by the Company to the Authority and the Trustee under this Agreement and (y) any taxes (including, without limitation, any ad valorem taxes and sales taxes, assessments, impositions and other charges in respect of any

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portion of the Project Facilities).  If any such claim is asserted, or any such lien or charge upon payments, or any such taxes, assessments, impositions or other charges are sought to be imposed, the Authority or the Trustee will give prompt notice to the Company, and the Company will have the sole right and duty to assume, and will assume, the defense thereof, with full power to litigate, compromise or settle the same in its sole discretion.

(d)If the indemnification provided for herein is for any reason determined to be unavailable to the Authority or the Trustee with respect to any loss, claim, demand or liability, including expenses in connection therewith, the Authority or the Trustee as appropriate, shall be entitled as a matter of right to contribution by the Company.  The amount of such contribution shall be in such proportion as is appropriate to reflect relative culpability of the parties.

(e)The provisions of this Section shall survive the termination and discharge of this Agreement and the Indenture.

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ARTICLE V

THE PROJECT FACILITIES

SECTION 5.01Completion of Project.  The Company represents, covenants and agrees as follows:

(a)the Company shall, not later than the date of issuance and delivery of the Bonds, acquire fee simple title to the Property and all other real estate upon which the Project Facilities are or are to be located, and any real estate upon which any construction or acquisition constituting part of the Project will take place;

(b)the Company has acquired, or will acquire before they are needed, all permits, licenses, easements, rights of way and other interests in land necessary for, and has satisfied or will satisfy all other requirements applicable to, the acquisition and construction related to the Project and the use, occupancy and operation of the Project Facilities;

(c)the Company shall construct, install, equip or improve the Project Facilities as contemplated by the Project with all reasonable dispatch and in accordance with applicable law, employing for such purposes such contractors and workmen as it may select;

(d)the Company shall pay when due all costs and expenses incurred in connection with the acquisition and construction of the Project, expending its own funds (or funds derived from sources other than the proceeds of the Bonds) for the purpose if and to the extent that (i) the proceeds of the Bonds are insufficient to pay all such costs and expenses, or (ii) such costs and expenses are ineligible to be financed with proceeds of “qualified small issue bonds” issued in accordance with Section 144(a)(12)of the Code, including, without limiting the generality of the foregoing, issuance costs of the Bonds which, together with other issuance costs of the Bonds paid from the proceeds of the Bonds, exceed two percent (2%) of the proceeds of the Bonds, within the meaning of Section 147(g) of the Code; without limiting the generality of the foregoing, the Company’s equity contribution to the Project is expected to be at least $53,750, based on the Project budget as of the Closing Date, of which the amount by which issuance costs of the Bonds exceed the aforesaid 2% limit shall be paid to the Trustee for deposit in the Clearing Fund on the Closing Date and the balance shall be paid to the Trustee for deposit to the Project Fund as and when required by the Bank in accordance with the Letter of Credit Agreement;

(e)the Company shall let all contracts for acquisition, construction and equipping of the Project, and all such contracts, and all other contracts made by the Company with respect to acquisition, construction, improvement, equipping or repair of the Project Facilities and any work to be done by the Company on the Project Facilities, are and shall be made or done by the Company on its own behalf and not as agent or contractor for the Authority.

SECTION 5.02Use of Project Facilities.  The Company represents, covenants and agrees that each of the Project Facilities are to be used only as a ‘‘manufacturing facility’’ within the meaning of Section 144(a)(12) of the Code; provided, however, that a

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portion of the Project Facilities may be used as a facility which is directly related and ancillary to such manufacturing facility, within the meaning of such Section of the Code.

The Company further represents that it presently intends to j use and operate the Project Facilities in a manner consistent with the Act until the date on which the Bonds have been fully paid and knows of no reason why the Project Facilities will not be, or cannot be, so used and operated.

SECTION 5.03Prohibited Uses.  So long as any Bonds remain outstanding and unpaid, the Company covenants and agrees that it shall not, and shall not permit any other Person to:

(a)use or occupy the Project Facilities or any part thereof as other than a “manufacturing facility” within the meaning of Section 144(a)(12) of the Code; provided, however, that the Company may use or permit the use of a portion of the Project Facilities as a facility which is directly related and ancillary to a manufacturing facility, within the meaning of such Section;

(b)use any portion of the proceeds of the Bonds to provide any airplane, skybox or other private luxury box, health club facility, facility primarily used for gambling, or store the principal business of which is the sale of alcoholic beverages for consumption off premises, all within the meaning of Section 147(e) of the Code;

(c)use any portion of the proceeds of the Bonds to acquire any property (or any interest) therein (other than land) unless the first use of such property is pursuant to such acquisition, unless with respect to any building (and the equipment therefor) constituting a part of the Project Facilities, the rehabilitation expenditures (as defined in Section 147(d) of the Code) with respect to such building equal or exceed 15 percent of the portion of the cost of acquiring such building (and equipment) financed with the net proceeds of the Bonds (or with respect to any structure other than a building, the rehabilitation expenditures with respect to such structure equal or exceed 100 percent of the portion of the cost of acquiring the same so financed);

(d)use 25 percent or more of the net proceeds of the Bonds directly or indirectly to acquire land (or an interest therein), within the meaning of Section 147(c) of the Code;

(e)use more than two percent (2%) of the proceeds of sale of the Bonds to finance issuance costs of the Bonds, within the meaning of Section 147(g) of the Code;

(f)use, directly or indirectly, any of the funds provided by the Authority hereunder or any of its own funds, or direct the Trustee to invest any funds held by it under the Indenture, in such manner as would cause any of the Bonds to be an “arbitrage bond” within the meaning of Section 148(a) of the Code;

(g)take any other action whereby the Project Facilities will be used, or the proceeds of the Bonds will be used or invested, in such a manner as will cause interest on the Bonds to includible in the gross income of the Owners thereof (other than any Owner of Bonds

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who is a “substantial user” of the Project Facilities or a “related person” to such a “substantial user,” within the meaning of Section 147(a) of the Code) for purposes of federal income taxation.

SECTION 5.04Changes in Scope of Project.  The Company may, at its option and at its own cost and expense, at any time and from time to time, make such additions and changes to the Project as it may deem to be desirable for its uses and purposes, provided, however, that no addition or change in the scope of the Project that is substantial in relation to the approvals obtained for issuance of the Bonds under the Act and the Code shall be made unless the Company shall have first obtained and filed with the Authority and the Trustee an opinion of Bond Counsel to the effect that such addition or change is authorized or permitted under the Act and will not adversely affect the exclusion from gross income of interest on the Bonds under the Code.

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ARTICLE VI

INSURANCE; DESTRUCTION, DAMAGE, EMINENT DOMAIN

SECTION 6.01Insurance to be Maintained.  The Company covenants to provide and maintain, or cause to be provided and maintained, continuously, unless otherwise herein provided, adequate insurance on the Project Facilities as shall be mutually agreed upon by the Bank and the Company.  Each insurance policy with respect to the Project Facilities shall name the Bank, the Authority and the Trustee as additional insureds.  All policies of insurance required by this Section, copies thereof, or certificates of insurance with respect thereto shall be deposited with the Trustee.

SECTION 6.02Destruction, Damage and Eminent Domain.  If the Project Facilities shall be wholly or partially destroyed or damaged by fire or other casualty covered by insurance, or shall be wholly or partially condemned, taken or injured by any Person, including any Person possessing the right to exercise the power of eminent domain, or a power in the nature of eminent domain, or shall be transferred to such a Person by way of a conveyance in lieu of the exercise of such a power by such a Person, the Company covenants that it will take all actions and will do all things which may be necessary to enable recovery to be made upon such policies of fire or casualty insurance or on account of such taking, condemnation, conveyance, damage or injury.  The Net Proceeds of any such fire or casualty insurance claim or condemnation award recovered with respect to the Project Facilities shall be deposited in the Project Fund linger the Indenture and shall be applied in accordance with the provisions of Section 6.04 hereof; provided, however, that so long as the Bank is not in default under the terms of the Letter of Credit, the applicable provisions of the Letter of Credit Agreement shall control the disposition of Net Proceeds of fire or casualty insurance claims or condemnation awards with respect to the Project Facilities.  The Company is authorized, in its own name, as trustee of an express trust, to demand, collect, sue, settle claims, receipt and release moneys which may be due and payable under policies of fire or casualty insurance covering such damage or destruction or on account of such condemnation, damage or injury.  Any appraisement or adjustment of loss or damage and any settlement or payment therefor shall be agreed upon by the Company, the Bank (as long as the Bank is not in default under the Letter of Credit) and the appropriate insurer or condemnor, and shall be evidenced to the Bank by the certificate and approvals required by the Indenture.  The Bank may rely conclusively upon such certificates.

SECTION 6.03Notice of Property Damage, Loss or Taking.  Within five (5) Business Days following the occurrence of any loss or damage to, or after receipt of notice of condemnation of, all or any part of the Project Facilities which materially and adversely affects the ownership, operation, maintenance or use of the Project Facilities for their intended purpose, the Company shall notify the Authority, the Trustee and the Bank, in writing, of such occurrence or of the receipt of such notice, as the case may be.

SECTION 6.04Disposition of Casualty Insurance and Condemnation Award Proceeds.  So long as the Company is not in default under the terms of this Agreement, the Company may elect, in its discretion, by written notice to the Trustee, to apply the Net Proceeds of any fire or casualty insurance claim or condemnation award with respect to loss or damage to the Project Facilities or any portion thereof (i) to the repair, reconstruction or

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replacement of damaged, destroyed or injured property comprising part of the Project Facilities, or (ii) to the redemption of Bonds pursuant to the applicable provisions of the Indenture; Provided, however, that the Company shall first obtain the consent of the Bank, if such consent shall be required by the Letter of Credit Agreement.

Unless an Event of Default described in this Agreement has occurred and remains uncured or the Trustee has not received timely direction from the Company with respect to the application of the Net Proceeds of fire or casualty insurance or condemnation awards with respect to the Project Facilities, such Net Proceeds shall be applied to the extraordinary redemption of Bonds in accordance with the terms and provisions of the Bonds and of the Indenture.  For purposes of the preceding sentence, a direction shall be timely if given within thirty (30) days after the Company has agreed upon a settlement or payment with respect to any appraisement or adjustment of the loss or damage with respect to which such Net Proceeds are received.

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ARTICLE VII

ADDITIONAL REPRESENTATIONS AND COVENANTS OF THE COMPANY

SECTION 7.01Compliance with Law.  The Company covenants and represents that the Project Facilities and the Company’s use and occupancy thereof are and will be in compliance in all material respects with applicable law and the Company will not take any action, or request the Authority to take any action, which will cause the Project Facilities or the use or occupancy thereof to be in violation of applicable law.  The Company further covenants that all actions taken or to be taken by the Company or, upon the recommendation or request of any Authorized Representative of the Company, by the Authority with respect to the Project and the Project Facilities have been and will be in compliance in all material respects with all pertinent laws, ordinances, rules, regulations and orders applicable to the Company, the Project and the Project Facilities.

The Company covenants that it shall comply with (i) all applicable ordinances, laws, rules, regulations and orders of the government of the United States of America, the Commonwealth and other applicable government units having proper jurisdiction, and (ii) all applicable requirements of any board of fire underwriters having proper jurisdiction and of any insurance company writing insurance with respect to the Project Facilities, with respect to the acquisition, construction and equipping of the Project and the operation, maintenance, repair, replacement, renovation, improvement or expansion of the Project Facilities; provided, however, that the Company may, in good faith and by appropriate proceedings, contest the legality or reasonableness of any such ordinances, laws, rules, regulations, orders or requirements, or the imposition thereof upon the Company, the Project or the Project Facilities, so long as the operation of the Project Facilities or the receipt of income therefrom will not be adversely affected and the Project Facilities will not thereby be subject to loss or forfeiture.

SECTION 7.02Power to Perform Obligations.  The Company represents that:

(a)the Company has full power and legal right to enter into this Agreement and perform its obligations hereunder;

(b)the making and performance of this Agreement by the Company has been duly authorized by all necessary action and will not conflict with or constitute a breach of or default under its articles of incorporation or by-laws or any agreement, bond, contract, indenture, or other instrument by which the Company or any of its properties is or may be subject or bound;

(c)the Company is duly qualified to do business in the Commonwealth, has the power and authority to own its properties and assets and to carry on its business as now being conducted; and

(d)The execution and delivery of this Agreement and the other instruments and agreements executed and delivered by the Company in connection with the Loan and the issuance of the Bonds and the Letter of Credit, and the performance by the Company of

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its obligations under this Agreement and each such other instrument or agreement, (i) do not and will not in any material respect conflict with or violate any provision of law or any rule, regulation, order of court, or order of or agreement with any governmental body or agency applicable to the Company or the Project Facilities, (ii) do not and will not result in the creation or imposition of any lien, charge or encumbrance of any nature, other than the liens created by this Agreement, the Indenture and such other instruments and agreements, upon the Project Facilities or any other property or asset of the Company.

SECTION 7.03Inspection.  The Company covenants that the Authority, by its duly authorized representatives, at reasonable times and with reasonable notice, may inspect the Project Facilities and the books and records of the Company for purposes of determining compliance with this Agreement.

SECTION 7.04Additional Information.  The Company agrees to provide to the Authority, upon request, such additional information concerning the Company, the Project and the Project Facilities as may be reasonably requested by the Authority and necessary for the Authority to file any reports or supply any information required by the Indenture or by applicable law, including without limiting the foregoing, the requirements of the Code and applicable federal and state securities laws.

SECTION 7.05Nondiscrimination.  During the term of this Agreement, the Company agrees, as to itself and as to each occupant of the Project Facilities controlling, controlled by or under common control with the Company (each, for purposes of this Section, being referred to as a “Contractor”) as follows:

(a)Contractor shall not discriminate against any employee, applicant for employment, independent contractor or any other Person because of race, color, religious creed, handicap, ancestry, national origin, age or sex.  Contractor shall take affirmative action to insure that applicants are employed, and that employees or agents are treated during employment, without regard to their race, color, religious creed, handicap, ancestry, national origin, age or sex.  Such affirmative action shall include, but is not limited to:  employment, upgrading, demotion or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training.  Contractor shall post in conspicuous places, available to employees, agents, applicants for employment and other persons, a notice to be provided by the contracting agency setting forth the provisions of this Section.

(b)Contractor shall in advertisements or requests for employment placed by it or on its behalf, state that all qualified applicants will receive consideration for employment without regard to race, color, religious creed, handicap, ancestry, national origin, age or sex.

(c)Contractor shall send each labor union or workers’ representative with which it has a collective bargaining agreement or other contract or understanding, a notice advising said labor union or workers’ representative of its commitment to this nondiscrimination clause.  Similar notice shall be sent to every other source of recruitment regularly utilized by Contractor.

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(d)It shall be no defense to a finding of noncompliance with this Section that Contractor had delegated some of its employment practices to any union, training program or other source of recruitment which prevents it from meeting its obligations.  However, if the evidence indicates that Contractor was not on notice of the third-party discrimination or made a good faith effort to correct it, such factor shall be considered in mitigation in determining appropriate sanctions.

(e)Where the practices of a union or of any training program or other source of recruitment will result in the exclusion of minority group persons, so that Contractor will be unable to meet its obligations under this Section, Contractor shall then employ and fill vacancies through other nondiscriminatory employment procedures.

(f)Contractor shall comply with all state and federal laws prohibiting discrimination in hiring or employment opportunities.  Noncompliance with this Section will constitute an Event of Default under this Agreement.

(g)Contractor shall furnish all necessary employment documents and records to, and permit access to its books, records and accounts by, the Authority for purposes of investigation to ascertain compliance with the provisions of this Section.  If Contractor does not possess documents or records reflecting the necessary information requested, it shall furnish such information on reporting forms supplied by the Authority.

(h)Contractor shall actively recruit minority subcontractors and women subcontractors or subcontractors with substantial minority or women representation among their employees.

(i)(i) Contractor shall include the provisions of this Section in every subcontract, so that such provisions will be binding upon each subcontractor.

(j)Contractor obligations under this Section are limited to Contractor’s facilities within Pennsylvania or, where the contract is for purchase of goods manufactured outside of Pennsylvania, the facilities at which such goods are actually produced.

SECTION 7.06Preservation of the Tax-Exempt Status of Bonds.  (a) The Company covenants and agrees that it will not take any action or permit any action to be taken on its behalf, or cause or permit any circumstances within its control to arise, if such action or circumstances would cause the interest paid on the Bonds to be included in the gross income of the Bondholders.

(b)The Company acknowledges having read Sections 6.13 and 7.06 of the Indenture and agrees to perform all duties contemplated by such Sections of the Indenture to be performed by the Company, as if such duties were set forth herein specifically as covenants and duties of the Company.  Without intending to limit the generality of the foregoing, the Company agrees to engage a Person with the requisite knowledge and experience with respect to the calculation of arbitrage rebate to calculate, from time to time, the amount to be rebated to the United States of America with respect to the Bonds pursuant to Section 148(f) of the Code and applicable regulations promulgated thereunder and to advise the Authority and the Trustee with respect to the fulfillment of the Authority’s obligation to make arbitrage rebate payments with

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respect to the Bonds in accordance with the Code and applicable tax regulations.  The Company acknowledges and agrees that if it shall fail to engage a qualified Person to calculate arbitrage rebate or if any report required by Section 6.13 of the Indenture to be filed with the Trustee is not so filed at the time required, the Authority or the Trustee may engage (but shall not be required to engage) a qualified Person to perform such calculations and render such report at the cost and expense of the Company, but in so doing shall not be deemed to waive any event of default on the part of the Company.  The Company agrees that it shall be solely responsible for the payment of any interest on overdue installment payments of arbitrage rebate and any penalties that may be imposed upon the Authority as a result of any late payment or underpayment, except as may be occasioned by the Authority’s own willful misconduct or gross negligence.

(c)Without intending to limit the generality of the foregoing, the Company represents and covenants that all representations made by the Company in the Tax Compliance Agreement are true, correct and complete and that the Company shall observe all of terms and conditions of the Tax Compliance Agreement and perform all of the duties contemplated by the Tax Compliance Agreement to be performed by the Company, as if such terms, conditions and duties were set forth in this Agreement.

SECTION 7.07Hazardous Substances.

(a)The Company shall comply in all material respects with all applicable federal, state and local laws, ordinances, rules and regulations with respect to Hazardous Substances, and shall keep the Project Facilities free and clear of any liens imposed pursuant to such laws, ordinances, rules and regulations.  In the event that the Company receives any notice from any governmental authority with regard to Hazardous Substances on, from or affecting the Project Facilities, the Company shall (i) immediately notify the Bank, the Trustee and the Authority and any other person, governmental or quasi-governmental authority that it is required to notify pursuant to any applicable law at such time as it is aware of a release or threatened release of a Hazardous Substance on, from or affecting the Project Facilities, (ii) immediately notify the Bank, the Trustee and the Authority at such time as an environmental investigation or clean-up proceeding is instituted by any person in connection with the Project Facilities, (iii) fully comply with and assist any such environmental investigation and clean-up proceeding, (iv) promptly execute and complete any remedial actions necessary to ensure that no environmental liens or encumbrances are levied against or exist with respect to the Project Facilities, and (v) promptly following the occurrence of any event described in clauses (i) or (ii) above and upon the written request of the Bank, the Trustee or the Authority, provide the Bank, the Trustee and the Authority, from time to time, with an environmental site assessment or report, in form and substance satisfactory to Bank, the Trustee and the Authority and (vi) provide the Bank, the Trustee and the Authority with copies of all notices received by the Company from any governmental authority pr other person with regard to Hazardous Substances on, from or in any way affecting the Project Facilities.  The Company shall conduct and complete all investigations, studies, sampling, and testing, and all remedial, removal, and other actions necessary to clean up and remove all Hazardous Substances on, from or affecting the Project Facilities in accordance with all applicable federal, state and local laws, ordinances, rules, regulations, and policies and to the satisfaction of the Bank, the Trustee and the Authority.

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(b)As used herein, the term “Hazardous Substances” shall include, without limitation, any flammable explosives, radioactive materials, hazardous materials, hazardous wastes, hazardous or toxic substances, hazardous or toxic pollutants, or related materials, asbestos or any material containing asbestos, or petroleum, petroleum by-products or materials containing petroleum, or any other substance, mixture, waste, compound, material, element, product, or matter as defined by any federal, state or local environmental law, ordinance, rule, or regulation including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. Sections 9601 et seq.), the Hazardous Materials Transportation Act, as amended (49 U.S.C. Sections 1801 et seq.), the Resource Conservation and Recovery Act, as amended (42 U.S.C. Sections 9601 et seq.), the Clean Water Act, as amended (33 U.S.C. Sections 1251 et seq.), and the Clean Air Act, as amended (42 U.S.C. Sections 7401 et seq.), and in the regulations adopted and publications promulgated pursuant thereto at any time.

SECTION 7.08Litigation.  The Company represents that there is no action, suit or proceeding at law or in equity or by or before any governmental instrumentality or other agency now pending or, to the knowledge of the Company, threatened against or affecting it or any of its properties or rights which, if adversely determined, would (i) materially affect the transactions contemplated hereby, (ii) affect the validity or enforceability of this Agreement, the Indenture or any documents or instruments executed in connection herewith or therewith, (iii) affect the ability of the Company to perform its obligations under this Agreement, the Indenture or any documents or instruments executed in connection herewith or therewith, (iv) materially impair the value of the Project Facilities, (v) materially impair the Company’s right to carry on its business substantially as now conducted, or (vi) have a material adverse effect on the Company’s financial condition.

SECTION 7.09Tax Filings.  The Company has filed or caused to be filed all federal, state and local tax returns which are required to be filed, and has paid or caused to be paid all taxes as shown on said returns or on any assessment it has received, to the extent that such taxes have become due, except such taxes are as being contested by the Company in good faith and by appropriate proceedings.

SECTION 7.10No Existing Defaults.  The Company is not in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any material agreement or instrument to which it is a party or by which it is bound.

SECTION 7.11No Material Misstatements or Omissions.  The Company represents that the Placement Memorandum, the Indenture, this Agreement and all other documents, certificates, or statements furnished to the Trustee, the Authority or the Bank by the Company in connection with the transaction hereby contemplated do not contain any untrue statement of a material fact with respect to the Company, the Project or the Project Facilities.  The Company further represents specifically that it is neither involved in any litigation required to be disclosed in the Placement Memorandum nor the subject of any investigation or administrative proceeding, except as disclosed in the Placement Memorandum.

It is specifically understood by the Company that all statements, representations and warranties made by or with respect to the Company, the Project and the Project Facilities in

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the Placement Memorandum, the Indenture, this Agreement and all other documents, certificates, or statements furnished to the Trustee, the Authority or the Bank by the Company in connection with the transaction hereby contemplated shall be deemed to have been relied upon by the Authority as an inducement to make the Loan and by the Bank as an inducement to issue the Letter of Credit and that if any such statements, representations and warranties were false at the time they were made, the Authority or the Bank may, in its sole discretion, consider any such misrepresentation or breach of warranty an Event of Default hereunder and exercise the remedies provided for in this Agreement.

SECTION 7.12Inducement to Company.  Financial assistance provided by the Authority is an important inducement to the Company to undertake the Project and to locate or retain the Project Facilities within the Commonwealth.

SECTION 7.13Cooperation with Trustee.  The Company covenants and agrees that it will not interfere with the exercise of the power and authority granted to the Trustee in the Indenture.  The Company further agrees to aid in furnishing to the Authority or the Trustee any documents, financial reports, certificates or opinions that may be required under the Indenture or requested by the Trustee and to comply with the provisions thereof to the extent applicable to the Company.

SECTION 7.14Authority is Conduit Issuer; Company is Real Party in Interest; Covenant Not to Sue.

(a)The Company hereby expressly acknowledges that the Authority is a conduit issuer and that all of the right, title and interest of the Authority in and to this Agreement (except the Unassigned Authority’s Rights), but not the obligations of the Authority, are to be assigned first to the Trustee and then to the Bank, naming the Trustee or the Bank, as applicable, its true and lawful attorney for and in its name to enforce the terms and conditions of this Agreement.  Notwithstanding any other provision contained herein, the Company hereby expressly agrees, acknowledges and covenants that it shall duly and punctually perform or cause to be performed each and every duty and obligation of the Authority under and pursuant to the Indenture, excepting only such duties and obligations as the Authority may not lawfully delegate to others.

(b)The Company covenants and agrees that it shall neither sue the Authority, or any of its board members, officers, agents or employees, past, present or future, for any claim, loss, demand, action or inaction based upon the financing of the Project with the proceeds of the Bonds nor ever raise as a defense in any proceedings whatsoever that the Authority is the true party in interest.  Notwithstanding the provisions of the foregoing sentence, the Company shall be entitled to (i) bring an action for specific performance against the Authority to compel any action required to be taken by the Authority hereunder or an action to enjoin the Authority from performing any action prohibited by this instrument, but no such action shall in any way impose pecuniary liability against the Authority or any of its board members, officers, agents or employees, and (ii) join the Authority in any litigation if such joinder is necessary to pursue any of the Company’s rights, provided that prior to such joinder the Company shall post such security as the Authority may require to further protect the

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Authority from loss and to pay all of the Authority’s reasonable fees and expenses incurred in connection therewith.

SECTION 7.15Bank Consent Required.  Whenever this Agreement requires that the consent of the Authority be obtained by the Company, the Company shall also obtain the consent of the Bank if the Letter of Credit is then in effect and the Bank is not in default of its obligations thereunder.

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ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES

SECTION 8.01Events of Default.  Each of the following events shall constitute an “Event of Default” under this Agreement:

(a)failure by the Company to make any payment required by Section 3.01,3.03,3.04 or 3.05 hereof; or

(b)failure by the Company to make any other payment required hereby, if such failure continues for thirty (30) days after the Authority or the Trustee gives notice to the Company that such payment was due and is unpaid; or

(c)failure by the Company to perform any other of its obligations hereunder, if such failure continues for thirty (30) days after the Authority or the Trustee gives the Company notice thereof; provided, however, that if such performance requires work to be done, actions to be taken, or conditions to be remedied which by their nature cannot reasonably be done, taken or remedied, as the case may be, within such thirty (30) days, no Event of Default shall be deemed to have occurred or to exist if, and so long as, the Company shall commence such performance within such thirty (30) days and shall diligently and continuously proceed to completion; or

(d)the Company commits any act of bankruptcy under the Bankruptcy Code or any Commonwealth bankruptcy law or any law providing for reorganization or relief for debtors or files or has filed against it a petition in bankruptcy or for arrangement or reorganization pursuant to the Bankruptcy Code or other similar law, federal or state, or if, by the decree of a court of competent jurisdiction, is adjudicated bankrupt or declared insolvent, or makes an assignment for the benefit of creditors, or admits in writing its inability to pay its debts generally when or as they become due, or consents to the appointment of a trustee, receiver or to the liquidation of all or any part of the Project Facilities, provided that, if any such proceeding is commenced by a Person other than the Company, there shall be no Event of Default if such proceedings are dismissed within thirty (30) days of the filing of the initial pleading therein; or

(e)the Bank, in writing, declares an Event of Default under the provisions of the Letter of Credit Agreement; or

(f)any representation or warranty made by the Company herein or any statement made by the Company in any report, certificate, financial statement or other instrument furnished in connection with this Agreement or the issuance of the Bonds shall at any time prove to have been false or misleading in any material respect when made or given.

SECTION 8.02Acceleration.  Upon the occurrence of any “Event of Default” under the Indenture caused by, or directly or indirectly resulting from, the occurrence of an Event of Default by the Company hereunder, the Trustee (with the prior written consent of the Bank, so long as the Bank is not in default under the Letter of Credit), may, and upon request of the Owners of 25% in aggregate principal amount of the Bonds then Outstanding shall, pursuant to Section 8.02 of the Indenture, declare the principal of the then Outstanding Bonds and all

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accrued interest immediately due and payable, but such Trustee shall not declare the principal due and payable if such acceleration is annulled as therein provided.  Upon such declaration by the Trustee, the Authority shall have the right to terminate this Agreement and, upon such termination, there shall become immediately due and payable hereunder as then current damages of the Authority under this Agreement, an amount equal to (i) all amounts then due and payable by the Authority to the Trustee under such Section 8.02 of the Indenture, and (ii) all other amounts due and owing as loan payments hereunder.  Until such amount is paid by the Company, at the time or times and in the manner required to permit the Authority to meet its obligations under the Indenture, (A) the Authority shall continue to have all of the rights, powers and remedies herein (notwithstanding the termination hereof), and, for such time as may be necessary to enable the Authority to satisfy in full its obligations under the Indenture, (B) the term of this Agreement shall, at the election of the Authority, be extended at the will of the Authority, and (C) the Company’s obligations hereunder shall continue in full force and effect.

SECTION 8.03Payment of Loan Payments on Default; Suit Therefor.

(a)The Company covenants that, if default shall be made in the payment of any sum payable by the Company under this Agreement as and when the same shall become due and payable, whether at maturity or by acceleration or otherwise, then, upon demand of the Authority or its assignee, the Company will pay to the Authority or its assignee (i) the whole amount of the loan payments that then shall have become due and payable hereunder (and to the extent such loan payments represent payments due on the Bonds, such payments shall be applied to the payment of the Bonds in accordance with the terms of the Indenture); and such further amount as shall be sufficient to pay the costs and expenses of collection, including reasonable compensation based upon actual time expended by the Authority and its assignee and their respective agents, attorneys and counsel, and any expenses or liabilities incurred by the Authority or its assignee (other than through the Authority’s or its assignee’s own gross negligence or bad faith).  In case the Company shall fail forthwith to pay such amounts upon such demand, the Authority or its assignee shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company and collect in the manner provided by law out of the property of the Company the money adjudged or decreed to be payable.

(b)If at any time there shall be proceedings in bankruptcy or for the reorganization of the Company under the United States Bankruptcy Code or any other applicable law, a receiver or trustee shall have been appointed for the benefit of the creditors or the property of the Company, or any other similar judicial proceedings relative to the Company shall have been commenced, the Authority or its assignee shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount of the loan payments, including interest owing and unpaid in respect thereof, and to file such other claims, pleadings, papers or documents as may be necessary or advisable in order to have the claims of the Authority or its assignee allowed, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of its charges and expenses.  Any receiver, assignee or trustee in bankruptcy or reorganization of the Company or any of its property is hereby authorized to make such payments to the Authority or its assignee, and to pay to the Authority or its assignee any amount due it for compensation

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based upon actual time expended and expenses, including counsel fees incurred by it up to the date of such distribution.

SECTION 8.04Other Remedies.  Whenever the Company is in default hereunder the Authority or its assignee may pursue whatever remedies may be available at law or in equity as may appear necessary or desirable to collect the amounts payable by the Company hereunder, or to enforce performance and observance of any obligation, agreement or covenant of the Company under this Agreement.

No action taken pursuant to this Section 8.04 shall relieve the Company of any of the Company’s obligations, duties, liabilities, covenants and representations contained herein, all of which shall survive any such action.

SECTION 8.05Waiver.  The Company hereby waives and relinquishes the benefits of any present or future law exempting the Project Facilities or any part of the proceeds of sale thereof from attachment, levy or sale on execution and all benefit of stay of execution or other process.

SECTION 8.06Cumulative Rights.  No remedy conferred upon or reserved to the Authority or its assignee by this Agreement is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute.  No waiver by the Authority or its assignee of any breach by the Company of any of its obligations, agreements or covenants hereunder shall be a waiver of any subsequent breach, and no delay or omission to exercise any right or power shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient.

SECTION 8.07No Exercise of Remedies Without Consent of Bank.  Notwithstanding anything to the contrary contained in this Agreement, neither the Authority nor any assignee of the Authority under this Agreement shall exercise or pursue remedies or declare an Event of Default or cause an acceleration of the obligations contained in this Agreement without the prior written consent of the Bank as long as the Bank shall not be in default of its obligations under the Letter of Credit and no proceedings in insolvency, bankruptcy, reorganization, winding-up or composition or adjustment of debts has been commenced by or against the Bank.

SECTION 8.08Determination of Taxability Not a Default.  Notwithstanding anything to the contrary contained in this Agreement, in the event of a breach of any applicable statutory or regulatory requirement or a breach of covenant or an inaccuracy in any representation of the Company relating to the exclusion from gross income of interest on the Bonds for purposes of federal income taxation, such breach or inaccuracy shall not be considered an Event of Default hereunder so long as the Company performs all of its obligations arising out of the breach or inaccuracy including, without limitation, the payment of all amounts due under Article III hereof if such breach or inaccuracy results in a Determination of Taxability with respect to the Bonds.

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ARTICLE IX

OPTIONS TO TERMINATE AGREEMENT

SECTION 9.01Option to Terminate Upon Defeasance.  The Company shall have, and is hereby granted, the option to terminate its obligations under this Agreement prior to full payment of the Bonds by providing for the payment of all of the Outstanding Bonds in accordance with Article XI of the Indenture.

SECTION 9.02Option to Terminate Upon the Occurrence of Certain Events.  The Company shall have, and is hereby granted, the option to terminate its obligations under this Agreement if any of the events set forth below occurs:

(a)The Project Facilities or any portion thereof shall have been damaged or destroyed (1) to such extent that they cannot, in the Company’s judgment, be reasonably restored within a period of six (6) months to the condition thereof immediately preceding such damage or destruction, or (2) to such extent that the Company is thereby prevented, in the Company’s reasonable judgment, from carrying on its normal operation of the Project Facilities for a period of six (6) months or more;

(b)Title to, or the temporary use for a period of six (6) months or more of, all or substantially all of the Project Facilities, or such part thereof as shall materially interfere, in the Company’s reasonable judgment, with the operation of the Project Facilities for the purpose for which the Project Facilities are designed, shall have been taken under, or shall have been conveyed by the Company in lieu of, the exercise of the power of eminent domain by any governmental body or by any person, firm or corporation acting under governmental authority (including such a taking or takings as results in the Company being thereby prevented from carrying on its normal operation of the Project Facilities for a period of six (6) months or more);

(c)Changes which the Company cannot reasonably control or overcome shall have occurred in the economic availability of materials, supplies, labor, equipment and other properties and things necessary for the efficient operation of the Project Facilities for the purposes contemplated by this Agreement, or technological or other changes shall have occurred which, in the judgment of the Company, render the continued operation of the Project Facilities uneconomical for such purpose; or

(d)As a result of any changes in the Constitution of the Commonwealth or the Constitution of the United States of America, legislative or administrative action (whether state or federal), or a final decree, judgment or order of any court or administrative body (whether state or federal) entered after the contest thereof by the Company in good faith, this Agreement shall have become void and unenforceable or impossible of performance in accordance with the intent and purposes of the parties as expressed in this Agreement or unreasonable burdens or excessive liabilities shall have been imposed on the Company with respect to the Project Facilities, including, without limitation, the imposition of federal, state or other ad valorem, property, income, or other taxes not being imposed on the date of this Agreement.

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To exercise such option, the Company, with the prior written consent of the Bank (as long as the Bank shall not be in default under the terms of the Letter of Credit), shall give written notice to the Authority and the Trustee within ninety (90) days following the event authorizing such termination, specifying therein the date of redemption of Bonds pursuant to Section 4.01 of the Indenture, which shall be the next date upon which the Bonds shall be redeemable in accordance with their terms and the terms of the Indenture and for which the required notice of redemption can practicably be given.  In accordance with the terms of the Indenture, the Company shall make arrangements for the Trustee to give the required notice of redemption.  Payment of the redemption price of Bonds redeemed pursuant to this Section 9.02 will be made in accordance with the terms of the Indenture.

Anything contained in this Agreement to the contrary notwithstanding, the Bank shall have the right (as long as the Bank shall not be in default under the terms of the Letter of Credit) to cause the Company to terminate its obligations under this Agreement in accordance with the provisions of this Section 9.02 by so notifying the Company in writing, if as a result of any changes in the Constitution of the Commonwealth or the Constitution of the United States of America or as a result of a legislative or administrative action (whether state or federal) or final decree, judgment or order of any court or administrative body (whether state or federal) entered after the contest thereof by the Company in good faith, this Agreement shall have become void and unenforceable or impossible of performance, in accordance with the intent and purposes of the parties as expressed in this Agreement.

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ARTICLE X

MISCELLANEOUS

SECTION 10.01Approval of Indenture.  The Company acknowledges that it has received an executed copy of the Indenture and a copy of the Letter of Credit and that it is familiar with their provisions.  The Company agrees that it will take all such actions as are required or contemplated of it under the Indenture to preserve and protect the rights of the Trustee thereunder and that it will not take any action which would cause a default thereunder.  It is agreed by the Company and the Authority that any redemption of the Bonds prior to maturity shall be effected as provided in the Indenture.

SECTION 10.02Taxes and Insurance; Rights of Authority to Pay.  If the Company, at any time, fails to pay any taxes or other impositions payable by it in accordance with Section 3.04 hereof or to take out, pay for, maintain or deliver any of the insurance policies required by Article VI, or shall fail, within the time allowed by Article VIII following notice of any Event of Default, to make any other payment or perform any other act on its part to be made or performed, then the Authority may, without further notice to or demand upon the Company and without waiving any default or releasing the Company from any of its obligations under the Agreement (but shall not be obligated to):  (a) pay any taxes or other impositions payable by the Company in accordance with Section 3.04 hereof, (b) take out, pay for and maintain any of the insurance policies required by Article VI hereof, or (c) make any other payment or perform any other act on the Company’s part to be made or performed as provided in this Agreement.  All sums so paid by the Authority and all necessary incidental costs and expenses in connection with the performance of any such act by the Authority shall, together with interest thereon at the legal rate, be payable to the Authority, on demand, ors at the option of the Authority, may be added to any installment of the loan payments then due or thereafter becoming due under this Agreement, and the Company covenants to pay any such sums.

SECTION 10.03Illegal Provisions Disregarded.  If any term or provision hereof or the application thereof for any reason or circumstance shall to any extent be held to be invalid or unenforceable, this instrument shall be invalid or unenforceable only to the extent of such invalidity or unenforceability and such invalidity or unenforceability shall not invalidate the balance of such provision or the remaining terms or provisions of this instrument or the application of such terms or provisions to persons other than those as to which it has been held invalid or unenforceable; each term and provision hereof shall be valid and enforceable to the fullest extent permitted by law, and shall be liberally construed in favor of the Authority or its assignee in order to effect the intent of this instrument.

SECTION 10.04Limitation of Liability of the Authority.  In the event of any default by the Authority hereunder, and notwithstanding any provision or obligation to the contrary herein set forth, the liability of the Authority and of any legal successor to the Authority hereunder shall be limited to its interest in the Project Facilities, the improvements thereon, and the rents, issues and profits therefrom, and the lien of any judgment shall be restricted thereto.

Other than as set forth in this Section, there shall be no other recourse for damages of any kind or nature by the Company or any other entity against the Authority, its

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incorporator, officers, members, agents and employees, past, present or future, or any of the property or other assets now or hereafter owned by it or them, either directly or indirectly; an^ all such recourse or liability is hereby expressly waived and released as a condition of and in consideration for execution and delivery of this Agreement by the Authority.  In the event of entry of judgment against the Authority by virtue of the power herein contained, the judgment index shall be marked to show that the judgment is limited as aforesaid.

The Authority does not assume any liability for the repayment of any mortgage or other loan with respect to the Project or the Project Facilities (including any obligations of the Company to the Bank under the terms of the Letter of Credit Agreement and related instruments), or for the payment of costs, fees, penalties, taxes, interest, commissions, charges, insurance or other payments required to be paid under the terms of any such mortgage or other loan or incurred in any way in connection therewith.

The provisions of this Section shall survive any termination of this Agreement.

SECTION 10.05No Recourse as to Authority Officers, Etc.  No recourse under or upon any obligation, covenant or agreement contained herein or in any Bond shall be had against any past, present or future member, officer, employee or agent of the Authority or of any successor of the Authority under any rule of law, statute or constitutional provision, or by enforcement of any assessment or by any legal or equitable proceeding or otherwise, it expressly being agreed and understood that the obligations of the Authority hereunder, and under the Bonds and elsewhere are solely corporate obligations of the Authority to the extent specifically limited in the Act, and that no personal liability whatsoever shall attach to or shall be incurred by such members, officers or employees of the Authority or of any successor of the Authority, or any of them, because of such indebtedness or by reason of any obligation, covenant or agreement contained herein, in the Bonds or implied therefrom.

The provisions of this Section shall survive any termination of this Agreement.

SECTION 10.06Reference to Statute or Regulation.  A reference herein to a statute or to a regulation issued by a governmental agency includes the statute or regulation in force as of the date hereof, together with all amendments and supplements thereto and any statute or regulation substituted for such statute or regulation, unless the specific language or the context of the reference herein clearly includes only the statute or regulation in force as of the date hereof.

A reference herein to a governmental agency, department, board, commission or other public body or to a public officer includes an entity or officer which or who succeeds to substantially the same functions as those performed by such public body or officer as of the date hereof, unless the specific language or the context of the reference herein clearly includes only such public body or public officer as of the date hereof.

SECTION 10.07Notices.  All notices required or authorized to be given by the Company, the Authority or the Trustee under the Indenture or pursuant to this Agreement shall be in writing and shall be sent by registered or certified mail, postage prepaid, to the following addresses:

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To the Authority:

Berks County Industrial Development Authority
Berks County Service Center
633 Court Street
14th Floor
Reading, PA  19601-3540
Attention:  Chairman

with a copy to:

Joseph E. DeSantis, Esquire
DeSantis, DeSantis & Essig
708 Centre Avenue
Reading, PA  19601

To the Company:

Stabler Companies Inc.
635 Lucknow Road
Harrisburg, PA  17110
Attn:  Mr. Doug Danko

with a copy to:

Sherill T. Moyer, Esquire
Rhoads & Sinon LLP
One South Market Square, 12th Floor
Harrisburg, PA  17101

To the Trustee:

Dauphin Deposit Bank and Trust Company
213 Market Street
Harrisburg, PA  17101
Attention:  Corporate Trust Services

To the Placement and Remarketing Agent:

The First National Bank of Maryland
25 South Charles Street
12th Floor
MC 101-346
Baltimore, MC  21201
Attention:  Capital Markets Division

or to such other addresses as may from time to time be furnished to the parties, effective upon the receipt of notice thereof given as set forth above.  Each of the above agrees that it shall send

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a duplicate copy or executed copy of all certificates, notices, correspondence or other data and materials required to be sent to one of the above to all other parties.

SECTION 10.08Applicable Law.  This Agreement shall be deemed to be a contract made in the Commonwealth of Pennsylvania and governed by the laws of the Commonwealth of Pennsylvania.

SECTION 10.09Amendments.

(a)This Agreement may not be amended except by an instrument in writing signed by the parties and, if such amendment occurs after the issuance of any of the Bonds, consented to by the Trustee and the Bank, so long as the Bank is not in default under the Letter of Credit.

(b)Notwithstanding Section 10.09(a) hereof and assignment of this Agreement to the Trustee or the Bank, this Agreement may be amended, as necessary, to assure compliance with Section 144(a) of the Code (relating to qualified small issue bonds); Section 147 of the Code (relating to certain requirements applicable to private activity bonds); Section 148(d)(3) of the Code (relating to the 150% limitation on investments); Section 148 of the Code (relating to higher yielding investments and the payment of arbitrage rebate); or with such other provisions of the Code as may be applicable to the Bonds, in order that the interest paid and to be paid on the Bonds shall qualify for exclusion from the gross income of the registered owners thereof (other than any Person who is a “substantial user” of the Project Facilities or a “related person” to such a “substantial user,” within the meaning of such terms as used in Section 147(a) of the Code).  Any such amendment shall be in writing and shall be signed by the Company and the Authority.  A copy of each such amendment shall be given to the Trustee and to the Bank.  The Authority, the Company, the Trustee and the Bank may rely conclusively upon an opinion of Bond Counsel as to the necessity of any change relating to qualification of the Bonds as tax-exempt bonds under the Code.

SECTION 10.10Term of Agreement; Disposition of Remaining Money.  This Agreement shall remain in full force and effect until such time as all of the Bonds shall have been fully paid or provision made for their payment pursuant to the Indenture, the Indenture shall have been released pursuant to Section 11.01 thereof, and all other sums payable by the Company under this Agreement and the Letter of Credit Agreement shall have been paid, except for those obligations of the Company which, under the terms of this Agreement, shall survive termination hereof.  Upon termination of this Agreement, the Authority shall direct the Trustee to pay over to the Company any money then remaining in the various funds and accounts established under the Indenture which is not required for the payment of the Bonds or other obligations of the Company hereunder or under the Indenture, including the payment of any final installment of arbitrage rebate which may be due and payable with respect to the Bonds; provided, however, that in each case any money remaining in the funds or accounts (other than the Rebate Fund) shall be first paid to the Bank to the extent of any money then due and owing to the Bank from the Company under the terms of the Letter of Credit Agreement.

The provisions of this Section shall survive any termination of this Agreement.

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SECTION 10.11Assignment of Authority’s Rights.

(a)The Authority, immediately following execution and delivery hereof, shall assign this Agreement and all right, title and interest of the Authority in and to this Agreement and all amounts due and payable by the Company hereunder, except the Unassigned Authority’s Rights, to the Trustee as trustee, IN TRUST, to be held and applied pursuant to the provisions of the Indenture.  The Company:  (1) consents to such assignment and accepts notice thereof with the same legal effect as though such acceptance was embodied in a separate instrument, separately executed after execution of such assignment; (2) agrees to pay directly to the Trustee, except as provided in Section 3.04 hereof, all payments to be made by the Company hereunder, all such payments to be made by the Company to the Trustee without any defense, set- off or counterclaim arising out of any default on the part of the Authority under the Agreement or any transaction between the Company and the Authority or between the Company and the Trustee; and (3) agrees that the Trustee may exercise any and all rights and pursue any and all remedies granted the Authority hereunder.

(b)The Authority, immediately following execution and delivery hereof, shall assign this Agreement and all right, title and interest of the Authority in and to this Agreement and all amounts due and payable by the Company hereunder, except the Unassigned Authority’s Rights, to the Bank as further security for payment and performance of the Company’s “Obligations” under and as defined in the Letter of Credit Agreement, subject, however, to the prior assignment made to the Trustee as contemplated by subsection (a) above.  The Company (1) consents to such assignment and accepts notice thereof with the same legal effect as though such acceptance was embodied in a separate instrument, separately executed after execution of such assignment, and (2) agrees that the Bank may, subject to the superior rights of the Trustee as assignee of the Authority, pursue any and all remedies granted to the Authority hereunder.

SECTION 10.12Assignment by Company.  This Agreement may be assigned in whole or in part by the Company without the necessity of obtaining the consent of the Trustee or the owners of the Bonds; provided, however, that any such assignment shall require the prior written consent of the Bank (as long as the Bank is not in default under the Letter of Credit) and the Authority; and further provided that no assignment pursuant to this Section shall be made unless the Company shall first obtain an Opinion of Counsel that such assignment is permitted under the Act and an opinion of Bond Counsel that such assignment will not adversely affect the tax-exempt status of interest on the Bonds under the Code, copies of which shall be furnished to the Authority and the Trustee.  The Company shall, within thirty (30) days after execution thereof, furnish or cause to be furnished to the Authority, the Trustee and the Bank a true and complete copy of each such assignment together with any instrument of assumption.

SECTION 10.13Survival of Covenants, Conditions and Representations.  All covenants, conditions, and representations of the Company contained herein that, by nature, implication, or expressly involve performance in any particular manner after the termination of this Agreement or that cannot be ascertained to have been performed until after termination of this Agreement, shall survive said termination.  Without intending to limit the generality of the

37

foregoing, the Company’s covenant to indemnify the Authority and the Trustee, as set forth in Section 4.08 hereof, shall survive any termination of this Agreement.

SECTION 10.14Headings.  The captions or headings in this Agreement are for convenience of reference only and shall not control or affect the meaning or construction of any provision hereof.

SECTION 10.15Multiple Counterparts.  This Agreement may be executed in multiple counterparts, each of which shall be regarded for all purposes as an original and such counterparts shall constitute but one and the same instrument.

SECTION 10.16Consent of Authority.  Whenever the consent of the Authority is given pursuant to the terms of this Agreement, such consent shall create no liability or responsibility upon the Authority, and whenever required, shall not be unreasonably withheld.

SECTION 10.17Covenants for Benefit of Bondholders and Bank.  This Agreement is executed in part to induce (a) the purchase by others of the Bonds, and (b) the issuance by the Bank of the Letter of Credit, and the participation by the Bank in the funding of advances under the Letter of Credit.  Accordingly, all covenants and agreements on the part of the Company and the Authority, as set forth in the Agreement, are hereby declared to be for the benefit of the Owners from time to time of the Bonds and for the benefit of the Bank.

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IN WITNESS WHEREOF, Berks County Industrial Development Authority has caused this Agreement to be executed in its name and on its behalf by its (Vice) Chairman and its official seal to be affixed hereunto and attested by its Secretary or Assistant Secretary and Stabler Companies Inc., has caused this Agreement to be executed in its name and on its behalf by an Authorized Representative as of the day and year first above written.

ATTEST:	Berks County Industrial Development Authority
/s/	By:	/s/ David W. Patti
Secretary		(Vice) Chairman
(SEAL)
ATTEST:	Stabler Companies Inc.
/s/	By:	/s/
(Assistant) Secretary		President
(CORPORATE SEAL)

ACKNOWLEDGMENT

COMMONWEALTH OF PENNSYLVANIA	:
	:
COUNTY OF BERKS	:

On this, the 25th day of September, 1998, before me, the undersigned notary public, personally appeared David W. Patti, who acknowledged himself to be the (Vice) Chairman of the BERKS COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY, and that he, as such officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of said Authority by himself as such officer.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

/s/ Shirley A. DeRupa

Notary

My Commission Expires:

(SEAL)

Notarial Seal

Shirley A. DeRupa, Notary Public

City of Reading, Berks County

My Commission Expires Feb 18, 2000

ACKNOWLEDGMENT

COMMONWEALTH OF PENNSYLVANIA	:
	:
COUNTY OF DAUPHIN

On this, the 24th day of September, 1998, before me, the undersigned notary public, personally appeared Cyril C. Dunmire, who acknowledged himself to be President of STABLER COMPANIES INC., a Pennsylvania corporation, and that he, as such officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained on behalf of such corporation.

I certify that I am not an officer or director of the aforesaid corporation.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

	/s/ Naina J. Sanghvi
	Notary
	My Commission Expires:
	(SEAL)
Notarial Seal
Naina J. Sanghvi, Notary Public
Harrisburg, Dauphin County
My Commission Expires August 11, 2002
Member, Pennsylvania Association of Notaries

TRUST INDENTURE

Dated as of September 1, 1998

Between

BERKS COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY

and

DAUPHIN DEPOSIT BANK AND TRUST COMPANY,

as Trustee

$6,000,000 Variable Rate
Demand/Fixed Rate Revenue Bonds
(Stabler Companies Inc. Project)
Series of 1998

BOND COUNSEL

Rhoads & Sinon LLP

One South Market Square

Harrisburg, Pennsylvania 17101

TABLE OF CONTENTS

		Page
RECITALS		1
ARTICLE I
DEFINITIONS: CONTENT OF CERTIFICATES AND OPINIONS; TIME OF DAY
SECTION 1.01.	Definitions	6
SECTION 1.02.	Content of Certificates and Opinions	20
SECTION 1.03.	Time of Day	21
SECTION 1.04.	Interpretation	21
ARTICLE II
THE BONDS
SECTION 2.01.	Authorization of Bonds: Bonds Equally and Ratably Secured	22
SECTION 2.02.	Terms of Bonds: Interest on the Bonds	22
SECTION 2.03.	Execution of Bonds	24
SECTION 2.04.	Authentication	25
SECTION 2.05.	Form of Bonds	25
SECTION 2.06.	Ownership of Bonds: Transfer of Ownership	25
SECTION 2.07.	Exchange of Bonds	26
SECTION 2.08.	Bond Registrar and Co-Bond Registrar	26
SECTION 2.09.	Temporary Bonds	26
SECTION 2.10.	Bond Mutilated, Lost, Destroyed or Stolen	27
SECTION 2.11.	Cancellation and Destruction of Surrendered Bonds	27
SECTION 2.12.	Acts of Bondholders; Evidence of Ownership	27
SECTION 2.13.	CUSIP Number	27
SECTION 2.14.	Book-entry System for the Bonds	27
ARTICLE III
ISSUANCE OF BONDS; APPLICATION OF PROCEEDS
SECTION 3.01.	Issuance of the Bonds	31
SECTION 3.02.	Validity of Bonds	31
SECTION 3.03.	Disposition of Proceeds of the Bonds and Other Amounts	31
ARTICLE IV
REDEMPTION OF BONDS
SECTION 4.01.	Extraordinary and Mandatory Redemption	32
SECTION 4.02.	Optional Redemption	32
SECTION 4.03.	Notice of Redemption	33
SECTION 4.04.	Interest on Bonds Called for Redemption	33
SECTION 4.05.	Cancellation	33
SECTION 4.06.	Partial Redemption of Bonds	33
SECTION 4.07.	Payment of Redemption Price with Available Money; Bank Consent to Optional Redemption Required	34

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ARTICLE V
CONVERSION OPTION; PURCHASE AND REMARKETING OF BONDS
SECTION 5.01.	Conversion of Interest Rate on Conversion Date	35
SECTION 5.02.	Delivery of Bonds After Conversion Date	37
SECTION 5.03.	Mandatory Tender upon Delivery and Acceptance of a Substitute Letter of Credit	37
SECTION 5.04.	Demand Purchase Option	38
SECTION 5.05.	Funds for Purchase of Bonds	39
SECTION 5.06.	Delivery of Purchased Bonds	40
SECTION 5.07.	Sale of Bonds by Placement and Remarketing Agent	41
SECTION 5.08.	Delivery of Proceeds of Sale of Purchased Bonds; Delivery of Remarketed Pledged Bonds	41
SECTION 5.09.	Duties of Trustee and Tender Agent with Respect to Purchase of Bonds	41
SECTION 5.10.	No Purchases or Sales After Certain Defaults or After Issuance of a Notice of Redemption	42
ARTICLE VI
REVENUES AND FUNDS
SECTION 6.01.	Creation of the Bond Fund	43
SECTION 6.02.	Payments into the Bond Fund	43
SECTION 6.03.	Use of Money in the Bond Fund	43
SECTION 6.04.	Deposit and Disbursement of Net Proceeds of Insurance or Condemnation	44
SECTION 6.05.	Project Fund	44
SECTION 6.06.	Payments into the Project Fund; Disbursements	44
SECTION 6.07.	Use of Money in the Project Fund Upon Default	45
SECTION 6.08.	Use of Money in the Project Fund Upon Completion of the Project	45
SECTION 6.09.	Nonpresentment of Bonds	45
SECTION 6.10.	Money to be Held in Trust	46
SECTION 6.11.	Repayment to the Bank and the Company from the Bond Fund, the Rebate Fund or the Project Fund	46
SECTION 6.12.	Letter of Credit	46
SECTION 6.13.	Rebate Fund	47
SECTION 6.14.	Investment of Money in Funds	49
ARTICLE VII
PARTICULAR COVENANTS
SECTION 7.01.	Punctual Payment	51
SECTION 7.02.	Extension of Payment of Bonds	51
SECTION 7.03.	Against Encumbrances	51
SECTION 7.04.	Power to Issue Bonds and Make Pledge and Assignment	51
SECTION 7.05.	Accounting Records and Financial Statements	51
SECTION 7.06.	Tax Covenants	52
SECTION 7.07.	Enforcement of Loan Agreement: Amendments to Loan Agreement	53

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SECTION 7.08.	Waiver of Laws	53
SECTION 7.09.	Financing Statements and Other Action to Protect Security Interests	53
SECTION 7.10.	Further Assurances	54
ARTICLE VIII
EVENTS OF DEFAULT; REMEDIES OF BONDHOLDERS
SECTION 8.01.	Events of Default	55
SECTION 8.02.	Acceleration	56
SECTION 8.03.	Other Remedies	57
SECTION 8.04.	Legal Proceedings By Trustee	58
SECTION 8.05.	Discontinuance of Proceedings by Trustee	58
SECTION 8.06.	Bondholders May Direct Proceedings by Trustee	58
SECTION 8.07.	Limitations on Actions By Bondholders	59
SECTION 8.08.	Trustee May Enforce Rights Without Possession of Bonds	59
SECTION 8.09.	Delays and Omissions Not to Impair Rights	59
SECTION 8.10.	Application of Money in Event of Default	59
SECTION 8.11.	Trustee and Bondholders Entitled to All Remedies Under Act; Remedies Not Exclusive	60
SECTION 8.12.	Trustee’s Right to Receiver	60
SECTION 8.13.	Subrogation Rights of Bank	60
SECTION 8.14.	Waiver of Default	60
ARTICLE IX
THE TRUSTEE; THE TENDER AGENT;
AND THE PLACEMENT AND REMARKETING AGENT
SECTION 9.01.	Duties, Immunities and Liabilities of Trustee	62
SECTION 9.02.	Merger or Consolidation	63
SECTION 9.03.	Liability of Trustee	63
SECTION 9.04.	Right of Trustee to Rely on Documents	64
SECTION 9.05.	Preservation and Inspection of Documents	64
SECTION 9.06.	Compensation	65
SECTION 9.07.	The Tender Agent	65
SECTION 9.08.	Removal or Resignation of Tender Agent; Qualification of Successors	65
SECTION 9.09.	Qualifications of Placement and Remarketing Agent; Resignation; Removal	67
SECTION 9.10.	Construction of Ambiguous Provisions	67
ARTICLE X
MODIFICATION OR AMENDMENT OF THIS INDENTURE
SECTION 10.01.	Amendments Permitted	68
SECTION 10.02.	Effect of Supplemental Indenture	68
SECTION 10.03.	Trustee Authorized to Join in Amendments and Supplements; Reliance on Counsel	68

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ARTICLE XI
DEFEASANCE
SECTION 11.01.	Defeasance	70
SECTION 11.02.	Provision for Payment	70
SECTION 11.03.	Deposit of Funds for Payment of Bonds	71
SECTION 11.04.	Survival of Certain Provisions	72
ARTICLE XII
MISCELLANEOUS
SECTION 12.01.	Liability of Authority Limited to Revenues	73
SECTION 12.02.	Limitation of Liability of Directors, Etc. of Authority	73
SECTION 12.03.	Covenant Not to Sue	74
SECTION 12.04.	Successor is Deemed Included in All References to Predecessor	74
SECTION 12.05.	Limitation of Rights to Parties, Bank, Company and Bondholders	74
SECTION 12.06.	Waiver of Notice	74
SECTION 12.07.	Severability of Invalid Provisions	74
SECTION 12.08.	Notices	74
SECTION 12.09.	Evidence of Rights of Bondholders	77
SECTION 12.10.	Disqualified Bonds	77
SECTION 12.11.	Money Held for Particular Bonds	77
SECTION 12.12.	Funds	78
SECTION 12.13.	Payments Due on Days other than Business Days	78
SECTION 12.14.	Execution in Several Counterparts	78
SECTION 12.15.	Notices to Rating Agency	78
SECTION 12.16.	Governing Law	78

EXHIBIT A	Form of Floating Rate Bond
EXHIBIT B	Form of Fixed Rate Bond
EXHIBIT C	Requisition Form

iv

THIS TRUST INDENTURE, dated as of September 1, 1998, but effective as of the date of the last (by date) of the Acknowledgments attached hereto, by and: between the BERKS COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY (the “Authority”), a body corporate and politic and a public instrumentality of the Commonwealth of Pennsylvania organized and existing under the Act (which capitalized term and all other capitalized terms and phrases used in this Indenture, including the following recitals and granting clauses, shall have the meanings set forth in Section 1.01 of this Trust Indenture), and DAUPHIN DEPOSIT BANK AND TRUST COMPANY (the “Trustee”), a bank and trust company duly organized and existing under the laws of the Commonwealth of Pennsylvania and authorized to accept and execute trusts of the character herein set out, with a corporate trust office located in Harrisburg, Pennsylvania, as trustee.

WITNESSETH:

WHEREAS, the Authority is authorized under the Act to acquire, hold, construct, improve, maintain, own, finance, lease in the capacity of lessor or lessee, or sell industrial, commercial and other projects for the public purpose of alleviating unemployment, maintaining employment at a high level and creating and developing business opportunities, by the construction, improvement, rehabilitation, revitalization and financing of industrial, commercial and specialized facilities in the Commonwealth; and

WHEREAS, the Authority, to accomplish the purposes of the Act, is empowered to extend credit to such employment promoting enterprises in the name of the Authority and in such manner as it may deem proper, for such consideration and upon such terms and conditions as the Authority shall deem reasonable; and

WHEREAS, the Company has requested that the Authority provide a portion of the funds to finance the Project; and

WHEREAS, the Authority has determined that it shall undertake the financing of the Project pursuant to the provisions and requirements of the Act; and

WHEREAS, the Authority has, by resolution of its Board duly adopted on June 8, 1998, authorized the issuance of the Bonds for the purpose of financing a portion of the costs of the Project; and

WHEREAS, the Company has caused The First National Bank of Maryland to deliver an irrevocable letter of credit to the Trustee, under which the Trustee shall draw funds with which to pay the principal, interest, purchase price and redemption price of the Bonds as the same become due and payable upon maturity, optional redemption, sinking fund redemption, tender for purchase or acceleration upon an event of default, all as more fully set forth herein and in the Bonds; and

WHEREAS, the Company shall reimburse the Bank for all amounts drawn under the Letter of Credit pursuant to the Letter of Credit Agreement; and

WHEREAS, the Authority has entered into the Loan Agreement with the Company, wherein the Authority will loan the proceeds of the Bonds to the Company and

wherein the Company agrees, among other things, to make certain loan payments to the Authority, all as set forth in the Loan Agreement; and

WHEREAS, the Authority has determined to assign, transfer and pledge unto the Trustee, as trustee under this Indenture, all right, title and interest of the Authority in and to the Loan Agreement and sums payable thereunder, except the Unassigned Authority’s Rights; and

WHEREAS, the Authority is authorized by the Act to borrow money, and the Authority deems it necessary to borrow money under and pursuant to provisions of this Indenture for the purposes of, among other things, financing the costs and expenses of the Project (all in accordance with applicable law) and of carrying out its obligations under the terms of the Loan Agreement, and, for that end, the Authority has duly authorized and directed the issuance, sale and delivery of the Bonds to be issued as fully registered bonds; and to secure payment of the principal thereof and the interest and premium, if any, thereon and the performance and observance of the covenants and conditions herein contained, the Authority has authorized the execution and delivery of this Indenture; and

WHEREAS, execution and delivery of this Indenture and the issuance of the Bonds hereunder and under the Act have been duly and validly authorized by resolution of the Board of the Authority duly adopted prior to such execution and delivery; and

WHEREAS, all acts and things necessary to make the Bonds, when authenticated by the Trustee and issued as in this Indenture provided, valid, binding and legal obligations of the Authority in accordance with their terms, and to constitute this Indenture a valid and binding agreement for the security of the Bonds, have been done and performed.

2

GRANTING CLAUSES AND AGREEMENTS

NOW, THEREFORE, in consideration of the premises and the acceptance by the Trustee of the trusts hereby created and of the purchase and acceptance of the Bonds issued and sold by the Authority under this Indenture by those who shall own the same :from time to time, and of the sum of one dollar, lawful money of the United States of America, duly paid to the Authority by the Trustee at or before the execution and delivery of this Indenture, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and for the purpose of fixing and declaring the terms and conditions upon which the Bonds are to be executed, authenticated, issued, delivered and accepted by all Persons who shall from time to time be or become owners thereof, and in order to secure the payment of the principal of, premium (if any) and interest on, and purchase price of, the Bonds according to their tenor and effect and the performance and observance by the Authority of all the covenants expressed or implied herein and in the Bonds and the payment and performance of all other of the Authority’s obligations, the Authority does hereby grant, bargain, sell, convey, pledge and assign, without recourse, unto the Trustee and unto its successors in the trust forever, and grants to the Trustee and to its successors in the trust, a security interest in all of the following:

GRANTING CLAUSE FIRST

All right, title and interest of the Authority in and to the Loan Agreement and the security granted thereunder and under the Collateral Documents and the Bond Documents, other than the Unassigned Authority’s Rights, including, but not limited to (i) the obligation of the Company under Section 3.03 of the Loan Agreement to make payments at such times and in such amounts as are necessary to pay the principal of, interest on, and redemption premium, if any, with respect to the Bonds and the purchase price thereof when due and payable upon tender of the Bonds for purchase in accordance with their terms, (ii) the present and continuing right to make claim for, collect, receive and receipt for any of the sums, amounts, income, revenues, issues and profits and any other sums of money payable or receivable under the Loan Agreement, the Collateral Documents and the other Bond Documents (except for amounts payable in respect of the Unassigned Authority’s Rights), (iii) the present and continuing right to bring actions and proceedings thereunder or for the enforcement thereof, and (iv) the present and continuing right to do any and all things which the Authority is or may become entitled to do under the Loan Agreement, the Collateral Documents and the other Bond Documents.

GRANTING CLAUSE SECOND

All right, title and interest of the Authority in and to all money and securities from time to time held by the Trustee under the terms of this Indenture; provided, however, that in consideration of the issuance of the Letter of Credit by the Bank, the Authority hereby grants a security interest in the Project Fund to the Bank in order to secure payment of the obligations of the Company under the Letter of Credit Agreement, the rights of the Bank therein being subject and subordinate to the rights of the Trustee and the holders of the Bonds so long as any amount due in respect of the Bonds remains unpaid.

3

GRANTING CLAUSE THIRD

Any and all other property rights and interests of every kind and nature from time to time hereafter by delivery or by writing of any kind granted, bargained, sold, alienated, demised, released, conveyed, assigned, transferred, mortgaged, pledged, hypothecated or otherwise subjected hereto, as and for additional security herewith, by the Company or any other Person on its behalf or with its written consent or by the Authority or any other Person on its behalf or with its written consent, and the Trustee is hereby authorized to receive any and all such property at any and all times and to hold and apply the same subject to the terms of this Indenture.

THE BONDS AND THE AUTHORITY’S COVENANTS UNDER THIS INDENTURE ARE SPECIAL, LIMITED OBLIGATIONS OF THE AUTHORITY, PAYABLE SOLELY FROM THE REVENUES AND OTHER MONEY PLEDGED THEREFOR DESCRIBED HEREIN AND IN THE LOAN AGREEMENT, AND ARE NOT IN ANY MANNER GENERAL OBLIGATIONS OF THE AUTHORITY OR OBLIGATIONS OF ANY KIND OF THE COMMONWEALTH OF PENNSYLVANIA OR ANY POLITICAL SUBDIVISION THEREOF, AND NEITHER THE GENERAL CREDIT OF THE AUTHORITY NOR THE GENERAL CREDIT OR THE TAXING POWER OF THE COMMONWEALTH OF PENNSYLVANIA OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED FOR THE PAYMENT OF THE BONDS OR THE PERFORMANCE OF THE AUTHORITY’S COVENANTS UNDER THIS INDENTURE.  NEITHER THE BONDS NOR THIS INDENTURE SHALL BE OR BE DEEMED AN OBLIGATION OF THE COMMONWEALTH OF PENNSYLVANIA OR ANY POLITICAL SUBDIVISION THEREOF.  THE OBLIGATION TO REIMBURSE THE BANK FOR DRAWS MADE UNDER THE LETTER OF CREDIT AND OTHER OBLIGATIONS UNDER THE LETTER OF CREDIT AGREEMENT ARE SOLELY OBLIGATIONS OF THE COMPANY.

TO HAVE AND TO HOLD all and singular the Trust Estate with all privileges and appurtenances hereby conveyed and assigned, or agreed or intended so to be, to the Trustee and its successors in trust, forever.

IN TRUST NEVERTHELESS, under and subject to the terms and conditions hereinafter set forth, (a) for the equal benefit, protection and security of the owners of any and all of the Bonds, all of which regardless of the time or times of their issuance or maturity shall be of equal rank, without preference, priority or distinction of any of the Bonds over any other thereof, except as otherwise provided in or pursuant to this Indenture, (b) for securing the observance and performance of the Authority’s obligations and all other conditions, promises, stipulations, agreements, terms and provisions of this Indenture and the uses and purposes herein expressed and declared, and (c) for the benefit of the Bank.

PROVIDED, HOWEVER, that if the Authority, its successors or assigns, well and truly pays, or causes to be paid, the principal of the Bonds issued hereunder and the premium (if any) and interest due or to become due thereon, and the purchase price due and payable upon tender thereof, at the times and in the manner mentioned in the Bonds and as provided herein, according to the true intent and meaning thereof, and shall cause the payments to be made into the Bond Fund as required under Article VI of this Indenture, or shall provide, as permitted

4

hereby, for payment thereof in accordance with Article XI of this Indenture, and shall well and truly keep, perform and observe all of the covenants and conditions pursuant to the terms of this Indenture and all other of the Authority’s obligations to be kept, performed and observed, and shall pay or cause to be paid to the Trustee all sums of money due or to become due in accordance with the terms and provisions of this Indenture, then upon such final payments or deposits as provided in Article XI of this Indenture, and upon the termination of the Loan Agreement, the right, title and interest of the Trustee in and to the Trust Estate shall cease, terminate and be void, and the Trustee shall thereupon assign, transfer, and turn over the Trust Estate to the Bank; provided, that if the Trustee shall have received written evidence from the Bank that all obligations of the Company under the Letter of Credit Agreement have been satisfied and that the Letter of Credit Agreement has been terminated, or if no Bank shall then exist, the Trust Estate shall be assigned, transferred land turned over to the Company; and the Trustee shall execute and deliver to the Authority, the Bank and the Company, as appropriate, such instruments in writing as shall be requisite to evidence such transfer of the Trust Estate.  Upon the Trustee’s assignment, transfer and turning over to the Bank or the Company, as appropriate, of the Trust Estate pursuant to the provisions of Article XI of this Indenture, the Trustee shall have no further duties, responsibilities or obligations under and pursuant to this Indenture, except as may be provided in said Article.

AND IT IS EXPRESSLY DECLARED that all Bonds issued and secured hereunder are to be issued, authenticated and delivered and all of the Trust Estate hereby pledged is to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes hereinafter expressed, and the Authority has agreed and covenanted and intending to be legally bound does hereby agree and covenant with the Trustee and with the respective Owners from time to time of the Bonds, or any part thereof as follows:

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ARTICLE I

DEFINITIONS: CONTENT OF CERTIFICATES AND OPINIONS; TIME OF DAY

SECTION 1.01.Definitions.  Unless the context otherwise requires, the terms and phrases defined in this Section shall, for all purposes of this Indenture, the recitals to, this Indenture, any indenture supplemental to this Indenture and any certificate, opinion or other document herein mentioned, have the meanings specified in this Article.

“Accountant” means any firm of independent certified public accountants (not an individual) selected by the Company and acceptable to the Bank.

“Act” means the Economic Development Financing Law of the Commonwealth, the Act of August 23, 1967, P.L. 251, as amended and supplemented, 73 P.S. §§371 et seq.

“Additional Payments” means any payments required to be made by the Company pursuant to the Loan Agreement which are not required to be (i) applied to the payment of scheduled debt service on the Bonds or (ii) reimbursed to the Bank for money drawn on the Letter of Credit to pay debt service on the Bonds.

“Administrative Expenses” means those expenses of the Authority and the Bank which are properly chargeable to the Company on account of the Bonds and the Bond Documents as administrative expenses under Generally Accepted Accounting Principles and include, without limiting the generality of the foregoing, the following: (a) fees and expenses of the Trustee, the Tender Agent, the Authority, the Bank and the Placement and Remarketing Agent; and (b) fees and expenses of professional advisors to the Authority, the Bank, the Trustee, the Tender Agent and the Placement and Remarketing Agent reasonably necessary and fairly attributable to the Project, the Project Facilities or the Bonds, including without limiting the generality of the foregoing, fees and expenses of counsel to the Authority, the Trustee, the Tender Agent, the Bank or the Placement and Remarketing Agent.

“Authority” means the Berks County Industrial Development Authority, an industrial and commercial development authority organized and existing under the Act, and its successors and assigns.

“Authority Board” means the governing body of the Authority at any given time.

“Authority Officer” means the Chairman, Vice Chairman, Secretary or Assistant Secretary of the Authority and, when used with reference to an act or document, also means any other Person authorized by resolution of the Authority to perform such act or sign such document.

“Authorized Representative” means with respect to the Company, the President or a Vice President of the Company, or any other Person designated as an Authorized Representative of the Company by a Certificate of the Company signed by the Secretary or Assistant Secretary of the Company and filed with the Trustee.

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“Available Money” means (i) money derived from drawings under the Letter of Credit, (ii) money held by the Trustee in funds and accounts established under this Indenture for a period of at least one hundred twenty-four (124) days and not commingled with any money so held for less than said one hundred twenty-four (124) day period, provided that during and prior to such period no petition in bankruptcy was filed by or against the Company or the Authority under the Bankruptcy Code or any applicable state bankruptcy or insolvency law, unless such petition was dismissed and all applicable appeal periods have expired without an appeal having been filed, (iii) investment income derived from the investment of money described in clauses (i) or (ii) of this definition, or (iv) any other money, if the Trustee and the Bank have received an opinion of Bankruptcy Counsel to the effect that payment of the principal, interest, purchase price or redemption price of the Bonds, as applicable, with such money would | not, in the event of bankruptcy of the Authority, the Company, any affiliate of the Company or other payor, constitute a voidable preference under the Bankruptcy Code or any applicable state bankruptcy or insolvency law.

“Bank” means, initially, The First National Bank of Maryland, a national banking association organized under the laws of the United States of America, with an office located in Baltimore, Maryland, as issuer of the Letter of Credit, and its lawful successors and assigns in that capacity, and, if a Substitute Letter of Credit is issued and outstanding, the issuer of such Substitute Letter of Credit and its lawful successors and assigns in that capacity.

“Bankruptcy Code” means the Federal Bankruptcy Code, 11 U.S.C. §101 et seq., as amended and supplemented from time to time.

“Bankruptcy Counsel” means Counsel experienced in matters relating to the Bankruptcy Code who is not unacceptable to the Trustee.

“Bond Counsel” means Rhoads & Sinon LLP, Harrisburg, Pennsylvania, or such other attorney at law or firm of attorneys at law of nationally recognized standing in matters pertaining to bonds issued by states and their political subdivisions (including the status of the interest paid thereon for federal income tax purposes), duly admitted to the practice of law before the highest court of any state, district or territory of the United States of America.

“Bond Documents” means any or ail of the Loan Agreement, this Indenture, the Tender Agent Agreement, the Placement and Remarketing Agreement, and all documents, certificates and instruments executed in connection therewith.

“Bond Fund” means the fund created in Section 6.01 of this Indenture.

“Bond Register” means the books and records, whether in printed or electronic form, maintained by the Bond Registrar for the purpose of recording ownership, transfer of ownership, and exchange of Bonds.

“Bond Registrar” means, initially, the Trustee or the Tender Agent, acting in the capacity of bond registrar or co-bond registrar for the Bonds, and, if at any time another bank, bank and trust company, trust company or national banking association shall be appointed by the Authority to succeed the Trustee or the Tender Agent in such capacity, such successor bond registrar for the Bonds.

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“Bonds” means the Variable Rate Demand/Fixed Rate Revenue Bonds (Stabler Companies Inc. Project), Series of 1998, of the Authority authorized to be issued under this Indenture in the aggregate principal amount of $6,000,000.

“Business Day” shall mean any day other than (i) a Saturday or Sunday, or (ii) a legal holiday on which banking institutions in the city in which the Designated Office of the Trustee is located, or the city in which the principal office of the Bank is located are authorized or required by law to close, or (iii) a day on which the New York Stock Exchange is closed; provided, however, that on or prior to the Conversion Date, any day on which banking institutions in the city in which the Delivery Office of the Tender Agent is located are authorized or required by law to close shall also not be a “Business Day.”

“Certificate,” “Statement,” “Request,” “Requisition,” and “Order” means (a) with respect to the Authority, a written certificate, statement, request, requisition or order signed in the name of the Authority by an Authority Officer, or (b) with respect to the Company, a written certificate, statement, request, requisition or order signed by an Authorized Representative of the Company.  Any such instrument and supporting opinions or representations, if any, may, but need not, be combined in a single instrument with any other instrument, opinion or representation, and the two or more so combined shall be read and construed as a single instrument.  If and to the extent required by Section 1.02 of this Indenture, each such instrument shall include the statements provided for in such Section 1.02.

“Certified Resolution of the Authority” means a copy of a resolution of the Authority Board certified by the Secretary or the Assistant Secretary of the Authority, or other officer serving in a similar capacity, under its corporate seal, to have been duly adopted by the Authority Board and to be in full force and effect as of the date of such certification.

“Certified Resolution of the Company” means a copy of the resolution or other appropriate action of the Company certified by the Secretary or Assistant Secretary of the Company, under its corporate seal, to have been duly adopted by the Board of Directors of the Company or an appropriate committee thereof and to be in full force and effect as of the date of such certification.

“Clearing Fund” means the fund established by that name pursuant to Section 3.03 of this Indenture.

“Closing Date” means September 25, 1998, or such other date which shall be the date of the execution and delivery of the Loan Agreement and the other Bond Documents and the issuance and delivery of the Bonds.

“Code” means the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunder.

“Collateral” means all of the rights and assets of the Company or any other Person in which the Authority or the Trustee is now or hereafter granted a lien or security interest to secure the performance of (i) the Company’s obligations under the Loan Agreement or any of the Bond Documents or (ii) the obligations of the Authority hereunder or under the Bonds.

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“Collateral Documents” means all documents (if any) executed and delivered or to be executed and delivered under which the Authority or the Trustee is granted a lien or security interest in any of the rights and assets of the Company or any other Person in order to secure the performance of the Company’s obligations under the Loan Agreement or any other Bond Documents or the obligations of the Authority hereunder or under the Bonds.

“Commonwealth” means the Commonwealth of Pennsylvania.

“Company” means Stabler Companies Inc., a Pennsylvania corporation with its principal office at 63 5 Lucknow Road, Harrisburg, PA 17110.

“Completion Date” means the date of completion of the Project, as that date shall be certified as provided in Section 2.03 of the Loan Agreement.

“Conversion Date” means the Business Day on or after November 1, 1998, selected as the day on which the interest rate on the Bonds shall be converted from the Floating Rate to the Fixed Rate pursuant to the exercise of the Conversion Option.

“Conversion Option” means the option granted to the Company in Section 5.01 of this Indenture, pursuant to which the interest rate on the Bonds may be converted from the Floating Rate to the Fixed Rate as of the Conversion Date.

“Cost” or “Costs” means any cost in respect of the Project permitted to be financed with proceeds of the Bonds under the Act and the Code.

“Counsel” means an attorney-at-law or law firm (who may be counsel for the Company or for the Authority) not unsatisfactory to the Trustee.

“County” means the County of Berks, Pennsylvania.

“Debt Service Requirements” means, with respect to the Bonds and with reference to a particular, specified period:

(a)amounts required to be paid into any mandatory sinking fund account for Bonds during such period; and

(b)amounts needed to pay the principal of Bonds maturing during such period and not to be redeemed prior to maturity from amounts on deposit in any mandatory sinking fund or similar bond redemption or retirement account; and

(c)interest payable on Bonds during such period, excluding capitalized interest and interest payable from amounts on deposit with the Trustee and available for payment thereof.

“Delivery Office” means the office of the Tender Agent designated by it in the Tender Agent Agreement as the place where Bonds shall be tendered for purchase or such other office of the Tender Agent as it may from time to time designate for such purpose by written

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notice to the Owners of Bonds, the Trustee, the Bank, the Placement and Remarketing Agent and the Authority.

“Demand Purchase Notice” means a notice delivered pursuant to subparagraph(i) of Section 5.04 of this Indenture.

“Demand Purchase Option” means the option granted to Owners of Bonds to require that Bonds be purchased prior to the Conversion Date in accordance with the terms and conditions set forth in Section 5.04 of this Indenture.

“Designated Office” means, with respect to the Trustee, its corporate trust office in the City of Harrisburg, Pennsylvania or such other office (or offices) of the Trustee as the Trustee may from time to time designate by written notice to the Owners of the Bonds, the Bank, the Placement and Remarketing Agent and the Authority as the place (or places) at which Bonds may be presented or surrendered for payment upon maturity or redemption or for exchange or registration of the transfer of ownership.

“Determination Date” means, with respect to any Floating Rate Bonds, each Wednesday or, if such Wednesday is not a Business Day, the next succeeding Business Day.

“Determination of Taxability” means, with respect to any Bond, a determination that interest thereon must be included in the gross income of the Holder thereof (if such Holder is other than a “substantial user” of the Project Facilities or a “related person” to such a “substantial user,” within the meaning of Section 147(a) of the Code); a “Determination of Taxability” shall be deemed to have been made upon the earliest of any of the following dates:

(i) the date on which the Company files with the Trustee a statement to the effect that an Event of Taxability has occurred, if such statement is supported by one or more tax schedules, returns or documents that disclose that such an Event of Taxability has occurred;

(ii) the date on which the Company or the Trustee is advised by private ruling, technical advice or any other written communication from any authorized official of the Internal Revenue Service that, based upon any filing of the Company or any other person or entity, or upon any review or audit of the Company or any other person or entity, or upon any other grounds whatsoever, an Event of Taxability has occurred;

(iii) the date on which the Trustee or the Company is advised that a court of competent jurisdiction has issued a final order, declaration, ruling or judgment to the effect that an Event of Taxability has occurred;

(iv) the date on which the Trustee receives written notice from any owner of Bonds that such owner has received a written assertion or claim by any authorized official of the Internal Revenue Service that an Event of Taxability has occurred; or

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(v) the date on which the Trustee is notified that the Internal Revenue Service has issued any private ruling, technical advice or any other written communication, with or to the effect that an Event of Taxability has occurred with respect to the Bonds;

provided, however, that (a) no Determination of Taxability described in either clause (i) or clause (v) of this definition shall be deemed to have occurred unless the Trustee shall have received a written opinion of Bond Counsel who is satisfactory to the Bank and the Company and not unsatisfactory to the Trustee, in form and substance satisfactory to the Bank and the Company and not unsatisfactory to the Trustee, to the effect that an Event of Taxability has occurred; and (b) no Determination of Taxability described in any of clauses (i), (ii), (iii), (iv) or (v) of this definition shall be deemed to have occurred until 180 days shall have elapsed from the date described in such clause above without such Determination of Taxability having been rescinded or canceled.

“DTC” means The Depository Trust Company.

“Event of Default” means any of the events specified in Section 8.01 of this Indenture.

“Event of Taxability” means, with respect to any Bond, a change of law or regulation, or the interpretation thereof, or the occurrence of any other event or the existence of any other circumstances (including without limitation the fact that any representations or warranties of the Company or the Authority made in connection with the issuance of the Bonds is or was untrue or that a covenant of the Company has been breached) that has the effect of causing interest payable on any Bond to be included in gross income for federal income tax purposes under Section 103 of the Code other than by reason that such interest (i) is included in the gross income of an owner or former owner of any Bond while such owner or former owner is or was a “substantial user” or a “related person” to a “substantial user” (as such terms are used in Section 147(a)(l) of the Code) of the Project Facilities or (ii) is deemed an item of tax preference, including without limitation an item subject to any alternative minimum tax.

“Fiscal Year” means the period of twelve (12) consecutive months beginning January 1 of each year, or such other period of twelve consecutive months established by the Company as its fiscal year.

“Fixed Rate” means the interest rate in effect on any Bonds from and after the Conversion Date, as said rate is determined in accordance with Section 2.02(D) of this Indenture.

“Fixed Rate Bonds” means Bonds which bear interest at the Fixed Rate.

“Fixed Rate Period” means the period during which the Bonds bear interest at the Fixed Rate.

“Floating Rate” means a variable rate of interest equal to the minimum interest rate necessary, in the sole judgment of the Placement and Remarketing Agent, to sell the Bonds on the applicable Determination Date at a price equal to the principal amount thereof, exclusive of any accrued interest, as such rate of interest is determined for each Weekly Period, beginning

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with the Weekly Period commencing on the Series Issue Date and ending with the Weekly Period ending on the day preceding the Conversion Date, in accordance with Section 2.02(C) of this Indenture.

“Floating Rate Bonds” means Bonds which bear interest at the Floating Rate.

“Generally Accepted Accounting Principles” means those accounting principles applicable in the preparation of financial statements of business corporations or governmental authorities, as appropriate, as promulgated by the Financial Accounting Standards Board or such other body recognized as authoritative by the American Institute of Certified Public Accountants or any successor thereto.

“Government Obligations” means direct obligations of (including obligations issued or held in book entry form), or obligations the principal of and interest on which are unconditionally guaranteed as to full and timely payment by, the United States of America.

“Indenture” means this Indenture, as originally executed or as it may be supplemented, modified or amended from time to time by any Supplemental Indenture or Supplemental Indentures.

“Interest Payment Date” means, with respect to the Bonds, (a) prior to the Conversion Date, the first day of every calendar month, commencing November 2, 1998, or, if such day is not a Business Day, the next succeeding Business Day, and (b) from and after the Conversion Date, the first day of the sixth month following the Conversion Date and each anniversary thereof and the first day of the twelfth month following the Conversion Date and each anniversary thereof, commencing on the first of such dates to occur following the Conversion Date.

“Investment Securities” means any of the following which at the time are legal investments under the laws of the Commonwealth for the money held under this Indenture then proposed to be invested:

(i)Government Obligations;

(ii)bonds, debentures, notes or other evidences of indebtedness issued by any agency or other governmental or other government-sponsored agencies which may be hereafter created by the United States of America, provided, however, that the full and timely payment of the securities issued by each such agency or government sponsored agency is secured by the full faith and credit of the United States of America;

(iii)certificates of deposit of, or time deposits in, any bank (including the Trustee) or savings and loan association having securities rated at the time of purchase or acquisition in one of the three highest rating categories of Moody’s or S&P;

(iv)certificates which evidence ownership of the right to the payment of the principal of and interest on obligations described in clauses (i) or (ii) of this definition, provided that such obligations are held in the custody of a bank or trust

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company acceptable to the Trustee in a special account separate from the general assets of such custodian;

(v)obligations which are rated at the time of purchase in one of the two highest rating categories of Moody’s and the interest on which is not included in gross income for federal income tax purposes and the timely payment of the principal of and interest on which is fully provided for by the deposit in trust or escrow of cash or obligations described in clauses (i) or (ii) of this definition;

(vi)guaranteed investment contracts or other similar financial instruments with a commercial bank, insurance company or other financial institution whose long term debt obligations are rated at the time of purchase in one of the three highest rating categories by Moody’s;

(vii)any investment approved in writing by the Bank and each Rating Agency, if any, then maintaining a credit rating on the Bonds;

(viii)securities of the type described in clauses (i) or (ii) of this definition purchased under or otherwise subject to an agreement by a registered broker/dealer subject to the Securities Investors Protection Corporation jurisdiction or a financial institution insured by the Federal Deposit Insurance Corporation to purchase the same from the Trustee on a future date or dates at a determinable price, if such broker/dealer or financial institution has an uninsured, unsecured and unguaranteed obligation rating at the time of purchase of “PI” or “A-3” or better by Moody’s and “A-l” or “A-” or better by S&P, provided: (1) a master repurchase agreement or specific written repurchase agreement governs the transaction; (2) the obligations are held by the Trustee (or an independent third party acting solely as agent for the Trustee, provided that such third party agent (A) is a Federal Reserve Bank or a bank that is a member of the Federal Deposit Insurance Corporation and has combined capital, surplus, and undivided profits of not less than $50,000,000 and (b) has provided written confirmation to the Trustee that it holds such securities solely as agent for the Trustee and free of any lien or claims of any third party) free and clear of any lien or claims by a third party; (3) a perfected security interest under the Uniform Commercial Code or the book-entry procedures prescribed at 31 CFR 3 06.1 et seq. or 31 CFR 350.0 et seq. is created in such securities for the benefit of the Trustee (or for the benefit of such independent third party as agent for the Trustee); and (4) the applicable repurchase agreement provides that the underlying securities shall be valued at least monthly and that the fair market value of the underlying securities in relation to the amount of the repurchase obligation, including principal and interest, shall at all times of valuation be equal to at least 103%, failing which the Trustee shall be authorized to sell the underlying securities;

(ix)money market funds investing in Investment Securities of the kind specified in clauses (i) or (ii) of this definition and repurchase agreements with respect to such kinds of Investment Securities, including any proprietary mutual fund of the Trustee or for which the Trustee or an affiliate of the Trustee serves as financial advisor or provides other services and receives reasonable compensation therefor;

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(x)commercial paper that is rated at the time of purchase in the single highest classification, “A-1+” by S&P and “P-l” by Moody’s, and that matures not more that 270 days after the date of purchase; and

(xi)any other investment, security or obligation constituting a permitted investment under applicable law for the particular funds involved, provided that the Bank and each Rating Agency (if any) then maintaining a credit rating on the Bonds consent to the investment of such funds in such security or obligation.

“Issuance Costs” means costs of issuing or carrying the Bonds, including underwriter’s spread or Placement and Remarketing Agent’s placement fee; fees of bond counsel, underwriter’s or Placement and Remarketing Agent’s counsel, issuer’s counsel, company counsel and other specialized counsel incurred in connection with the issuance of the Bonds or the borrowing of the proceeds thereof by the Company; financial advisor fees incurred in connection with the borrowing; rating agency fees, trustee fees, paying agent and certifying and authenticating agent fees related to issuance of the Bonds; accountant fees related to issuance of the Bonds; printing costs (for the Bonds and of preliminary and final offering or disclosure materials); costs incurred in connection with the required public approval process (including costs for advertising public hearings and meetings and conducting the same); and costs of engineering and feasibility studies necessary to the issuance of the Bonds (as opposed to such studies related solely to completion of the Project, and not to the financing), but not bond insurance premiums or credit enhancement fees to the extent that the same are qualified to be treated as interest expense under federal tax regulations relating to tax-exempt bonds.

“Kutztown Property” means that certain parcel or those certain parcels of real property known and numbered as 210 Hinterleiter Road in the Township of Maxatawny, Berks County, Pennsylvania, as more fully described in the Loan Agreement, the Letter of Credit Agreement and the Collateral Documents.

“Letter of Credit” means the irrevocable direct pay letter of credit issued by the Bank pursuant to the provisions of the Letter of Credit Agreement, or, in the event of delivery of a Substitute Letter of Credit, such Substitute Letter of Credit.

“Letter of Credit Agreement” means the Letter of Credit Agreement dated for convenience as of September 1, 1998, by and among the Company and The First National Bank of Maryland, as issuer of the initial Letter of Credit, as the same may be amended or supplemented, and any other, similar agreement subsequently entered into by the Company and the Bank in connection with the issuance of any Substitute Letter of Credit, and all amendments and supplements thereto, whichever shall at the time be in effect.

“Letter of Credit Termination Date” means the later of (i) the date upon which the Letter of Credit shall expire or terminate pursuant to its terms, or (ii) the date to which the expiration or termination of the Letter of Credit may be extended, from time to time, either by extension or renewal of the existing Letter of Credit or the issuance and delivery of a Substitute Letter of Credit to the Trustee.

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“Loan Agreement” means the Loan Agreement, dated for convenience as of September 1, 1998, between the Authority and the Company, together with all supplements thereto made and delivered in accordance with the terms and provisions thereof and of this Indenture.

“Mandatory Tender Date” means a date upon which Bonds are subject to mandatory tender in accordance with terms of Section 5.03 hereof.

“Mandatory Tender Notice” means the notice required to be given in connection with a mandatory tender of Bonds in accordance with provisions of Section 5.03 hereof.

“Maturity Date” means, with respect to the Bonds, October 1, 2018.

“Maximum Rate” means the lesser of (i) twelve percent (12%) per annum or (ii) the highest rate permitted by applicable law.

“Moody’s” means Moody’s Investors Service, a corporation organized and existing under the laws of the State of Delaware, its successors and assigns, or, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, any other nationally recognized securities rating agency designated by the Authority with the approval of the Company.

“Net Proceeds,” when used with respect to any insurance proceeds or any condemnation award (including any amount received as consideration for a deed in lieu of condemnation), means the amount remaining after deducting all expenses (including attorneys’ fees and disbursements) incurred in the collection of such proceeds or award from the gross amount of such insurance proceeds or condemnation award.

“Obligation Termination Date” means the date on which the Bank delivers to the Trustee a certificate to the effect that all obligations owing to the Bank under the Letter of Credit Agreement have been paid in full.

“Officers’ Certificate” means, with respect to the Authority, a certificate duly executed by its Chairman, Vice Chairman, Secretary, Assistant Secretary, Treasurer, Assistant Treasurer or Authorized Officer under its corporate seal and, with respect to the Company, a certificate duly executed by an Authorized Representative of the Company, whether or not under its corporate seal.

“Oley Property” means that certain parcel or those certain parcels of real property known and numbered as 59 Beiber Mill Road in the Township of Oley, Berks County, Pennsylvania, as more fully described in the Loan Agreement, the Letter of Credit Agreement and the Collateral Documents.

“Opinion of Counsel” means a written opinion of Counsel selected by the Authority, the Company or the Trustee, as the context shall indicate.  If and to the extent required by the provisions of Section 1.02 of this Indenture, each Opinion of Counsel shall include in substance the statements provided for in such Section 1.02.

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“Optional Tender Date” means a date upon which Bonds are subject to tender for purchase at the option of the Holders thereof in accordance with provisions of Section 5.04 hereof.

“Outstanding” means, when used as of any particular time with reference to Bonds and subject to the provisions of Section 12.10, all Bonds theretofore, or thereupon being, authenticated and delivered by the Trustee under this Indenture, except (1) Bonds theretofore canceled by the Trustee or surrendered to the Trustee for cancellation; (2) Bonds with respect to which all liability of the Authority shall have been discharged in accordance with Section 11.02, including Bonds (or portions of Bonds) referred to in Section 12.10; and (3) Bonds for the transfer or exchange of which, or in lieu of or in substitution for which, other Bonds shall have been authenticated and delivered by the Trustee pursuant to this Indenture.

“Owner,” “Holder” or “Bondholder” means, with respect to any Bond, the Person in whose name ownership of such Bond is registered on the Bond Register.

“Person” means an individual, corporation, firm, association, partnership, trust, or other legal entity or group of entities, including a governmental entity or any agency or political subdivision thereof.

“Placement and Remarketing Agent” means The First National Bank of Maryland;

“Placement and Remarketing Agreement” means the Bond Placement and Remarketing Agreement, dated September 25, 1998, by and among the Authority, the Company and the Placement and Remarketing Agent, relating to the initial placement of, and subsequent remarketing of, the Bonds by the Placement and Remarketing Agent with one or more initial purchasers thereof.

“Pledge Agreement” means (i) the Pledge and Security Agreement dated for convenience as of September 1, 1998, by and between the Bank and the Company, as the same may be amended or supplemented, or (ii) any similar agreement subsequently entered into by the Company and the issuer of a Substitute Letter of Credit, and all amendments and supplements thereto, whichever shall at the time be in effect.

“Pledged Bonds” means any Bonds which shall, at the time, be held in pledge for the benefit of the Bank by the Pledged Bonds Custodian pursuant to the Pledge Agreement.

“Pledged Bonds Custodian” means the Tender Agent, acting as custodian for the Pledged Bonds under the terms and conditions of the Pledge Agreement, or such other bank or bank and trust company at the time serving as successor to the Tender Agent in such capacity.

“Project” means: (1) the installation of a 500 ton per hour aggregate (stone based paving and related materials manufacturing) plant at the quarrying facilities owned and operated by Stabler Companies Inc. (the “Beneficiary”), on the Kutztown Property; (2) the acquisition of new equipment including quarry pit haul units and bulldozers for use in connection with the aggregate manufacturing facilities of the Beneficiary at the Oley Property; and (3) the payment of a portion of the costs and expenses of such financing, together with any additional

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undertakings to be financed in whole or in part with the proceeds of the Bonds under the terms and conditions set forth in Section 5.04 of the Loan Agreement or any amendment or supplement to the Loan Agreement duly executed in accordance with the terms hereof and of the Loan Agreement.

“Project Facilities” means, collectively, the Project Properties, the building, fixtures, equipment, machinery and other facilities located or to be located on the Project Properties, including the improvements, equipment, furnishings and other property acquired, constructed, installed, purchased or refinanced, in whole or in part, with the proceeds of the Bonds as part of the Project.

“Project Fund” means the fund established by that name pursuant to Article VI of this Indenture.

“Project Properties” means the Kutztown Property and the Oley Property.

“Purchase Date” means (a) with respect to the mandatory tender of Bonds for purchase in connection with an exercise of the Conversion Option, the date established as the Conversion Date in accordance with the provisions of Section 5.01, (b) with respect to any mandatory tender for purchase pursuant to Section 5.03 in connection with the delivery of a Substitute Letter of Credit, the Substitution Date, and (c) with respect to an optional tender for purchase of a Floating Rate Bond by the Owner thereof, the Business Day designated by such Owner as the date for purchase of such Bond (or the designated portion thereof) in the Demand Purchase Notice delivered in accordance with Section 5.04.

“Purchase Price” means an amount equal to 100% of the principal amount of any Bond tendered or deemed tendered for purchase pursuant to Sections 5.01, 5.03 or 5.04 of this Indenture, plus accrued and unpaid interest thereon to the applicable Purchase Date.

“Rating Agency” means Moody’s, when the Bonds are rated by Moody’s, and S&P, when the Bonds are rated by S&P.

“Rebate Consultant” shall mean a firm of investment bankers, a financial advisory firm, a law firm, a certified public accountant, or a firm of certified public accountants which is not unsatisfactory to the Company, the Authority or the Trustee and which is experienced in the calculation of amounts required to be rebated to the United States under Section 148(f) of the Code.

“Rebate Fund” means the fund by that name established pursuant to the provisions of Section 6.13 of this Indenture.

“Record Date” means, with respect to any Interest Payment Date on or prior to the Conversion Date, the Business Day next preceding such Interest Payment Date and, with respect to any Interest Payment Date after the Conversion Date, the fifteenth (15th) calendar day next preceding such Interest Payment Date.

“Placement and Remarketing Agent” means, initially, The First National Bank of Maryland, in its capacity as Placement and Remarketing Agent for the Bonds under the terms of

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the Indenture, and from time to time such other Person or Persons, singly or collectively, as may have been duly appointed by the Company and approved in writing by the Authority to serve as Placement and Remarketing Agent or successor Placement and Remarketing Agent for the Bonds and at the time serving in such capacity.

“Placement and Remarketing Agreement” means the Placement and Remarketing Agreement, dated for convenience as of September 1, 1998, by and between the Company and The First National Bank of Maryland, with respect to the remarketing of Bonds tendered for purchase in accordance with this Indenture, as the same may be amended or supplemented, and any other, similar agreement subsequently entered into between the Company and the Placement and Remarketing Agent, and all amendments and supplements thereto, whichever shall at the time be in effect.

“Revenues” means all amounts received by the Authority, or by the Trustee for the account of the Authority, pursuant or with respect to the Loan Agreement, and all amounts received by the Authority or by the Trustee with respect to the Letter of Credit, including without limiting the generality of the foregoing, payments under the Loan Agreement (including both timely and delinquent payments and late charges, irrespective of the source from which paid), prepayments, insurance proceeds, condemnation proceeds, and all interest, profits or other income derived from the investment of amounts in any fund or account established pursuant to this Indenture (exclusive of the Rebate Fund).

“Series Issue Date” means September 25, 1998, i.e., the date on which the Bonds are issued and delivered to the original purchaser(s) in exchange for the purchase price thereof.

“S&P” means Standard & Poor’s Corporation, a division of The McGraw-Hill Companies, its successors and assigns, or, if such organization shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, such securities rating agency as shall be designated by the Authority with the approval of the Company.

“Special Interest Payment Date” means, with respect to the payment of any overdue interest on Bonds, the date established by the Trustee for the payment of such overdue interest.

“Special Record Date” means the record date for the payment of overdue interest on Bonds established by notice mailed by the Trustee on behalf of the Authority not less than fifteen (15) days preceding such Special Record Date and not less than twenty (20) days, but not more than thirty (30) days, prior to the Special Interest Payment Date.  Such notice shall be mailed to the Persons in whose name the Bonds are registered at the close of business of the Trustee on the fifth (5th) day preceding the date of mailing.

“Substitute Bank” means a commercial bank, bank and trust company, national bank, savings and loan association or savings bank organized and doing business in the United States or a branch or agency of a foreign commercial bank located and doing business in the United States and subject to regulation by state or federal banking regulatory authorities.

“Substitute Letter of Credit” means a letter of credit delivered to the Trustee in accordance with Section 4.07 of the Loan Agreement (i) issued by the Bank or a Substitute Bank

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the long-term unsecured debt of which shall then have been assigned a credit rating by Moody’s of not lower than the lower of the then current rating on the Bonds and “Aa3,” (ii) replacing any existing Letter of Credit, (iii) dated no later than the date of the expiration or replacement of the Letter of Credit for which the same is to be substituted, (iv) stated to expire on a date which is at least ten (10) days after an Interest Payment Date for the Bonds, and (v) issued with substantially identical terms and conditions as the then existing Letter of Credit, except that the stated amount of the Substitute Letter of Credit shall equal the sum of (A) the aggregate principal amount of Bonds at the time Outstanding, plus (B) an amount equal to (i) prior to the Conversion Date, interest computed at the Maximum Rate on all Bonds at the time Outstanding for the minimum number of days required by Moody’s to maintain the then-current rating on the Bonds; and (ii) from and after the Conversion Date, interest for the minimum number of days required by the Rating Agency to maintain the then-current rating on the Bonds (or if the then current rating is a short-term rating, the comparable long-term rating), or, if there is no Rating Agency then maintaining a credit rating on the Bonds, for 210 days, computed at the Fixed Rate on all Bonds at the time Outstanding,

“Substitution Date” shall mean the date on which the Company delivers a Substitute Letter of Credit to the Trustee in accordance with the terms and conditions of Section 4.07 of the Loan Agreement.

“Supplemental Indenture” means any indenture hereafter duly authorized and entered into between the Authority and the Trustee supplementing, modifying or amending this Indenture, but only if and to the extent that such Supplemental Indenture is specifically authorized hereunder.

“Tax Compliance Agreement” means the Tax Compliance Agreement and Certificate dated for convenience as of September 25, 1998, by and between the Authority, the Company, and the Trustee.

“Tender Agent” means Dauphin Deposit Bank and Trust Company, and its successors and any corporation resulting from or surviving any consolidation or merger to which it or its successors may be a party and any successor Tender Agent at the time serving as successor tender agent hereunder and under the Tender Agent Agreement.

“Tender Agent Agreement” means the Tender Agent Agreement dated for convenience as of September 1, 1998, among the Company and the Tender Agent, as tender agent for the Bonds, as the same may be amended or supplemented, and any other, similar agreement subsequently entered into between the Company and the Tender Agent, and all amendments and supplements thereto which shall at the time be in effect.

“Trust Estate” means all property rights and interests transferred, assigned, or otherwise pledged to the Trustee and the Bank pursuant to the Granting Clauses of this Indenture, excluding, however, the money on deposit from time to time in the Rebate Fund pursuant to Section 6.13 of this Indenture.

“Trustee” means Dauphin Deposit Bank and Trust Company, as trustee, and its successors in the trust hereunder.

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“Unassigned Authority’s Rights” means the Authority’s rights to receive payment of its Administrative Expenses and Additional Payments (to the extent payable directly to the Authority) and the Authority’s rights to indemnification.

“Undelivered Bonds” means any Bonds subject to purchase pursuant to Sections 5.01, 5.03 or 5.04 of this Indenture which the Owners have failed to deliver for purchase on the applicable Purchase Date in accordance with the terms and provisions of such Sections.

“United States” means the United States of America.

“Unremarketed Bonds” means Bonds which have been purchased pursuant to Sections 5.01, 5.03 or 5.04 of this Indenture but which have not been remarketed.

“Weekly Period” means the seven-day period commencing on Wednesday and ending on and including Tuesday of the following calendar week, except that the first Weekly Period with respect to the Bonds shall commence on the Series Issue Date and end on and include the following Tuesday, and (ii) the last Weekly Period preceding a conversion of the interest rate on the Bonds from the Floating Rate to a Fixed Rate shall end on and include the last day prior to the Conversion Date.

SECTION 1.02.Content of Certificates and Opinions.  The Trustee may, but shall not be obligated to, require that every certificate or opinion provided for in this Indenture with respect to compliance with any provision of this Indenture shall include (1) a statement to the effect that the Person making or giving such certificate or opinion has read such provision and the definitions herein relating thereto; (2) a brief statement as to the nature and scope of the examination or investigation upon which the certificate or opinion is based; (3) a statement to the effect that such Person has made or caused to be made such examination or investigation as is necessary, in such Person’s opinion, to enable such Person to express an informed opinion with respect to the subject matter referred to in the instrument to which such Person’s signature is affixed; (4) a statement of the assumptions upon which such certificate or opinion is based, and that such assumptions are reasonable; and (5) a statement as to whether, in the opinion of such Person, such provision has been complied with.

Any such certificate or opinion made or given by an officer of the Authority or the Company may be based, insofar as it relates to legal or accounting matters, upon a certificate or opinion of or representation by Counsel or an Accountant, unless such officer knows, or in the exercise of reasonable care should have known, that the certificate, opinion or representation with respect to the matters upon which such certificate or statement may be based, as aforesaid, is erroneous.  Any such certificate or opinion made or given by Counsel or an Accountant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Authority or the Company as the case may be) upon a certificate or opinion of or representation by an officer of the Authority or the Company, unless such Counsel or Accountant knows, or in the exercise of reasonable care should have known, that the certificate or opinion or representation with respect to the matters upon which such Person’s certificate or opinion or representation may be based, as aforesaid, is erroneous.  The same officer of the Authority or the Company, or the same Counsel or Accountant, as the case may be, need not

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certify to all of the matters required to be certified under any provision of this Indenture, but different officers, Counsel or Accountants may certify to different matters, respectively.

SECTION 1.03.Time of Day.  In this Indenture and in the Bonds, all references to any time of the day shall refer to Eastern Standard Time or Eastern Daylight Saving Time, as in effect in the City of New York, New York, on such day, unless otherwise specified.

SECTION 1.04.Interpretation.  (a) Unless the context otherwise indicates, words expressed in the singular shall include the plural and vice versa and the use of the neuter, masculine, or feminine gender is for convenience only and shall be deemed to mean and include the neuter, masculine or feminine gender, as appropriate.

(b)Headings of Articles and Sections and the table of contents of this Indenture are solely for convenience of reference, do not constitute a part of this Indenture and shall not affect the meaning, construction or effect of this Indenture.

(c)All references herein to “Articles,” “Sections,” and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Indenture; the words “herein,” “hereof,” “hereby,” “hereunder,” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or subdivision of this Indenture.

(d)Whenever in this Indenture it is required that notice be provided to the Bank or that consent of the Bank be obtained, such provisions shall be effective only when (i) the Letter of Credit is in effect or (ii) the Bank, in its capacity as provider of the Letter of Credit, is the Owner of any Bonds.

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ARTICLE II

THE BONDS

SECTION 2.01.Authorization of Bonds: Bonds Equally and Ratably Secured.  There is authorized for issuance under this Indenture, for the purpose of financing a portion of the costs of the Project, a single series of bonds, in the aggregate principal amount of $6,000,000, which shall be designated specifically as the Authority’s “Variable Rate Demand/Fixed Rate Revenue Bonds (Stabler Companies Inc. Project), Series of 1998.” No additional bonds may be issued under this Indenture.

Subject to the terms of this Indenture with respect to any sinking, purchase, redemption or analogous fund or account, all Bonds issued and Outstanding shall in all respects be equally and ratably secured by this Indenture and the Trust Estate, without preference, priority or distinction on account of the date or dates thereof, the date or dates of registration or authentication thereof, the actual time or times of issuance thereof, or the maturity thereof, so that all Bonds at any time issued and Outstanding hereunder shall have the same right, lien and preference under and by virtue of this Indenture and shall be equally and ratably secured hereby.

SECTION 2.02.Terms of Bonds: Interest on the Bonds.

(A)Denominations; Numbers; Dates: Certain Terms.  The Bonds shall be issued only in fully registered form and, prior to the Conversion Date, may be issued only in denominations of $ 100,000 principal amount or any integral multiple of $5,000 principal amount in excess of $100,000.  From and after the Conversion Date, the Bonds may be issued in denominations of $5,000 principal amount or any integral multiple of $5,000.  Unless the Authority shall otherwise direct, the Floating Rate Bonds shall be lettered “VR,” shall be numbered consecutively from 1 upward, without regard to denominations or maturity dates, and shall set forth on the face thereof, in the place provided for inserting the interest rate, the words “Weekly Floating Rate” or words to like effect, and the Fixed Rate Bonds shall be lettered “FR,” shall be numbered consecutively from 1 upward, without regard to denominations or maturity dates, and shall set forth on the face thereof, in the place provided for inserting the interest rate, the applicable Fixed Rate determined in accordance with the provisions of this Indenture.  All Bonds shall be dated as of the Series Issue Date, shall be stated to mature on the Maturity Date and shall be subject to redemption prior to maturity upon the terms and conditions set forth in the Bonds and in this Indenture.  The Floating Rate Bonds shall also be subject to tender for purchase upon the terms and conditions set forth in the Floating Rate Bonds and in this Indenture.

(B)Payment of Interest.  (i) Interest on each of the Bonds shall be payable from the Interest Payment Date next preceding the date of registration and authentication of such Bond, unless: (a) such Bond is registered and authenticated as of an Interest Payment Date, in which event such Bond shall bear interest from such Interest Payment Date; or (b) such Bond is registered and authenticated after a Record Date (hereinafter defined) and before the next succeeding Interest Payment Date, in which event such Bond shall bear interest from such Interest Payment Date; or (c) such Bond is registered and authenticated on or prior to the Record Date next preceding the first Interest Payment Date following the Series Issue Date, in which

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event such Bond shall bear interest from the Series Issue Date, if such Bond is a Floating Rate Bond, or from the Conversion Date, if such Bond is a Fixed Rate Bond; or (d) as shown by the records of the Trustee (hereinafter defined), interest on such Bond shall be in default, in which event such Bond shall bear interest from the date to which interest was last paid on such Bond.

(ii)Interest on each of the Bonds shall be payable on each Interest Payment Date to the Person who is the Owner of such Bond as of the close of business of the Bond Registrar on the Record Date preceding the applicable Interest Payment Date, by check mailed to the address of such Owner as shown on the Bond Register; provided, however, that interest shall be paid on such Bond by wire transfer to an account of the Owner in the United States, if such Owner is the Bank, The Depository Trust Company or its nominee or a successor securities depository or if such Owner is the registered owner of Bonds in an aggregate principal amount of $1,000,000 or more and shall have made a written request for wire payment of interest to the Trustee at least fifteen (15) calendar days prior to the Interest Payment Date.  Such a request may state that it will remain in effect for subsequent interest payments until amended or revoked by written notice to the Trustee; provided, however, that no such request shall remain valid following a transfer of ownership of the Bond or Bonds to which it relates.  Any interest that is not timely paid or duly provided for shall cease to be payable to the Person in whose name such Bond is registered as of the regular Record Date for the payment of such interest, and shall be payable, on the Special Interest Payment Date established for payment of such interest, to the Person in whose name such Bond (or any Bond issued in exchange therefor or upon transfer thereof) is registered at the close of business of the Bond Registrar on the Special Record Date.

(C)Floating Rate.  (i) All Bonds shall bear interest initially at the Floating Rate, subject to conversion on the Conversion Date to a Fixed Rate in accordance with the terms of Section 5.01.  The Floating Rate shall be determined for each Weekly Period as follows: No later than 9:30 a.m. on each Determination Date, the Placement and Remarketing Agent shall determine the Floating Rate for the Weekly Period commencing on such Determination Date (or, if such Determination Date is not a Wednesday, then on the immediately preceding Wednesday) as the minimum interest rate necessary, in its sole judgment, to sell the Bonds on the Determination Date at a price equal to the principal amount thereof, exclusive of any accrued interest.  The Floating Rate shall be determined by the Placement and Remarketing Agent weekly and shall be effective on each Wednesday for the Weekly Period beginning on such day.  Anything herein to the contrary notwithstanding, the Floating Rate shall in no event exceed the Maximum Rate.

(ii)The Placement and Remarketing Agent shall advise the Trustee of the Floating Rate by telecopy to the Trustee no later than 10:30 a.m. on each Determination Date.  Upon request of any Bondholder, the Placement and Remarketing Agent shall also notify such Bondholder of the Floating Rate so determined.

(iii)If for any reason the interest rate on the Bonds for any Weekly Period is not determined by the Placement and Remarketing Agent in accordance with (C)(i) above, or a court holds that the Floating Rate established in accordance with (C)(i) above is invalid or unenforceable, the Floating Rate for the Bonds shall be (a) for the first Weekly Period in which the Floating Rate is not so determined by the Placement and Remarketing Agent or is so held invalid or unenforceable, a rate per annum equal to the Floating Rate that was

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applicable to the Bonds for the immediately preceding Weekly Period and (b) for each Weekly Period thereafter, a rate per annum equal to 85% of the interest rate per annum for 30-day commercial paper having a rating of A-2/P-2 as reported in The Wall Street Journal on each Determination Date.

(iv)The determination of the Floating Rate shall be conclusive and binding upon the Owners of the Bonds, the Authority, the Trustee, the Placement and Remarketing Agent, the Company and the Bank, and no Owner of Bonds shall be given notice thereof, unless such Owner shall file with the Trustee a written request to receive notice of the Floating Rate so determined from time to time.

(D)Fixed Rate.  The Bonds shall bear interest at the Fixed Rate from and after the Conversion Date until the maturity of the Bonds.  The Fixed Rate shall be the fixed annual interest rate on the Bonds established by the Placement and Remarketing Agent as the minimum rate of interest at which the Placement and Remarketing Agent has received commitments on or prior to the fifth (5th) Business Day preceding the Conversion Date to purchase all the Outstanding Bonds on the Conversion Date at a price of par, without discount or premium (or, if the Company does not elect to rescind its election to exercise the Conversion Option after receiving notice from the Placement and Remarketing Agent that it has not obtained firm commitments to purchase all of the Bonds, as provided in Section 5.01, the fixed annual rate of interest at which the Placement and Remarketing Agent has obtained firm commitments to purchase Bonds at par).

(E)Computation of Interest.  All computations of interest at a Floating Rate shall be based on the actual number of days elapsed and a year of 365 or 366 days, as appropriate; and all computations of interest at the Fixed Rate shall be based on a 360-day year of twelve 30-day months.

(F)Place of Payment of Principal.  The principal of the Bonds, when due for payment upon maturity, upon any call for redemption, or upon a declaration of acceleration following an Event of Default, shall be payable upon surrender of the Bonds to the Trustee at its Designated Office.

(G)Place of Payment of Purchase Price.  The Purchase Price of Bonds, when due upon tender for purchase in accordance with the terms thereof and of this Indenture, shall be payable upon tender of the applicable Bonds to the Tender Agent at its Delivery Office.

(H)Payment in Lawful Money.  All payments of principal, interest, redemption price and purchase price with respect to the Bonds shall be payable in lawful money of the United States of America.

SECTION 2.03.Execution of Bonds.  The Bonds shall be executed in the name and on behalf of the Authority with the manual or facsimile signature of its Chairman or Vice Chairman and attested by the manual or facsimile signature of its Secretary or Assistant Secretary, and the seal of the Authority shall be impressed or imprinted on the Bonds by facsimile or otherwise.  If any officer of the Authority who shall have signed or attested any of

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the Bonds shall cease to be such officer before the Bonds so signed or attested shall have been authenticated or delivered by the Trustee or issued by the Authority, such Bonds may nevertheless be authenticated, delivered and issued and, upon such authentication, delivery and issue, shall be as binding upon the Authority as though such officer had continued to be such officer.  Also, any Bond may be signed and attested on behalf of the Authority by any such individual who shall be the proper officer of the Authority on the actual date of execution or attestation of such Bond, although such individual was not or is not such officer of the Authority as of the date of the Bond.

SECTION 2.04.Authentication.  (a) The Authority hereby appoints the Trustee and the Tender Agent as co-authenticating agents for the Bonds.

(b)No Bond shall be valid or obligatory for any purpose or entitled to any security or benefit under this Indenture unless and until a certificate of authentication on such Bond, substantially in the form set forth in Exhibit A or B to this Indenture, as appropriate, shall have been duly executed by the Trustee or by the Tender Agent, acting as authenticating agent, and such executed certificate of authentication upon any such Bond shall be conclusive evidence that such Bond has been authenticated and delivered under this Indenture.  The certificate of authentication on any Bond shall be deemed to have been executed by the Trustee or the Tender Agent if signed by an authorized signatory of the Trustee or the Tender Agent, as the case may be, but it shall not be necessary that the same signatory execute the certificate of authentication on all of the Bonds.

(c)If any Bond is deemed tendered to the Tender Agent as provided in Sections 5.01,5.03 or 5.04 of this Indenture but is not physically delivered to the Tender Agent, the Authority shall execute and the Trustee or the Tender Agent shall authenticate a new Bond of like tenor as that deemed tendered.

SECTION 2.05.Form of Bonds.  The Floating Rate Bonds and the certificate of authentication to be endorsed thereon shall be substantially in the forms set forth in Exhibit A attached hereto, with appropriate variations, omissions and insertions as permitted or required by this Indenture and applicable law.  The Fixed Rate Bonds and the certificate of authentication to be endorsed thereon shall be in substantially the forms set forth in Exhibit B attached hereto, with appropriate variations, omissions and insertions as permitted or required by this Indenture and applicable law.

SECTION 2.06.Ownership of Bonds: Transfer of Ownership.  The Authority, the Trustee and the Tender Agent shall deem and treat the Person in whose name ownership of a Bond is registered upon the Bond Register as the owner of such Bond for all purposes and shall not be bound by any notice to the contrary.  A transfer of ownership of a Bond shall be recorded upon the Bond Register upon surrender of such Bond for transfer to the Trustee at its Designated Office, accompanied by a written instrument of transfer, in form and with guaranty of signature satisfactory to the Trustee or the Tender Agent, as appropriate, duly executed by the Owner of such Bond or such Owner’s duly authorized attorney or legal representative.

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Whenever any Bond shall be surrendered for transfer, the Authority shall execute and the Bond Registrar shall authenticate and deliver a new Bond or Bonds of the same tenor for a like aggregate principal amount.  The Bond Registrar shall require the Person requesting such transfer to pay any tax or other governmental charge required to be paid with respect to such transfer, and may in addition require the payment of a reasonable sum to cover expenses incurred by the Authority or the Bond Registrar in connection with such transfer.

During the Fixed Rate Period, the Bond Registrar shall not be required to transfer ownership of any Bond during the period beginning fifteen (15) calendar days before the mailing of notice of redemption calling the Bond or any portion of the Bond for redemption and ending on the redemption date.

SECTION 2.07.Exchange of Bonds.  Bonds may be exchanged at the Designated Office of the Trustee for a like aggregate principal amount of Bonds of the same tenor of other authorized denominations.  The Trustee shall require the Bondholder requesting such exchange to pay any tax or other governmental charge required to be paid with respect to such exchange, and may in addition require the payment of a reasonable sum to cover expenses incurred by the Authority or the Trustee in connection with such exchange.

During the Fixed Rate Period, the Trustee shall not be required to exchange any Bond during the period beginning fifteen (15) calendar days before the mailing of notice of redemption calling the Bonds or any portion of the Bonds for redemption and ending on the redemption date.

SECTION 2.08.Bond Registrar and Co-Bond Registrar.  The Trustee is hereby appointed the Bond Registrar of the Authority and the Tender Agent is hereby appointed the Co-Bond Registrar of the Authority.  The Trustee or the Tender Agent, as the case may be, will keep or cause to be kept sufficient books for the registration of ownership and transfer of ownership of the Bonds, which books shall at all times be open to inspection during regular business hours by the Authority, the Company, the Bank and the Placement and Remarketing Agent.  The Bond Registrar and any Co-Bond Registrar may establish reasonable regulations for the registration of transfer of the ownership of Bonds.

SECTION 2.09.Temporary Bonds.  The Bonds may be issued in temporary form exchangeable for definitive Bonds when ready for delivery.  Any temporary Bond may be printed, lithographed or typewritten, shall be of such denomination as may be determined by the Authority, shall be in fully registered form without coupons and may contain such reference to any of the provisions of this Indenture as may be appropriate.  Every temporary Bond shall be executed by the Authority and be authenticated by the Trustee or the Tender Agent, as the case may be, upon the same conditions and in substantially the same manner as the definitive Bonds.  If the Authority issues temporary Bonds it will execute and deliver definitive Bonds as promptly thereafter as practicable, and thereupon the temporary Bonds may be surrendered for cancellation, in exchange therefor at the Designated Office of the Trustee, and the Trustee shall authenticate and deliver, in exchange for such temporary Bonds, an equal aggregate principal amount of definitive Bonds of like tenor in authorized denominations.  Until so exchanged, the temporary Bonds shall be entitled to the same benefits under this Indenture as definitive Bonds authenticated and delivered hereunder.

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SECTION 2.10.Bond Mutilated, Lost, Destroyed or Stolen.  If any Bond shall become mutilated, the Authority, at the expense of the Holder of said Bond, shall execute and the Trustee shall thereupon authenticate and deliver, a new Bond of like tenor in exchange and substitution for the Bond so mutilated, but only upon surrender to the Trustee of the Bond so mutilated.  Every mutilated Bond so surrendered to the Trustee shall be canceled by it and delivered to, or upon the order of, the Authority.  If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Authority and the Trustee and, if such evidence be satisfactory to both and indemnity satisfactory to them both shall be given, the Authority, at the expense of the Holder, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Bond of like tenor in lieu of and in substitution for the Bond so lost, destroyed or stolen (or if any such Bond shall have matured or shall be about to mature, instead of issuing a substitute Bond, the Trustee may pay the same without surrender thereof).  The Authority may require payment by the Holder of a sum not exceeding the actual cost of preparing each new Bond issued under this Section and of the expenses which may be incurred by the Authority and the Trustee in connection therewith.  Any Bond issued under the provisions of this Section in lieu of any Bond alleged to be lost, destroyed or stolen shall constitute an original, additional contractual obligation on the part of the Authority whether or not the Bond so alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be entitled to the benefits of this Indenture with all other Bonds secured by this Indenture.

SECTION 2.11.Cancellation and Destruction of Surrendered Bonds.  All Bonds surrendered for payment or redemption and all Bonds purchased with money available for that purpose in any funds established under this Indenture, shall, at the time of such payment or redemption, be canceled and destroyed by the Trustee.  The Trustee shall deliver to the Authority certificates of destruction with respect to all Bonds destroyed in accordance with this Section.

SECTION 2.12.Acts of Bondholders; Evidence of Ownership.  Any action to be taken by Bondholders may be evidenced by one or more concurrent written instruments of similar tenor signed or executed by such Bondholders or their legal representatives duly appointed in writing.  The fact and date of the execution by any Person of any such instrument may be proved by acknowledgment before a notary public or other officer empowered to take acknowledgements or by an affidavit of a witness to such execution.  Any action by the Holder of any Bond shall bind all future Holders of the same Bond in respect of any thing done or suffered by the Authority or the Trustee in pursuance thereof.

SECTION 2.13.CUSIP Number.  The Authority, for the convenience of the Owners of Bonds, may cause CUSIP (Committee on Uniform Security Identification Procedures) numbers to be printed on the Bonds.  No representation shall be made as to the correctness or accuracy of such numbers, either as printed on such Bonds or as contained in any notice of redemption, and the Authority shall have no liability of any sort with respect thereto.  No reliance with respect to any redemption notices with respect to any Bond may be placed on the CUSIP identification number printed in such notices or on the Bond.

SECTION 2.14.Book-entry System for the Bonds.

(a)Notwithstanding the foregoing provisions of this Article, the Bonds shall initially be issued in the form of one fully-registered bond for the aggregate principal

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amount of the Bonds of each maturity, which Bonds shall be registered in the name of Cede & Co., as nominee of DTC.  Except as provided in paragraph (g) below, all of the Bonds shall be registered in the Bond Register in the name of Cede & Co., as nominee of DTC; provided that if DTC shall request that the Bonds be registered in the name of a different nominee, the Trustee shall exchange all or any portion of the Bonds for an equal aggregate principal amount of Bonds registered in the name of such nominee or nominees of DTC.  No person other than DTC or its nominee shall be entitled to receive from the Authority or the Trustee either a Bond or any other evidence of ownership of the Bonds, or any right to receive any payment in respect thereof, unless DTC or its nominee shall transfer record ownership of all or any portion of the Bonds on the Register in connection with discontinuing the book-entry system as provided in paragraph (g) below or otherwise.

(b)So long as any Bonds are registered in the name of DTC or any nominee thereof, all payments of the principal or redemption price of or interest on such Bonds shall be made to DTC or its nominee in accordance with the Letter of Representation on the dates provided for such payments under this Indenture.  Each such payment to DTC or its nominee shall be valid and effective to fully discharge all liability of the Authority or the Trustee with respect to the principal or redemption price of or interest on the Bonds to the extent of the sum or sums so paid.  In the event of the redemption of less than all of the Bonds outstanding of any maturity, the Trustee shall not require surrender by DTC or its nominee of the Bonds so redeemed, but DTC (or its nominee) may retain such Bonds and make an appropriate notation on the Bond certificate as to the amount of such partial redemption; provided that DTC shall deliver to the Trustee, upon request, a written confirmation of such partial redemption and thereafter the records maintained by the Trustee shall be conclusive as to the amount of the Bonds of such maturity which have been redeemed.

(c)The Authority and the Trustee may treat DTC (or its nominee) as the sole and exclusive owner of the Bonds registered in its name for the purposes of payment of the principal or redemption price of or interest on the Bonds, selecting the Bonds or portions thereof to be redeemed, giving any notice permitted or required to be given to Holders under this Indenture, registering the transfer of Bonds, obtaining any consent or other action to be taken by Holders and for all other purposes whatsoever; and neither the Authority nor the Trustee shall be affected by any notice to the contrary.  Neither the Authority nor the Trustee shall have any responsibility or obligation to any participant in DTC, any person claiming a beneficial ownership interest in the Bonds under or through DTC or any such participant, or any other person which is not shown on the Register as being a Holder, with respect to (1) the Bonds, (2) the accuracy of any records maintained by DTC or any such participant, (3) the payment by DTC or any such participant of any amount in respect of the principal or redemption price of or interest on the Bonds, (4) any notice which is permitted or required to be given to Holders under this Indenture, (5) the selection by DTC or any such participant of any person to receive payment in the event of a partial redemption of the Bonds, and (6) any consent given or other action taken by DTC as Holder.

(d)So long as the Bonds or any portion thereof are registered in the name of DTC or any nominee thereof, all notices required or permitted to be given to the Holders of such Bonds under this Indenture shall be given to DTC as provided in the Letter of Representation.

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(e)In connection with any notice or other communication to be provided to Holders pursuant to this Indenture by the Authority or the Trustee with respect to any consent or other action to be taken by Holders, DTC shall consider the date of receipt of notice requesting such consent or other action as the record date for such consent or other action, provided that the Authority or the Trustee may establish a special record date for such consent or other action.  The Authority or the Trustee shall give DTC notice of such special record date not less than fifteen (15) calendar days in advance of such special record date to the extent possible.

(f)At or prior to settlement for the Bonds, the Authority means and the Trustee shall execute or signify their approval of the Letter of Representation in substantially the form attached hereto as Exhibit D. Any successor Trustee shall, in its written acceptance of its duties under this Indenture, agree to take any actions necessary from time to time to comply with the requirements of the Letter of Representation.

(g)The book-entry system for registration of the ownership of the Bonds may be discontinued at any time if either (1) after notice to the Authority and the Trustee, DTC determines to resign as securities depository for the Bonds, or (2) after notice to DTC and the Trustee, the Authority determines that continuation of the system of book-entry transfers through DTC (or through a successor securities depository) is not in the best interests of the Authority.  In either of such events (unless in the case described in clause (2) above, the Authority appoints a successor securities depository), the Bonds shall be delivered in registered certificate form to such persons, and in such maturities and principal amounts, as may be designated by DTC, but without any liability on the part of the Authority or the Trustee for the accuracy of such designation.  Whenever DTC requests the Authority and the Trustee to do so, the Authority and the Trustee shall cooperate with DTC in taking appropriate action after reasonable notice to arrange for another securities depository to maintain custody of certificates evidencing the Bonds.

(h)Anything herein to the contrary notwithstanding, so long as any Bonds are registered in the name of DTC or any nominee thereof, (i) in connection with any optional tender of such Bonds bearing interest at a Floating Rate, the beneficial owners of such Bonds are responsible for submitting the Demand Purchase Notice to the Placement and Remarketing Agent only (and if and as permitted by the Placement and Remarketing Agent, such Demand Purchase Notice may be submitted telephonically), and (ii) in the definitions of “Determination of Taxability” and “Event of Taxability” in Article I, the terms “Holder,” “Owner,” or “owner” (when used with reference to ownership of Bonds) shall be deemed to refer to the beneficial owners of such Bonds.

(i)Upon remarketing of Bonds in accordance with Section 5.07, payment of the purchase price thereof shall be made to DTC and no surrender of certificates is expected to be required.  Such sales shall be made through DTC participants (which may include the Placement and Remarketing Agent) and the new beneficial owners of such Bonds shall not receive delivery of Bond certificates.  DTC shall transmit payment to DTC participants, and DTC participants shall transmit payment to beneficial owners whose Bonds were purchased pursuant to a remarketing.  Neither the Authority, the Trustee nor the Placement and Remarketing Agent is responsible for transfers of payment to DTC participants or beneficial owners.

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(j)The provisions of this Section are nevertheless subject to the provisions of this Indenture relating to Pledged Bonds.

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ARTICLE III
ISSUANCE OF BONDS; APPLICATION OF PROCEEDS

SECTION 3.01.Issuance of the Bonds.  At any time after the execution of this Indenture, the Authority may execute and the Trustee or the Tender Agent shall authenticate and, upon request of the Authority, deliver the Bonds in the aggregate principal amount of $6,000,000; provided, however, that the Trustee shall have received the duly executed Letter of Credit satisfying the terms and conditions of Section 4.06 of the Loan Agreement and such other instruments, documents and certificates as shall be required to be delivered to the Trustee as a condition of closing under the terms of the Placement Agreement.

SECTION 3.02.Validity of Bonds.  The validity of the authorization and issuance of the Bonds is not dependent upon, and shall not be affected in any way by, any proceedings taken by the Authority or the Trustee with respect to, or in connection with, the Loan Agreement.  The recital contained in the Bonds that the same are issued pursuant to the Act and the Constitution and laws of the Commonwealth shall be conclusive evidence of their validity and of compliance with all provisions of law in their issuance.

SECTION 3.03.Disposition of Proceeds of the Bonds and Other Amounts.  The Authority shall deposit or cause to be deposited with the Trustee, immediately upon receipt thereof, all proceeds derived from the sale of the Bonds, together with any money deposited by the Company as an equity contribution to the Project on the Closing Date.  The Trustee shall deposit all such amounts in a special fund which the Trustee is hereby directed to establish, to be known as the Clearing Fund, and in the following order the Trustee shall, from the proceeds of the Bonds and other money deposited to the Clearing Fund:

(a)Pay all costs of issuance of the Bonds (including, without limitation, the Authority’s fee and Administrative Expenses), to the Persons, for the purposes and in the amounts stated in the Closing Statement delivered to the Trustee on the Closing Date; provided, however, that the total costs of issuance paid from the proceeds of the Bonds (including any underwriting discount and any amounts paid from money in the Clearing Fund) shall not exceed an amount equal to two percent (2%) of the initial reoffering price of the Bonds (exclusive of accrued interest), all other costs of issuance to be paid from the amounts deposited by the Company to the Clearing Fund as an equity contribution to the Project.

(b)Reimburse the Company for Costs of the Project incurred and paid by the Company prior to the Closing Date, as set forth in the Closing Statement; provided, however, that reimbursement shall be made only for such costs as are Qualified Project Costs of the Project (as such term is defined in the Tax Compliance Agreement); and

(c)Deposit in the Project Fund the balance of the money in the Clearing Fund, after reserving amounts required to make the payments described in the immediately preceding subparagraphs.

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ARTICLE IV

REDEMPTION OF BONDS

SECTION 4.01.Extraordinary and Mandatory Redemption.  The Bonds shall be subject to extraordinary and mandatory redemption prior to maturity as follows:

(a)Extraordinary Redemption.  The Bonds shall be subject to redemption by the Authority upon written direction of the Company in the event (1) the Project Facilities, or any portion thereof, are damaged or destroyed or taken in a condemnation proceeding or a deed of all or any part thereof as given in lieu of condemnation, as provided in Section 6.04 of the Loan Agreement, or (2) the Company shall exercise its option to cause the Bonds to be redeemed for any reason as provided in Section 9.02 of the Loan Agreement.  If called for redemption at any time pursuant to (1) or (2) above, the Bonds shall be subject to redemption by the Authority on any Interest Payment Date, in whole or in part, at a redemption price of one hundred percent (100%) of the principal amount thereof plus accrued interest to the redemption date.

(b)Mandatory Redemption.  The Bonds shall be subject to mandatory redemption as follows:

(1)in whole, on the Interest Payment Date immediately preceding the Letter of Credit Termination Date (as herein defined), at a redemption price equal to one hundred percent (100%) of the principal amount thereof plus accrued interest to the redemption date, if the Trustee shall not have received on or before the fifteenth (15th) calendar day prior to such Interest Payment Date a written commitment from the Bank or a Substitute Bank to issue a Substitute Letter of Credit to be effective on or before the Interest Payment Date immediately preceding the Letter of Credit Termination Date;

(2)in whole or in part, on any Interest Payment Date, at a redemption price equal to one hundred percent (100%) of the principal amount thereof being redeemed plus accrued interest to the redemption date, if any proceeds of the sale of the Bonds remain on deposit in the Project Fund established under the Indenture upon completion of the Project, under the conditions specified in this Indenture;

(3)in whole, on the earliest practicable date selected by the Trustee, after consultation with the Company, following the occurrence of a Determination of Taxability, as defined in the Indenture, but in no event later than one hundred eighty (180) days following the occurrence of such Determination of Taxability, at a redemption price equal to one hundred percent (100%) of the principal amount thereof plus accrued interest to the redemption date.

SECTION 4.02.Optional Redemption.  The Bonds shall be subject to redemption by the Authority, at the option of the Company, at any time, in whole or in part, at the redemption price of 100% of the principal amount thereof being redeemed plus accrued interest to the redemption date; provided, however, that in connection with the remarketing of the Bonds on the Conversion Date, there may be established such redemption restrictions (including

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a no-call period and an optional redemption premium or premiums) as may be acceptable to the Company with respect to the Bonds bearing interest at a Fixed Rate and such restrictions shall be evidenced by an appropriate Supplemental Indenture.

Pursuant to the terms of the Letter of Credit Agreement, the Company has agreed to direct Bonds to be called for optional redemption on certain dates and in certain amounts.  The Bank and the Company may agree to modify the terms of, or discontinue, such agreement to direct the optional redemption of Bonds without notice to, or consent, of Bondholders.

Notwithstanding the foregoing, no such optional redemption shall occur after the Conversion Date unless there shall be available in the Bond Fund sufficient Available Money to pay all amounts due with respect to such a redemption.

SECTION 4.03.Notice of Redemption.  So long as the Bonds are registered in the name of DTC or its nominee, the Trustee shall cause notice of any redemption of Bonds hereunder to be made in accordance with the Letter of Representation.

If at any time the book-entry-only system shall be discontinued, notice of the call for redemption, identifying the Bonds or portions thereof to be redeemed and the redemption price (including the premium, if any), shall be given by the Trustee by mailing a copy of the redemption notice by first class mail at least thirty (30) days (ten (10) days in the case of a mandatory redemption of Bonds in connection with a termination of the Letter of Credit) but not more than sixty (60) days prior to the date fixed for redemption to the Owner of each Bond to be redeemed in whole or in part at the address of such Owner as shown on the Bond Register.  Such notice shall contain such matters specified in the Bonds for the redemption thereof and shall state that such redemption is conditional upon the receipt of Available Money by the Trustee for such purpose on or prior to the redemption date.  Any notice mailed as provided in this Section shall be conclusively presumed to have been duly given, whether or not the Owner receives the notice.  The Trustee shall deliver a copy of any such redemption notice to the Tender Agent, to the Company and to the Placement and Remarketing Agent.

Any other provision of this Indenture to the contrary notwithstanding, the Authority or the Company may redeem Bonds tendered for purchase on the Conversion Date or a Substitution Date without necessity of notice of redemption being given to any Bondholder, so long as proper notice of mandatory tender of Bonds has been duly given.

SECTION 4.04.Interest on Bonds Called for Redemption.  Upon the giving of notice of redemption as required by Section 4.03 and the deposit of Available Money with the Trustee, in an amount sufficient to redeem all Bonds so called for redemption, on or prior to the date fixed for redemption, as provided in this Article, interest on the Bonds or portions thereof so called for redemption shall no longer accrue after the date fixed for redemption.

SECTION 4.05.Cancellation.  All Bonds which have been redeemed shall not be reissued but shall be canceled and destroyed by the Trustee in accordance with Section 2.11 of this Indenture.

SECTION 4.06.Partial Redemption of Bonds.  (a) If less than all Bonds are to be redeemed, the particular Bonds or portions thereof to be redeemed shall be selected by the

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Trustee by lot or in such other manner as the Trustee shall deem fair and appropriate, subject, however, to the further provisions of this Section.

(b)Upon surrender of any Bond for redemption in part only, the Authority shall execute and the Trustee shall authenticate and deliver to the Owner thereof a new Bond or Bonds of like tenor of authorized denominations, in an aggregate principal amount equal to the unredeemed portion of the Bond surrendered.  If all or a portion of any Bond tendered for purchase pursuant to Section 5.04 of this Indenture has been selected by the Trustee for redemption, the Tender Agent, upon receipt of such tendered Bond, shall authenticate and redeliver only such portion of the tendered Bond as is not to be redeemed and shall deliver to the tendering Bondholder a copy of the applicable notice of redemption, indicating the portion of the Bond to be redeemed, and upon receipt of funds as provided herein, an amount representing the principal of and interest on the Bonds not called for redemption.  The principal of and interest accrued on the Bonds called for redemption shall be paid to such Bondholder on the redemption date.  The Tender Agent shall cancel the Bond or such portion thereof tendered for purchase and subject to redemption, and shall deliver a certificate evidencing such cancellation and the canceled Bond to the Trustee.

(c)(i) If a Floating Rate Bond is of a denomination larger than $100,000, a portion of such Bond (in any integral multiple of $5,000) may be redeemed, but a portion of a Bond shall be redeemed only if the remaining, unredeemed portion of such Bond is in the principal amount of $ 100,000 or any integral multiple of $5,000 in excess of $ 100,000.

(ii)If a Fixed Rate Bond is of a denomination larger than $5,000, a portion of such Bond, in any integral multiple of $5,000, may be redeemed.

(d)Notwithstanding anything to the contrary contained in this Indenture, whenever less than all Bonds are to be redeemed, those Bonds which are Pledged Bonds at the time of selection of Bonds for redemption shall be selected for redemption prior to the selection of any other Bonds.  If the aggregate principal amount of Pledged Bonds is less than the total amount of Bonds to be redeemed, the Trustee shall select Bonds, other than Pledged Bonds, for redemption in an aggregate principal amount equal to such excess in such manner as the Trustee in its discretion shall deem fair and appropriate.

SECTION 4.07.Payment of Redemption Price with Available Money; Bank Consent to Optional Redemption Required.  Notwithstanding any provision to the contrary contained in this Indenture, the payment of the principal of, interest on and redemption premium, if any, with respect to the Bonds payable upon redemption thereof shall be made only from Available Money from the sources and in the order provided in Section 6.03 of this Indenture.

On the Business Day prior to each date fixed for redemption of Bonds, the Trustee shall draw on the Letter of Credit in an amount sufficient to pay the full redemption price of the Bonds then to be redeemed.

So long as the Bank is not in default under the Letter of Credit, no Bonds shall be called for optional redemption without the prior, written consent of the Bank.

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ARTICLE V

CONVERSION OPTION; PURCHASE AND REMARKETING OF BONDS

SECTION 5.01.Conversion of Interest Rate on Conversion Date.  (a) The interest rate on the Bonds shall be converted from the Floating Rate to the Fixed Rate upon the Company’s exercise of the Conversion Option in accordance with the provisions of this Section, and the Bonds shall be subject to mandatory tender for purchase by the Owners thereof on the Conversion Date.  To exercise the Conversion Option, the Company shall notify the Trustee, the Tender Agent, the Bank, the Authority and the Placement and Remarketing Agent at least thirty-five (35) days prior to the Conversion Date of its election to have the interest rate on the Bonds converted to the Fixed Rate, shall direct the Placement and Remarketing Agent to fix the proposed Conversion Date and notify the Trustee thereof, and shall direct the Trustee to deliver or mail, by first class mail, at least twenty (20) days but not more than thirty (30) days prior to the Conversion Date, to the Owner of each Bond at the address of such Owner as shown on the Bond Register, a notice stating, in substance, the following:

(1)the proposed Conversion Date;

(2)the existing Letter of Credit will expire five (5) Business Days after the Conversion Date;

(3)unless firm commitments for the purchase of all Outstanding Bonds have been received or a firm agreement to underwrite the sale of all Outstanding Bonds has been entered into, in either case on or prior to the fifth (5th) Business Day prior to the proposed Conversion Date, the Company has the option to rescind its election to convert the interest rate on the Bonds; and

(4)unless the Company elects to rescind its election to convert the interest rate on the Bonds, all Bonds which have not been remarketed on or prior to the Conversion Date shall be subject to mandatory redemption on the Conversion Date pursuant to this Section 5.01.

No such notice may be given unless the Trustee first receives (i) an opinion of Bond Counsel to the effect that the proposed conversion of the interest rate on the Bonds will not cause the interest on the Bonds to be included in gross income of the Bondholders for federal income tax purposes, (ii) an executed, written commitment from the Bank or a Substitute Bank to issue a Substitute Letter of Credit to take effect on the Conversion Date in an amount not less than the aggregate principal amount of the Bonds to remain Outstanding following the Conversion Date plus interest thereon computed at the Fixed Rate for the minimum number of days required by the Rating Agency to maintain the then-current rating on the Bonds or, if there is no Rating Agency then maintaining a credit rating on the Bonds, for 210 days, together with the substantial form of such Substitute Letter of Credit, and (iii) a certificate of an Authorized Representative of the Company to the effect that each of the Company’s representations and warranties made in the Loan Agreement and in any other agreements or certificates given by the Company in connection with the issuance of the Bonds remain true and correct in all material respects as of the proposed

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Conversion Date.  Any notice given as provided in this Section shall be conclusively presumed to have been duly given, whether or not the Owner receives the notice.

(b)On or prior to the Conversion Date, Owners of Bonds shall be required to deliver their Bonds to the Tender Agent for purchase at the Purchase Price on the Conversion Date, and any Undelivered Bonds for the payment of the Purchase Price of which there has been irrevocably deposited in trust with the Trustee or the Tender Agent a sufficient amount of Available Money shall be deemed to have been purchased pursuant to this Section 5.01 and shall be deemed to be no longer Outstanding with respect to such prior Owners.

IN THE EVENT OF A FAILURE BY AN OWNER OF BONDS TO DELIVER ITS BONDS ON OR PRIOR TO THE CONVERSION DATE, SAID OWNER SHALL NOT BE ENTITLED TO ANY PAYMENT (INCLUDING ANY INTEREST TO ACCRUE ON OR SUBSEQUENT TO THE OPTIONAL CONVERSION DATE) OTHER THAN THE PURCHASE PRICE FOR SUCH UNDELIVERED BONDS, AND ANY UNDELIVERED BONDS SHALL NO LONGER BE ENTITLED TO THE BENEFITS OF THIS INDENTURE, EXCEPT FOR THE PURPOSE OF PAYMENT OF THE PURCHASE PRICE THEREFOR.

(c)Notwithstanding the foregoing provisions, if the Placement and Remarketing Agent has not obtained firm commitments for the purchase of all of the Outstanding Bonds on the Conversion Date or entered into or arranged a firm agreement to underwrite or place all of the Outstanding Bonds on the Conversion Date, in either case by the close of business on the fifth (5th) Business Day prior to the proposed Conversion Date, the Placement and Remarketing Agent shall give notice of that fact to the Company promptly and not later than 12:00 p.m. on the following Business Day (the fourth Business Day prior to the proposed Conversion Date) and the Company, in that event and at its option, may rescind its election to exercise the Conversion Option by giving written notice of rescission to the Placement and Remarketing Agent, the Trustee and the Tender Agent by the close of business on the fourth (4th) Business Day prior to the proposed Conversion Date.  A copy of such notice of rescission promptly shall be given by the Company to the Bank, the Company shall direct the Trustee to notify the Owners of the Bonds of such rescission immediately, and the Bonds shall continue to bear interest at the Floating Rate until any subsequent Conversion Date selected in accordance with this Indenture.

(d)If the Company rescinds its election to exercise the Conversion Option in accordance with the terms of the foregoing paragraph, the Letter of Credit then in effect will remain in effect in accordance with its terms.

(e)The Bonds are subject to mandatory purchase in whole on the Conversion Date at a purchase price equal to 100% of the principal amount thereof being purchased, plus accrued interest to the Conversion Date; provided, however, that (i) all Pledged Bonds for which a commitment to purchase has not been received in connection with a conversion of the Bonds to the Fixed Rate shall be redeemed or otherwise paid by the Company on or before the Conversion Date; and (ii) no such mandatory purchase shall take place in the event the Company exercises its right to rescind the Conversion Option.

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SECTION 5.02.              Delivery of Bonds After Conversion Date.  At any time prior to the Record Date preceding the first Interest Payment Date following the Conversion Date, the Trustee or the Tender Agent, as the case may be, shall deliver Fixed Rate Bonds in the form of Exhibit B hereto.  Prior to the delivery by the Trustee of such Fixed Rate Bonds, there shall be filed with the Trustee a request and authorization to the Trustee, signed on behalf of the Authority by its Chairman, Vice Chairman, Secretary, Assistant Secretary or another officer duly authorized by resolution of the Authority, to authenticate and deliver the Fixed Rate Bonds, as executed by the Authority, to the purchasers thereof.  Such delivery shall be made by the Trustee or the Tender Agent, as the case may be, without making any charge therefor to the purchasers of such Bonds.

SECTION 5.03.              Mandatory Tender upon Delivery and Acceptance of a Substitute Letter of Credit.  Prior to the Conversion Date, the Bonds are subject to mandatory purchase in whole on the Substitution Date, at a purchase price equal to 100% of the principal amount thereof being purchased, plus accrued interest to the purchase date.  The Trustee shall deliver or mail by first class mail, at least ten (10) days but not more than thirty (30) days prior to the Substitution Date, a notice to the Owner of each Bond at the address of such Owner as shown on the Bond Register, stating, in substance, the following::

(1)           the Substitution Date;

(2)           the existing Letter of Credit securing the Bonds will expire five (5) Business Days after the Substitution Date; and

(3)           if the Company satisfies the conditions precedent to delivery of a Substitute Letter of Credit, all Bonds shall be subject to mandatory purchase on the Substitution Date pursuant to this Section 5.03.

No such notice may be given unless the Company shall have satisfied the provisions of Section 4.07 of the Loan Agreement.  Any notice given as provided in this Section 5.03 shall be conclusively presumed to have been given, whether or not the Owner receives the notice.

On or prior to the Substitution Date, the Owners of the Bonds shall be required to deliver their Bonds to the Tender Agent for purchase at the Purchase Price, and any Undelivered Bond for which there has been irrevocably deposited in trust with the Trustee or the Tender Agent an amount of Available Money sufficient to pay the Purchase Price shall be deemed to have been purchased pursuant to this Section 5.03 and no longer Outstanding.

IN THE EVENT OF A FAILURE BY AN OWNER OF BONDS TO DELIVER ITS BONDS ON OR PRIOR TO THE SUBSTITUTION DATE, SAID OWNER SHALL NOT BE ENTITLED TO ANY PAYMENT (INCLUDING ANY INTEREST TO ACCRUE ON OR SUBSEQUENT TO THE SUBSTITUTION DATE) OTHER THAN THE PURCHASE PRICE FOR SUCH UNDELIVERED BONDS, AND ANY UNDELIVERED BONDS SHALL NO LONGER BE ENTITLED TO THE BENEFITS OF THIS INDENTURE, EXCEPT FOR THE PURPOSE OF PAYMENT OF THE PURCHASE PRICE THEREFOR.

Notwithstanding the foregoing provisions, if by the close of business of the Trustee on the fifth Business Day prior to the proposed Substitution Date, the Company has not

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delivered to the Authority, the Trustee and the Placement and Remarketing Agent the items set forth in Section 4.07(i) through (iv) of the Loan Agreement, or if the Substitute Letter of Credit has not been issued and delivered to the Trustee by 10:00 a.m. on the Substitution Date, the mandatory purchase of Bonds shall be rescinded and the Trustee shall notify the Owners of such rescission immediately and thereafter the Bonds shall continue to be secured by the existing Letter of Credit until its expiration or termination.

SECTION 5.04.              Demand Purchase Option.  Prior to the Conversion Date, any Bond shall be purchased at the Purchase Price from the Owner thereof upon:

(i)            delivery by such Owner to the Tender Agent at its Delivery Office, and to the Placement and Remarketing Agent at its Principal Office, of a notice (the “Demand Purchase Notice”) (said notice to be irrevocable and effective upon receipt) which states (1) the aggregate principal amount and bond numbers of the Bonds to be purchased; and (2) the date on which such Bonds are to be purchased, which date shall be a Business Day not prior to the seventh (7th) day next succeeding the date of delivery of such notice and which date shall be prior to the Conversion Date; and

(ii)           delivery to the Tender Agent at its Delivery Office at or prior to 10:00 a.m. on the date designated for purchase in the applicable Demand Purchase Notice of such Bonds to be purchased, with an appropriate endorsement for transfer or accompanied by a bond power endorsed in blank.

Any Bond, as to which a Demand Purchase Notice has been delivered pursuant to subparagraph (i) of the first paragraph of this Section, must be delivered to the Tender Agent, as provided in subparagraph (ii) of the first paragraph of this Section, and any such Bond not so delivered (an “Undelivered Bond”), for which there has been irrevocably deposited in trust with the Trustee or the Tender Agent an amount of Available Money sufficient to pay the Purchase Price thereof, shall be deemed to have been purchased at the Purchase Price pursuant to this Section 5.04 and is deemed to be no longer Outstanding with respect to such tendering Owner.

IN THE EVENT OF A FAILURE BY AN OWNER OF BONDS TO DELIVER ITS BONDS AS SPECIFIED ABOVE, SAID OWNER SHALL NOT BE ENTITLED TO ANY PAYMENT (INCLUDING INTEREST TO ACCRUE ON OR SUBSEQUENT TO THE DATE DESIGNATED FOR PURCHASE IN THE APPLICABLE DEMAND PURCHASE NOTICE) OTHER THAN THE PURCHASE PRICE FOR SUCH UNDELIVERED BONDS, AND ANY UNDELIVERED BONDS SHALL NO LONGER BE ENTITLED TO THE BENEFITS OF THIS INDENTURE, EXCEPT FOR THE PAYMENT OF THE PURCHASE PRICE THEREFOR.

Notwithstanding the foregoing provisions, in the event any Bonds as to which the Owner thereof has exercised the Demand Purchase Option is remarketed to such Owner pursuant to the Placement and Remarketing Agreement, such Owner need not deliver such Bond to the Tender Agent as provided in subparagraph (ii) of the first paragraph of this Section, although such Bonds shall be deemed to have been delivered to the Tender Agent, redelivered to such Owner, and remarketed for purposes of this Indenture, including, without limitation, for purposes

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of adjusting the Floating Rate applicable to such Bond as provided in Section 2.02(C) of this Indenture.

SECTION 5.05.              Funds for Purchase of Bonds.  (a) On the date Bonds are to be purchased pursuant to Section 5.01, 5.03 or Section 5.04 of this Indenture, such Bonds shall be purchased at the Purchase Price only from the funds listed below.  Subject to the provisions of Section 6.12(b), funds for the payment of the Purchase Price shall be derived from the following sources in the order of priority indicated:

(i)            money drawn by the Trustee under the Letter of Credit (in the event of a drawing on the Letter of Credit to fund payment of the Purchase Price of Bonds tendered pursuant to Section 5.03 of this Indenture, the Trustee shall draw on the existing Letter of Credit and not the Substitute Letter of Credit to fund such payment);

(ii)           proceeds of the remarketing of the Bonds; and

(iii)          any other money furnished to the Trustee or the Tender Agent and available for such purpose.

(b)           Payment for the Bonds purchased pursuant to Section 5.01, 5.03 or 5.04 shall be made as follows:

(i)            On the Business Day immediately preceding the applicable Purchase Date, the Trustee shall make a drawing pursuant to the Letter of Credit in respect of the Purchase Price of such Bonds.  In connection therewith, the Trustee shall prepare and present to the Bank the appropriate certificates required under the Letter of Credit by 11:00 a.m. at least one Business Day prior to the Purchase Date, so that payment of the draw shall be made by the Bank by Noon on the Purchase Date.

(ii)           By not later than 10:00 a.m. on the Purchase Date, the Placement and Remarketing Agent shall give notice in writing to the Bank, the Trustee and the Tender Agent, specifying:

(1)           The total principal amount of Bonds, if any, remarketed by it; and

(2)           The names of the Persons to whom such Bonds were sold and are to be registered, each such Person’s address and social security number or taxpayer identification number, the denominations in which replacement Bonds are to be prepared, and any other appropriate registration and transfer instructions.

(iii)          There is hereby established with the Tender Agent a special fund to be designated the “Bond Purchase Fund” and therein two separate and segregated accounts to be designated the “Remarketing Account” and the “Bank Account.” An amount equal to the proceeds received by the Trustee pursuant to a draw under the Letter of Credit shall be transferred by the Trustee in immediately available funds to the Tender Agent for deposit in the Bank Account no later than 12:30 p.m. on the applicable Purchase Date.  By not later than 1:00 p.m. on each Purchase Date, the Tender Agent

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shall give notice to the Placement and Remarketing Agent of the amount deposited in the Bank Account on such date.

(iv)          By not later than 11:00 a.m. on each Purchase Date, the Placement and Remarketing Agent shall do the following:

(A) transfer to the Bank an amount equal to the lesser of (1) the proceeds of the remarketing of Bonds tendered or deemed tendered on such Purchase Date or (2) the amount deposited in the Bank Account on such Purchase Date;

(B) transfer to the Tender Agent for deposit in the Remarketing Account the remainder (if any) of the proceeds of such remarketing of Bonds;

(C) give notice to the Tender Agent of the amount of remarketing proceeds transferred to the Bank; and

(D) give notice to the Company of the total principal amount of Unremarketed Bonds, if any.

(v)           The Tender Agent shall pay the Purchase Price to the tendering Bondholders from the amounts on deposit in the Bank Account to the extent available.  If amounts on deposit in the Bank Account are insufficient, the Tender Agent shall make up any such deficiency from amounts on deposit in the Remarketing Account.

(vi)          The Bank shall give confirmation to the Tender Agent and the Trustee by 4:00 p.m. on the applicable Purchase Date of its receipt of the remarketing proceeds described in Section 5.05(b)(iv)of this Indenture.

SECTION 5.06.              Delivery of Purchased Bonds.  (a) Remarketed Bonds shall be delivered by the Tender Agent, at its Delivery Office, to or upon the order of the purchasers thereof.

(b)           Unremarketed Bonds purchased with funds drawn under the Letter of Credit shall be delivered by the Tender Agent to the Pledged Bonds Custodian or otherwise upon the order of the Bank pursuant to the Pledge Agreement.

(c)           Unremarketed Bonds purchased with money described in Section 5.05(a)(iii) of this Indenture (if any) shall, at the direction of the Company, be (i) delivered as instructed by the Company, or (ii) delivered to the Trustee for cancellation; provided, however, that any Bonds so purchased after the selection thereof by the Trustee for redemption shall be delivered to the Trustee for cancellation.

Bonds delivered as provided in this Section shall be registered in the manner directed by the recipient thereof.

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SECTION 5.07.              Sale of Bonds by Placement and Remarketing Agent.  (a) The Placement and Remarketing Agent shall offer for sale and use its best efforts to sell, as agent of the Company, all Bonds tendered or deemed tendered for purchase on each Purchase Date at the Purchase Price thereof and, if such Bonds are not sold on or before the Purchase Date, the Placement and Remarketing Agent shall continue, for a period not in excess of thirty (30) days thereafter, to use its best efforts to sell such Bonds.  Notwithstanding the foregoing, the Placement and Remarketing Agent shall not sell the Bonds to the Authority or the Company.

(b)           Notwithstanding anything to the contrary herein, the Placement and Remarketing Agent shall use its best efforts to remarket any Bonds tendered or deemed tendered for purchase in such a manner that, immediately following the remarketing of any Bonds, at least one (1) Holder will own at least $200,000 in aggregate principal amount of Bonds.

(c)           Nothing herein shall prohibit the Placement and Remarketing Agent from purchasing Bonds for its own account.

SECTION 5.08.              Delivery of Proceeds of Sale of Purchased Bonds; Delivery of Remarketed Pledged Bonds.  (a) Except in the case of the sale of any Pledged Bonds, the proceeds of the sale of any Bonds tendered or deemed tendered to the Tender Agent pursuant to Section 5.01,5.03 or 5.04 of this Indenture, to the extent not required to reimburse the Bank under the Letter of Credit Agreement, shall be paid to or upon the order of the Trustee.

(b)           In the event the Placement and Remarketing Agent shall have remarketed any Pledged Bonds, the Placement and Remarketing Agent shall pay the proceeds of sale of such Bonds to the Tender Agent, or shall cause the same to be paid to the Tender Agent, who shall then pay such proceeds to or upon the order of the Bank as reimbursement in respect of drawings under the Letter of Credit; provided, however, that any amounts so paid in excess of amounts then due to the Bank in respect of drawings under the Letter of Credit shall be paid by the Bank to or upon the order of the Company.  Upon receipt of such proceeds as reimbursement in respect of drawings under the Letter of Credit, the Bank shall give written notice to the Trustee of reinstatement of the Letter of Credit.

(c)           Upon payment to the Bank of amounts received as proceeds of remarketing of Pledged Bonds, the Pledged Bonds Custodian, at the request and direction of the Company or the Placement and Remarketing Agent, shall deliver the remarketed Pledged Bonds to the Tender Agent, at its Delivery Office, for registration of transfer and delivery to the purchasers thereof in accordance with instructions from the Placement and Remarketing Agent; provided, however, that the Pledged Bonds Custodian shall not deliver such Pledged Bonds to the Tender Agent until it shall receive confirmation in writing from the Trustee or the Bank that the Letter of Credit has been reinstated in respect of the reimbursement made pursuant to subsection (b) above.

SECTION 5.09.              Duties of Trustee and Tender Agent with Respect to Purchase of Bonds.  (a) The Tender Agent shall hold all Bonds delivered to it pursuant to Sections 5.01,5.03 or 5.04 of this Indenture in trust for the benefit of the respective Owners of Bonds which shall have so delivered such Bonds until money representing the Purchase Price of

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such Bonds shall have been delivered to or for the account of, or to the order of, such Owners of Bonds.  Upon delivery of money representing the Purchase Price of such Bonds to or for the account of, or to the order of, such Owners of Bonds, the Tender Agent shall deliver all such Unremarketed Bonds, the funds for which shall have been obtained by a drawing under the Letter of Credit, to the Pledged Bonds Custodian pursuant to Section 5.06(b) of this Indenture for the purpose of perfecting the Bank’s security interest therein under the Pledge Agreement, unless the Bank shall direct the Tender Agent to deliver such Bonds to or upon the order of the Bank in accordance with Section 5.06 of this Indenture.

(b)           The Trustee and the Tender Agent shall hold all money delivered to them pursuant to this Indenture for the purchase of Bonds in a separate account, in trust for the benefit of the Bank or, in the case of Remarketed Bonds, the purchasers of such Bonds, until the Bonds purchased with such money shall have been delivered to or for the account of the Pledged Bonds Custodian, to the Bank or to such other purchasers, as appropriate.

(c)           The Tender Agent shall deliver to the Trustee, the Company and the Bank a copy of each notice delivered to it in accordance with Section 5.04 within two (2) Business Days following the receipt thereof.

(d)           As soon as possible, but not later than the close of business on any date designated for purchase of Bonds in accordance with Section 5.04, the Tender Agent shall give notice to the Placement and Remarketing Agent and the Trustee specifying the principal amount of Bonds delivered or deemed delivered for purchase on such date.

(e)           The Trustee shall draw money under the Letter of Credit in accordance with the terms thereof to the extent required by Sections 5.05 and 6.12 of this Indenture to provide for timely payment of the Purchase Price of Bonds.

SECTION 5.10.              No Purchases or Sales After Certain Defaults or After Issuance of a Notice of Redemption.  Anything in this Indenture to the contrary notwithstanding, (i) there shall be no purchases or sales of Bonds pursuant to Section 5.04 if there shall have occurred any Event of Default in respect of which the principal of all Bonds outstanding shall have been declared immediately due and payable pursuant to Section 8.02 and such declaration shall not have been annulled, and (ii) there shall be no purchases or sales pursuant to Section 5.04 of Bonds as to which the Trustee shall have given notice of a call for redemption pursuant to Section 4.03 of this Indenture if such notice shall not have been rescinded.  Nothing in this Section is intended to limit secondary trading or transfer of the Bonds.

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ARTICLE VI

REVENUES AND FUNDS

SECTION 6.01.              Creation of the Bond Fund.  There is hereby created and established with the Trustee a trust fund to be designated as the “Bond Fund.” Upon receipt of money pursuant to Section 6.02 of this Indenture, the Trustee shall deposit such money into the specified accounts of the Bond Fund, which amounts shall be used to pay when due the principal of, interest on, and redemption premium, if any, with respect to the Bonds and the purchase price thereof, when due.

SECTION 6.02.              Payments into the Bond Fund.  There shall be deposited into the Bond Fund from time to time the following:

(a)           any amount in the Project Fund directed to be paid into the Bond Fund in accordance with the provisions of Section 6.07 of this Indenture;

(b)           any amount to be deposited into the Bond Fund pursuant to the provisions of Section 6.04 of this Indenture;

(c)           all payments specified in Sections 3.03 and 3.05 of the Loan Agreement;

(d)           any money received pursuant to the Collateral Documents;

(e)           any money drawn under the Letter of Credit, which shall be deposited or credited (in the case of a draw to pay the Purchase Price) in a separate subaccount of the Bond Fund and shall not be commingled with any other money held by the Trustee;

(f)            amounts, if any, held by the Trustee pursuant to Section 5.09 of this Indenture; and

(g)           all other money received by the Trustee under and pursuant to any of the provisions of the Loan Agreement which is required to be paid into the Bond Fund or is accompanied by directions that such money be paid into the Bond Fund.

SECTION 6.03.              Use of Money in the Bond Fund.  Except as provided in Sections 5.05, 5.09 and 6.11 of this Indenture, money in the Bond Fund shall be used solely for the payment of the principal of, premium, if any, and interest on the Bonds, for the redemption of the Bonds prior to maturity and for payment of the Acceleration Price, as defined in Section 8.02 of this Indenture.  Subject to the provisions of Section 6.12(b) of this Indenture, funds for payment of the principal of, redemption premium, if any, and interest on the Bonds shall be derived from the following sources, in the order of priority indicated:

(i)            first, money drawn by the Trustee under the Letter of Credit;

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(ii)           second, money deposited into the Bond Fund which constitutes Available Money (other than money drawn by the Trustee under the Letter of Credit); and

(iii)          third, any other money furnished to the Trustee and available for such purpose.

SECTION 6.04.              Deposit and Disbursement of Net Proceeds of Insurance or Condemnation.  The Trustee is authorized and directed to hold all Net Proceeds of insurance or condemnation awards (including any amount received as consideration for a deed in lieu of condemnation) with respect to the Project Facilities and to disburse such Net Proceeds in accordance with Article VI of the Loan Agreement.  If the Company directs that any portion of such Net Proceeds be applied to redeem Bonds, the Trustee shall deposit such Net Proceeds in a separate subaccount of the Bond Fund, and the Authority covenants and agrees to take and to authorize such action as may be requested by the Company to effect the redemption of Bonds in the amount specified by the Company on the earliest possible redemption date.

Appropriate evidence of the insurance coverage with respect to the Project Facilities required by the Loan Agreement shall be deposited with the Trustee as more fully set forth in Article VI of the Loan Agreement.

SECTION 6.05.              Project Fund.  There is hereby created and established with the Trustee a trust fund to be designated as the “Project Fund,” which shall be expended in accordance with the provisions of this Indenture and of the Loan Agreement.  The Project Fund shall consist of funds deposited therein, from time to time, pursuant to the provisions of this Indenture and applicable provisions of the Loan Agreement, for purposes of paying Qualified Project Costs (as such phrase is defined in the Tax Compliance Agreement) of the Project.

SECTION 6.06.              Payments into the Project Fund; Disbursements.  The Project Fund shall initially consist of the money deposited therein pursuant to Section 3.03 of this Indenture, which shall be applied to pay Costs of the Project in the manner specified herein.  There shall also be deposited in the Project Fund from time to time the amounts (if any) required to be paid by the Company as and for an equity contribution to the Project under the terms of the Loan Agreement.

The Trustee is hereby authorized and directed to make disbursements from the Project Fund upon the receipt of requisitions substantially in the form of Exhibit C hereto, each signed by the Company and approved by the Bank.  The Trustee shall keep and maintain adequate records pertaining to the Project Fund and all disbursements therefrom, including a record of all requisitions.  Upon request of the Company, the Trustee shall furnish the Company with statements of account with respect to the Project Fund in such form as is customarily prepared by the Trustee.

All money and investments from time to time on deposit in the Project Fund shall be held by the Trustee in trust until withdrawn and disbursed in accordance with the provisions of this Section or until transferred to other funds and accounts created under this Indenture in accordance with the provisions hereof.

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SECTION 6.07.              Use of Money in the Project Fund Upon Default.  If the principal of the Bonds shall have become due and payable pursuant to! Article VIII of this Indenture, any balance remaining in the Project Fund shall, without further authorization, (i) prior to the Obligation Termination Date, if any amounts are due and owing under the Letter of Credit Agreement, be transferred immediately to the Bank, as long as the Bank is not in default of its obligations under the Letter of Credit, or (ii) after the Obligation Termination Date, be transferred to the Bond Fund.

SECTION 6.08.              Use of Money in the Project Fund Upon Completion of the Project.  The completion of the Project and the payment or provision for payment of all Costs of the Project shall be evidenced by the filing of the certificate required by Section 2.03 of the Loan Agreement with the Trustee.  As soon as practicable and in any event not more than sixty (60) days following the date of receipt by the Trustee of the certificate referred to in the preceding sentence, any balance remaining in the Project Fund (except amounts the Company shall have directed the Trustee to retain for any Cost of the Project not then due and payable and amounts, if any, representing the unspent balance of the Company’s equity contribution to the Project) shall, without further authorization, be transferred by the Trustee into a separate subaccount within the Bond Fund.  Thereafter, the Trustee shall cause a mandatory redemption of the Bonds in accordance with the terms of Section 4.01 (b)(2) of this Indenture.

The principal amount of Bonds to be so redeemed shall be such that the redemption price thereof shall not exceed the balance remaining in the Project Fund which has been so transferred to the Bond Fund.  On the date fixed for redemption of such Bonds, the Trustee (i) shall draw on the Letter of Credit in an amount sufficient to pay the full redemption price of the Bonds being redeemed, and (ii) reimburse the Bank for such drawing from the money on deposit in such separate subaccount within the Bond Fund.  If the sum transferred to the Bond Fund pursuant to this Section 6.08 is not sufficient to effect a mandatory redemption of the Bonds in accordance with the terms of Section 4.01(b)(2) of this Indenture, or if there are any excess funds remaining in the Bond Fund after such mandatory redemption, such funds shall be paid by the Trustee to the Bank on the next Interest Payment Date to reimburse the Bank for a drawing on the Letter of Credit effected pursuant to Section 6.12 of this Indenture.

SECTION 6.09.              Nonpresentment of Bonds.  If any Bond shall not be presented for payment when the principal shall become due upon maturity, upon the date fixed for redemption or otherwise, and if Available Money shall have been deposited with the Trustee or set aside by the Trustee for that purpose in an amount sufficient to pay the principal of such Bond and the premium, if any, payable upon redemption, together with all interest due thereon to the date of maturity or the date fixed for redemption, as the case may be, for benefit of the Owner of such Bond, all liability of the Authority to the Owner of such Bond for payment of such principal and interest and all liability of the Authority to the Owner of such Bond for payment of such premium, if any, forthwith shall cease, shall determine and shall be discharged completely.  Thereupon it shall be the duty of the Trustee to hold such fund or funds, without liability for interest, for benefit of the Owner of such Bond, who thereafter shall be restricted exclusively to such fund or funds for any claim of whatsoever nature hereunder or upon or with respect to such Bond.

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SECTION 6.10.              Money to be Held in Trust.  Except as otherwise provided in Section 6.13 with respect to the Rebate Fund, all money required to be deposited with or paid to the Trustee for the account of any fund or account referred to in any provision of this Indenture or the Loan Agreement shall be held by the Trustee in trust, and (except for the money from time to time required to be deposited and maintained in the Rebate Fund) shall, while held by the Trustee, constitute part of the Trust Estate and be subject to the lien and security interest created hereby.

SECTION 6.11.              Repayment to the Bank and the Company from the Bond Fund, the Rebate Fund or the Project Fund.  Any amounts remaining in the Bond Fund, the Project Fund, the Rebate Fund or any other fund or account created hereunder after payment in full of the principal of premium, if any, and interest on the Bonds, the fees, charges and expenses of the Trustee, unpaid Administrative Expenses and all other amounts required to be paid hereunder, including payment to the United States of America of the final installment of the Rebate Amount, if any, pursuant to Section 6.13 of this Indenture, shall be paid as soon as possible to the Bank, unless the Bank notifies the Trustee to the contrary in writing, in which case such amounts shall be paid directly to the Company.

SECTION 6.12.              Letter of Credit.  (a) The Authority shall cause the Company to deliver the Letter of Credit to the Trustee upon the date of issuance and delivery of the Bonds, in accordance with Section 4.06 of the Loan Agreement.  During the term of the Letter of Credit, the Trustee shall draw money under the Letter of Credit in accordance with the terms thereof (i) to pay the principal of the Bonds when due (whether by reason of maturity, redemption or acceleration) and to pay the interest on, and, to the extent the Letter of Credit covers same, redemption premium, if any, with respect to the Bonds when due, and (ii) to pay the Purchase Price of the Bonds tendered for purchase in accordance with the terms hereof and of the Bonds when due.  Within two (2) Business Days after the last Determination Date of each month, the Trustee shall give written notice (which notice shall be transmitted via facsimile) to the Company of the amount that the Trustee will draw under the Letter of Credit on the next Interest Payment Date.

(b)           Notwithstanding any provision to the contrary which may be contained in this Indenture, including, without limitation, Section 6.12(a), (i) in computing the amount to be drawn under the Letter of Credit on account of the payment of the principal of, interest on, and, to the extent the Letter of Credit covers same, redemption premium, if any, on the Bonds, or the Purchase Price of Bonds tendered for payment in accordance with the terms hereof and of the Bonds, the Trustee shall exclude any such amounts in respect of any Bonds which are Pledged Bonds immediately prior to the date such payment is due, and (ii) amounts drawn by the Trustee under the Letter of Credit shall not be applied to the payment of the Purchase Price of any Bonds which are Pledged Bonds.

(c)           The Letter of Credit shall terminate in accordance with its terms on the Letter of Credit Termination Date.  Upon such termination, the Trustee shall deliver the terminated Letter of Credit to the Bank, together with such certificates as may be required by the terms of the Letter of Credit.

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SECTION 6.13.Rebate Fund.  (a) The Trustee shall establish, hold and maintain a segregated fund or account designated as the “Rebate Fund” into which money shall be deposited from time to time in such amounts as shall be required by this Indenture for the purpose of providing for payment to the United States of any arbitrage rebate required to be paid with respect to the Bonds pursuant to Section 148(f) of the Code.  The Rebate Fund shall be held by the Trustee in trust, but separate and apart from all other funds and accounts established under this Indenture and from all other moneys of the Trustee, and all amounts in the Rebate Fund, including income earned from investment of amounts in the Rebate Fund, shall be held by the Trustee in trust, but free and clear of the lien of this Indenture.  The Rebate Fund shall be maintained until such time as the Trustee shall receive a written opinion of Bond Counsel or a certificate of a Rebate Consultant stating, in effect, that all required payments of arbitrage rebate with respect to the Bonds have been made to the United States.  Any money remaining on deposit in the Rebate Fund after all such required rebate payments have been made, as evidenced by such opinion or certificate, shall be paid over to the Company upon written request of an Authorized Representative of the Company or as such Authorized Representative may direct.

(b)Any money on deposit in the Rebate Fund may be invested by the Trustee at the written direction of the Company exclusively in Government Obligations.  The Trustee shall maintain records of the date and amount of each deposit and of each investment made in the Rebate Fund.

(c)The Authority shall, or shall cause the Company to, engage a Rebate Consultant to furnish to the Trustee from time to time, as hereinafter set forth, written reports setting forth:

(i) the total amount required to be rebated to the United States with respect to the Bonds pursuant to Section 148(f) of the Code (herein referred to as the “Total Required Rebate Amount”), as calculated from the Closing Date to the current computation date used in each such report (which computation date shall be selected in accordance with applicable tax regulations);

(ii) the date upon which the next required rebate installment payment with respect to the Bonds is due and payable to the United States (the “Installment Payment Date”); and

(iii) the amount of such next required rebate installment payment (the “Required Rebate Installment Amount”).

Such a report shall be furnished to the Trustee not later than thirty (30) days following the fifth anniversary of the Closing Date, not later than every five (5) years thereafter, and not later than thirty (30) days following the final maturity date with respect to the Bonds or any earlier date upon which all Bonds shall have become due and payable; provided, however, that if the Authority and the Company shall elect (if permitted by, and in accordance with, the Code and applicable tax regulations) to treat any date earlier than the fifth (5th) anniversary of the Closing Date as the first “computation date” (as that term is used in Section 148(f) of the Code), as evidenced by a Rebate Consultant’s report, succeeding reports required by this paragraph shall be furnished within thirty (30) days following the fifth (5th) anniversary of such computation

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date and every five (5) years thereafter, so long as any Bonds remain outstanding; provided, further, however, that if the Authority and the Company shall elect (if permitted by, and in accordance with, the Code and applicable tax regulations) to treat the end of each “bond year” (as that phrase is used in Treasury Regulation §1.148.3) as a computation date, as evidenced by a Rebate Consultant’s Report, succeeding reports shall be furnished within thirty (30) days following the end of each such “bond year”.

The foregoing notwithstanding, there shall be no obligation to engage a Rebate Consultant or to provide such reports if the Company shall furnish the Trustee and the Authority with a letter from Bond Counsel to the effect that the Bonds are exempt from the arbitrage rebate requirement of Section 148(f) of the Code by reason of any exemption provided in the Code or applicable federal income tax regulations.

(d)The Total Required Rebate Amount, less any amounts previously rebated to the United States as arbitrage rebate with respect to the Bonds, is herein referred to as the “Required Rebate Fund Balance.” To the extent that the amount on deposit in the Rebate Fund at the time of receipt by the Trustee of any Rebate Consultant’s report furnished in accordance with subsection (c) above is in excess of the Required Rebate Fund Balance, such excess shall, upon the written request of the Company, be disbursed to the Company.  To the extent that the amount on deposit in the Rebate Fund at such time is less than the Required Rebate Fund Balance, the Company shall pay to the Trustee, for deposit to the Rebate Fund, an amount equal to such deficiency within thirty (30) days, but in no event later than two (2) Business Days prior to the Installment Payment Date set forth in the Rebate Consultant’s report.

(e)The Trustee is authorized and directed to withdraw and pay to the United States, on or before each Installment Payment Date, or if such date is a Saturday, a Sunday or a federal holiday, the next day that is not a Saturday, a Sunday or a federal holiday, the amount of each Required Rebate Installment Amount in accordance with the Rebate Consultant’s report furnished to it in accordance with subsection (c) above; Provided, however, that each such payment of a Required Rebate Installment Payment must be accompanied by an appropriate federal tax (or arbitrage rebate) return duly executed by an Authorized Officer of the Authority, which the Authority hereby covenants and agrees to furnish to the Trustee not later than the Business Day preceding the respective Installment Payment Date.

(f)If for any reason, including the late delivery of a required federal tax (or arbitrage rebate) return to the Trustee, a late payment penalty or interest shall be due and payable to the United States with respect to any required rebate payment, as set forth in a report of a Rebate Consultant or an invoice or notice of deficiency from the Internal Revenue Service, such penalty or interest shall be paid by the Trustee out of money in the Rebate Fund or, if no such money is on deposit, the Trustee shall make written demand upon the Company for payment of the same.

(g)The Trustee shall retain records of the determinations of the amounts required to be deposited in the Rebate Fund, of the proceeds of any investments of moneys in the Rebate Fund, and of the amounts paid to the United States, until the date six (6) years after the retirement of the last of the Bonds.

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(h)Notwithstanding the provisions of Article X, any or all of the provisions of this Section may be amended by a Supplemental Indenture without consent of any Holders of Bonds, provided that the Trustee shall receive a written opinion of Bond Counsel not unsatisfactory to the Trustee that such amendment, and compliance with the terms of this Section as so amended, will not adversely affect the exclusion of interest on the Bonds from gross income for federal income tax purposes under the Code.

(i)The Trustee shall not be responsible for undertaking any calculation of arbitrage rebate and shall have no responsibility for the accuracy of the calculations performed by any Rebate Consultant.

SECTION 6.14.Investment of Money in Funds.  All money in any of the funds established pursuant to this Indenture (except money obtained from a draw on the Letter of Credit) shall be invested by the Trustee, as directed in writing by the Company, solely in Investment Securities except (i) Available Money held by the Trustee for the payment of Undelivered Bonds, which shall not be invested, and (ii) money in the Rebate Fund, which shall be invested only in Government Obligations, as provided in Section 6.13.  Absent written direction from the Company, available cash balances in the various funds established under this Indenture (with the exceptions set forth in the preceding sentence) shall be invested in a money market mutual fund selected by the Trustee, provided that such investment at the time complies with paragraph (ix) of the definition of “Investment Securities” herein.  Money obtained by the Trustee from a draw on the Letter of Credit shall be held by the Trustee in the Bond Fund uninvested, and without liability for interest, until applied to payment of the principal of, interest on or redemption premium, if any, with respect to Bonds in accordance with the terms hereof.  Investment Securities may be purchased at such prices as the Trustee may in its discretion determine or as may be directed by the Company.  All Investment Securities shall be acquired subject to the limitations set forth in Section 7.06, the limitations as to maturities hereinafter in this Section set forth and such additional limitations or requirements consistent with the foregoing as may be established by request of the Company.

To the extent the Bank has not been reimbursed under the Letter of Credit Agreement and has notified the Trustee of same in writing, all interest, profits and other income received from the investment of money in any fund established pursuant to this Indenture shall be transferred to the Bank in the amount specified by the Bank.  Otherwise, such amounts shall be deposited to the appropriate fund or account in which such investments were made.  Notwithstanding anything to the contrary contained in this paragraph, an amount of interest received with respect to any Investment Security equal to the amount of accrued interest, or premium, if any, paid as part of the purchase price of such Investment Security shall be credited to the fund from which such accrued interest or premium was paid.

Investment Securities acquired as an investment of money in any fund established under this Indenture shall be credited to such fund.  For the purpose of determining the amount in any fund, all Investment Securities credited to such fund shall be valued at the lesser of cost or par value plus, prior to the first payment of interest following purchase, the amount of accrued interest, if any, paid as a part of the purchase price.

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The Trustee may act as principal or agent in the making or disposing of any investment.  The Trustee may sell at the best price obtainable, or present for redemption, any Investment Securities so purchased whenever it shall be necessary to provide money to meet any required payment, transfer, withdrawal or disbursement from the fund to which such Investment Security is credited, and the Trustee shall not be liable or responsible for any loss resulting from such investment.

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ARTICLE VII

PARTICULAR COVENANTS

SECTION 7.01.Punctual Payment.  The Authority shall punctually pay the principal, premium, if any, and interest to become due in respect of the Bonds, or shall cause the same to be paid punctually, in strict conformity with the terms of the Bonds and of this Indenture, according to the true intent and meaning thereof and hereof, but only out of the Revenues as provided in this Indenture, and not otherwise.

SECTION 7.02.Extension of Payment of Bonds.  The Authority shall not directly or indirectly extend or assent to the extension of the maturity of any of the Bonds or the time for payment of any claims for interest, by the purchase or funding of such Bonds or claims for interest or otherwise.  If the maturity of any of the Bonds or the time for payment of any such claims for interest shall be extended, such Bonds or claims for interest shall not be entitled, in case of any default hereunder, to the benefits of this Indenture, except subject to the prior payment in full of the principal of all of the Bonds then outstanding and of all claims for interest thereon which shall not have been so extended.

Nothing in this Section shall be deemed to limit the right of the Authority to issue bonds for the purpose of refunding any Outstanding Bonds, and such issuance shall not be deemed to constitute an extension of maturity of the Bonds.

SECTION 7.03.Against Encumbrances.  The Authority shall not create, or permit the creation of, any pledge, lien, charge or other encumbrance upon the Revenues while any of the Bonds are Outstanding, except the pledge and assignment created by this Indenture, and will assist the Trustee in contesting any such pledge, lien, charge or other encumbrance which may be created or arise.

SECTION 7.04.Power to Issue Bonds and Make Pledge and Assignment.  The Authority represents and covenants that it is duly authorized by law to issue the Bonds, to enter into this Indenture and to pledge and assign the Revenues and other assets pledged and assigned under this Indenture in the manner and to the extent provided in this Indenture.  The Bonds and the provisions of this Indenture are and will be the legal, valid and binding limited obligations of the Authority in accordance with their terms, and the Authority and Trustee shall, at all times and to the extent permitted by law, defend, preserve and protect the pledge and assignment of the Revenues and other assets made hereunder and the rights of the Bondholders under this Indenture against all claims and demands of all Persons whomsoever.

The Authority expressly reserves the right to enter into one or more other indentures for any of its corporate purposes, including other projects undertaken in accordance with the Act, and reserves the right to issue other obligations for such purposes, provided that no such other obligations shall have any lien or claim upon the Revenues or any of the funds pledged, assigned or deposited under this Indenture.

SECTION 7.05.Accounting Records and Financial Statements.  (a) The Trustee shall keep proper books of record and account with respect to this Indenture and the

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Bonds and the funds and accounts maintained hereunder, all in accordance with prudent industry practice, and shall make complete and accurate entries of all transactions relating to the proceeds of Bonds, the Revenues, the Loan Agreement and all funds and accounts established pursuant to this Indenture.  Such books of record and account shall be available for inspection by the Authority, the Company, the Bank and any Bondholder, or their respective agents or representatives duly authorized in writing, at reasonable hours and under reasonable circumstances.

(b)The Trustee shall furnish the Company monthly with statements (which need not be audited) covering the receipts, disbursements, allocation and application of Revenues and other money (including proceeds of Bonds) in the funds and accounts established pursuant to this Indenture during the preceding monthly period; each such statement shall be furnished within thirty (30) days following the end of the period covered by such statement.

SECTION 7.06.Tax Covenants.  The Authority covenants that it shall not take any action or suffer or permit any action to be taken by any party (inclusive of the Company) or condition to exist (inclusive of the application, use or investment of the proceeds of the sale of the Bonds or revenues held for payment of debt service on the Bonds) which causes or may cause the interest payable on the Bonds to be subject to Federal income taxes, and the Authority covenants to take all action, to do all things and to cause all things to be done which may be necessary so that the interest payable on the Bonds shall be and continue to be exempt from Federal income taxes, to the same extent as on the date of original issuance thereof.  The Authority covenants to include in the Loan Agreement, and to enforce, appropriate covenants of the Company to preserve the tax-exempt status of interest on the Bonds under the Code.

Without limiting the generality of the foregoing paragraph, the Authority covenants with the Owners, from time to time, of the Bonds that the Authority will make no use of the proceeds of the Bonds or revenues held for payment of debt service on the Bonds that will cause any of the Bonds to be or become an “arbitrage bond” within the meaning of Section 103(b)(2) of the Code, and the Authority also covenants to comply with the requirements of Section 103(b)(2) and Section 148 of the Code and with Sections 1.148-1 through 1.148-11 of the Treasury Regulations published in the Federal Register as of the date hereof, as applicable, or with other such regulations implementing said Section 103(b)(2) and Section 148, if and to the extent applicable, throughout the term of the Bonds.  If the Authority or the Company at any time is of the opinion that it is necessary to restrict or limit the yield on the investment of any money held by the Trustee under this Indenture for purposes of complying with the Code and applicable tax regulations, the Authority or the Company shall so instruct the Trustee in writing, and the Trustee shall take such action as shall be set forth in such instructions.

The Authority covenants to pay, or to cause the Company to pay, all arbitrage rebate payments that may be required with respect to the Bonds under Section 148(f) of the Code, as and when the same become due and payable.  This covenant shall survive payment of the Bonds and defeasance of the lien of this Indenture.  The Authority represents that it has included (or will include) in the Loan Agreement or in a related loan document, and will enforce, a covenant of the Company to pay over to the Trustee, for payment to the United States in the name of the Authority, any amounts in excess of amounts then available in the Rebate Fund required to make payments of arbitrage rebate to the United States when due and payable.

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Notwithstanding any provision of this Section and Section 6.13 of this Indenture, if the Company shall provide to the Authority and the Trustee an Opinion of Bond Counsel to the effect that any action required under this Section or Section 6.13 of this Indenture is no longer required, or to the effect that some further action is required, to maintain the exclusion from gross income of interest on the Bonds, the Authority, the Trustee and the Company may rely conclusively on such opinion and the terms and provisions of this Section and Section 6.13 of this Indenture shall be deemed amended accordingly and without necessity of any prior or subsequent consent of any Holder of Bonds.

SECTION 7.07.Enforcement of Loan Agreement: Amendments to Loan Agreement.  (a) The Trustee, as assignee of the Authority with respect to the Loan Agreement, shall promptly collect all amounts due from the Company pursuant to Sections 3.01 and 3.03 of the Loan Agreement, shall perform all duties (if any) imposed upon the Trustee by the Loan Agreement and shall diligently enforce, and take all steps, actions and proceedings reasonably necessary for the enforcement of, all of the obligations of the Company under the Loan Agreement

(b)The Authority shall not amend, modify or terminate any provisions of the Loan Agreement, or consent to any such amendment, modification or termination, without the written consent of the Trustee.  The Trustee shall give such written consent only if (1) notification of such amendment, modification or termination has been given to each Rating Agency and to the Owners, (2) the Trustee receives the written consent of the Bank, (3)(i) such amendment, modification or termination will not materially adversely affect the interests of the Owners or result in any material impairment of the security hereby given for the payment of the Bonds or (ii) the Trustee first obtains the written consent of the Bank and the Owners of a majority in principal amount of the Bonds then Outstanding to such amendment, modification or termination and provides notice of such amendment, modification or termination and of such written consent to the Owners, and (4) there shall have been delivered to the Trustee an Opinion of Counsel to the Authority, in form and substance satisfactory to the Trustee, that all of the provisions and conditions set forth in this subsection (b) have been satisfied.  The foregoing notwithstanding, no amendment, modification or termination of the Loan Agreement shall reduce the amount of Loan Payments in respect of the principal, interest, redemption price or purchase price of the Bonds to be made by the Company to the Authority or the Trustee, or extend the time for making any such payment, without the written consent of all of the Owners of the Bonds then Outstanding.

SECTION 7.08.Waiver of Laws.  The Authority shall not at any time insist upon, plead in any manner whatsoever, or claim or take the benefit or advantage of, any stay or extension provided by law now or at any time hereafter in force that may affect the covenants and agreements contained in this Indenture or in the Bonds, and all benefit or advantage of any such law or laws is hereby expressly waived by the Authority to the extent permitted by law.

SECTION 7.09.Financing Statements and Other Action to Protect Security Interests.  This Indenture shall constitute a security agreement within the meaning of the Pennsylvania Uniform Commercial Code.  The Authority, at the expense of the Company, shall cause this Indenture or an appropriate financing statement or memorandum to be filed, registered and recorded in such manner and at such places as may be required by law fully to protect the

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security of the holders of the Bonds and the right, title and interest of the Trustee in and to the Trust Estate or any part thereof, and the Authority shall cooperate with the Trustee in connection with any such filing, registration or recording..  The Authority shall perform or shall cause to be performed any such acts, and execute and cause to be executed any and all further instruments as may be required by law or as shall reasonably be requested by the Trustee for such protection of the interests of the Trustee and the Bondholders, and shall furnish or cause to be furnished satisfactory evidence to the Trustee of recording, registering, filing and refiling of such instrument and of every additional instrument which shall be necessary to preserve the lien of this Indenture upon the Trust Estate or any part thereof until the principal of and interest on the Bonds secured hereby shall have been paid.  The Trustee shall execute or join in the execution of any such further or additional instrument and file or join in the filing thereof at such time or times and in such place or places as it may be advised by an opinion of Counsel will preserve the lien of this Indenture upon the Trust Estate or any part thereof until the aforesaid principal and interest shall have been paid.

SECTION 7.10.Further Assurances.  The Authority will make, execute and deliver any and all such further indentures, instruments and assurances as may be reasonably necessary or proper to carry out the intention of this Indenture or to facilitate its performance and for the better assuring and confirming unto the Owners of the Bonds the rights and benefits provided in this Indenture.  All such action shall be at the expense of the Company, and the reasonable fees of the Authority and its Counsel in connection therewith shall constitute Administrative Expenses.

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ARTICLE VIII

EVENTS OF DEFAULT; REMEDIES OF BONDHOLDERS

SECTION 8.01.Events of Default.  Any of the following events shall be an Event of Default:

(a)failure to make due and punctual payment of the principal of any Bond when and as the same shall become due and payable, whether at maturity as therein expressed, by proceedings for redemption, by acceleration, or otherwise; or

(b)failure to make due and punctual payment of any installment of interest on any Bond when and as the same shall become due and payable; or

(c)failure to pay the purchase price on any Bond tendered pursuant to Article V when such payment is due; or

(d)failure by the Authority to observe any other covenants, agreements or conditions on its part contained in this Indenture or in the Bonds, if such failure shall have continued for a period of sixty (60) days after written notice specifying such default and requiring the same to be remedied has been given to the Authority and the Company by the Trustee, or to the Authority, the Company and the Trustee by the Owners of not less than twenty-five percent (25%) in aggregate principal amount of the Bonds at the time Outstanding; or

(e)the occurrence of any “Event of Default” as defined in Sections 8.01 (a) through (d) or Section 8.01(f) of the Loan Agreement; or

(f)receipt by the Trustee of written notice from the Bank advising the Trustee that the Bank has declared an event of default under the provisions of the Letter of Credit Agreement and instructing the Trustee to declare the principal amount of the Outstanding Bonds to be immediately due and payable; or

(g)receipt of notice by the Trustee from the Bank, within the time limit stipulated in the terms of the Letter of Credit following a draw on the Letter of Credit for payment of interest on Bonds that will remain Outstanding after the application of the proceeds of such drawing, stating that the Letter of Credit will not be reinstated with respect to such interest; or

(h)failure by the Company to cause a Substitute Letter of Credit to be issued and delivered to the Trustee on or prior to the Interest Payment Date immediately preceding the Letter of Credit Termination Date, unless the Outstanding Bonds have been called for mandatory redemption in accordance with Section 4.0 l(b)(l).

The terms “default” or “failure” as used in this Section mean a default or failure by the Authority in the observance or performance of any of the covenants, agreements or obligations on its part to be observed or performed and contained in this Indenture or in the Bonds or a default or failure by the Company in the observance or performance of any of the

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covenants, agreements or obligations on its part to be observed or performed and contained in the Loan Agreement or related loan documents, exclusive of any period of grace or notice required to constitute an Event of Default as provided above or in the Loan Agreement.

As soon as practicable after it gains actual knowledge of any Event of Default, the Trustee shall notify the Bank, the Company, the Authority, the Tender Agent and the Placement and Remarketing Agent.

Anything contained in this Indenture to the contrary notwithstanding, so long as the Bank is not in default under the terms of the Letter of Credit, (i) no failure or default described in subsections (d) or (e) above shall constitute an Event of Default without the prior written consent of the Bank, and (ii) no notice of an Event of Default shall be given by the Trustee to the Bondholders without the prior written consent of the Bank, except notice of an Event of Default described in subsection (f), (g) or (h) above.

SECTION 8.02.Acceleration.  If any Event of Default described in Sections 8.01(a), (b), (c), (d) or (e) of this Indenture occurs, the Trustee, by written notice to the Authority, the Bank and the Company, may declare, with the written consent of the Bank, and shall declare, upon written request of the Owners of twenty-five percent (25%) in aggregate principal amount of the Bonds then Outstanding, the principal amount of all Bonds then Outstanding, together with the interest accrued thereon, to be immediately due and payable.  If any Event of Default described in Section 8.01(f), (g) or (h) occurs, the Trustee, by written notice to the Authority, the Bank and the Company, shall declare the principal amount of all Bonds then Outstanding, together with the interest accrued thereon, to be immediately due and payable, and no consent of the Bank shall be required.  The date as of which the Trustee declares the principal of the Outstanding Bonds to be due and payable is herein referred to as the “Acceleration Date.” The Bonds shall become immediately due and payable, at a price equal to 100% of the aggregate principal amount thereof plus interest accrued to the Acceleration Date (the “Acceleration Price”), on the first (1st) Business Day following the Acceleration Date (the “Payment Date”).

Upon declaring the Bonds immediately due and payable in accordance with the foregoing paragraph, the Trustee shall immediately exercise such rights as it may have under the Loan Agreement to declare all payments thereunder to be immediately due and payable and shall immediately make a draw upon the Letter of Credit for the amount that is required to pay the Acceleration Price on the Payment Date.  Upon receipt by the Trustee of the full amount drawn on the Letter of Credit pursuant to the foregoing provisions and provided that sufficient Available Money is in the Bond Fund to pay all sums due and payable to the Bondholders, (i) interest on the Bonds shall cease to accrue on the Acceleration Date, and (ii) the Bank shall be subrogated to all right, title and interest of the Trustee and the Bondholders in and to the Loan Agreement, the Project Facilities and any other security held for the payment of the Bonds (except any funds held in the Bond Fund or any account with respect to Undelivered Bonds which are identified for the payment of the Bonds or the Purchase Price of Undelivered Bonds and any funds in the Rebate Fund) all of which, upon payment of any fees and expenses due and payable to the Trustee pursuant to the Loan Agreement or this Indenture, shall be assigned by the Trustee to tile Bank.

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As soon as possible, the Trustee shall give written notice of any acceleration of the Bonds to the Bondholders.  Such notice of acceleration (i) shall be given in the name of the Authority; (ii) shall identify the accelerated Bonds (by name, date of issue, interest rate and maturity date); (iii) shall specify the Acceleration Date; (iv) shall specify the Payment Date and the Acceleration Price; (v) shall state that the interest on the Bonds ceased to accrue on the Acceleration Date; (vi) shall state the reason for the acceleration; and (vii) shall state that on the Payment Date the Acceleration Price will be payable at the Designated Office of the Trustee.  The Trustee shall use “CUSIP” numbers on such notice as a convenience to Bondholders and such notice shall state that no representation is made as to the correctness of such numbers either as printed on the Bonds or as contained in any notice of acceleration and that reliance may be placed only on the registration number and description printed on the Bonds.  A copy of such notice of acceleration shall be mailed, by registered, certified or overnight mail, to each Rating Agency, but failure to mail any such notice or any defect in the mailing thereof shall not affect the validity of such acceleration.

If, after the principal of and interest on the Bonds has been so declared to be due and payable immediately and before any judgment or decree for the payment of the money due shall have been obtained or entered, all arrears of principal and interest on Bonds are paid, the Letter of Credit is reinstated (in an amount not less than the principal amount of the Outstanding Bonds plus (i) if the Bonds are Floating Rate Bonds, 50 days’ interest on the Outstanding Bonds calculated at the Maximum Rate, or (ii) if the Outstanding Bonds are Fixed Rate Bonds, interest on the Outstanding Bonds at the Fixed Rate for the number of days required by Section 5.01), the reasonable charges and expenses of the Trustee are paid or duly provided for to the satisfaction of the Trustee, and any and all other defaults known to the Trustee (other than in the payment of principal of and interest on the Bonds due and payable solely by reason of such declaration) shall have been made good or cured to the satisfaction of the Trustee or provision deemed by the Trustee to be adequate shall have been made therefor, then, and in every such case, the Owners of not less than twenty-five percent (25%) in aggregate principal amount of the Bonds then Outstanding, by written notice to the Authority, the Bank, the Company and the Trustee, or the Trustee, if such declaration was made by the Trustee, may, on behalf of the Owners of all Bonds, rescind and annul such declaration and its consequences and waive such default.  No such rescission and annulment shall extend to or affect any subsequent default or impair or exhaust any right or power in consequence thereof.

Any of the foregoing provisions to the contrary notwithstanding, except upon the occurrence of an Event of Default described in Section 8.01 (f), (g) or (h), no Owners of Bonds shall have any right to require the Trustee to accelerate the Bonds, and the Trustee shall not be obligated to give any Bondholder notice of a default under the Indenture, the Loan Agreement or any other documents executed and delivered in connection with the Bonds, unless the Bank shall be in default of its obligations under the Letter of Credit or a voluntary or involuntary case has been commenced by or against the Bank by the filing of a petition under the United States Bankruptcy Code or any other law relating to bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of debts.

SECTION 8.03.Other Remedies.  If any Event of Default occurs and is continuing, the Trustee, before or after declaring the principal of the Bonds immediately due and payable, may enforce each and every right granted to the Authority or the Trustee under the Loan

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Agreement, the Letter of Credit or any other security instrument, or under any supplements or amendments thereto, and shall, at all times complying with the provisions of Section 8.02 of this Indenture, apply any Revenues or Available Money in the Bond Fund held by the Trustee to the payment of principal of or interest on the Bonds.  In exercising such rights and the rights given the Trustee under this Article VIII, the Trustee shall take such action as, in the judgment of the Trustee, applying the standards described in Section 9.01 of this Indenture, would best serve the interests of the Bondholders.

SECTION 8.04.Legal Proceedings By Trustee.  If any Event of Default has occurred and is continuing, the Trustee in its discretion may and, upon the written request of the Bank or the Owners of twenty-five percent (25%) in aggregate principal amount of the Bonds then Outstanding (subject to the consent of the Bank, if the Bank is not then in default of its obligations under the Letter of Credit and no voluntary or involuntary case has been commenced by or against the Bank under the United States Bankruptcy Code or any other law relating to bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of debts) and receipt of indemnity to its satisfaction shall, in its own name:

(a)By mandamus, other suit, action or proceeding at law or in equity, enforce all rights of the Bondholders, including the right to require the Authority to collect the amounts payable under the Loan Agreement and to require the Authority to carry out any other provisions of this Indenture for the benefit of the Bondholders and to perform its duties under the Act;

(b)Bring suit upon the Bonds;

(c)By action or suit in equity require the Authority to account as if it were the trustee of an express trust for the Bondholders; or

(d)By action or suit in equity enjoin any acts or things that may be unlawful or in violation of the rights of the Bondholders.

SECTION 8.05.Discontinuance of Proceedings by Trustee.  If any proceeding taken by the Trustee on account of any Event of Default is discontinued or is determined adversely to the Trustee, then the Authority, the Trustee, the Bondholders and the Bank shall be restored to their former positions and rights hereunder as though no such proceeding had been taken, but subject to the limitations of any such adverse determination.

SECTION 8.06.Bondholders May Direct Proceedings by Trustee.  The Owners of a majority in aggregate principal amount of the Bonds Outstanding hereunder shall have the right to direct the method and place of conducting all remedial proceedings by the Trustee hereunder, provided that such direction shall not be otherwise than in accordance with law or the provisions of this Indenture, and that the Trustee shall not be required to comply with any such direction which it deems to be unlawful or unjustly prejudicial to Bondholders not parties to such direction.  The foregoing provisions of this Section 8.06 to the contrary notwithstanding, the Bank shall have the right to direct the method and the place of conducting ail remedial proceedings by the Trustee hereunder, provided that such direction shall not be

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otherwise than in accordance with law or the provisions of this Indenture, so long as the Bank shall not be in default with respect to its obligations under the Letter of Credit.

SECTION 8.07.Limitations on Actions By Bondholders.  Anything in this Indenture to the contrary notwithstanding, no Bondholder shall have any right to pursue any remedy hereunder or under the Loan Agreement unless:

(a)The Trustee shall have been given written notice of an Event of Default;

(b)The Owners of at least twenty-five percent (25%) in aggregate principal amount of the Bonds Outstanding shall have made a written request to the Trustee to exercise the powers herein granted or to pursue such remedy in its or their name or names;

(c)The Trustee shall have been offered indemnity satisfactory to it against costs, expenses and liabilities;

(d)The Trustee shall have failed to comply with such request within a reasonable time; and

(e)The Bank shall be in default of its obligations under the Letter of Credit or a voluntary or involuntary case has been commenced by or against the Bank by the filing of a petition under the United States Bankruptcy Code or any other law relating to bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of debts;

provided, however, that nothing herein shall affect or impair the right of any Owner of any Bond to enforce payment of the principal of such Bond and interest thereon at and after the maturity thereof, or the obligation of the Authority to pay such principal and interest to the respective Owners of the Bonds at the time and place, from the source and in the manner expressed herein and in the Bonds; and provided further that such action shall not disturb or prejudice the lien of this Indenture.

SECTION 8.08.Trustee May Enforce Rights Without Possession of Bonds.  All rights under the Indenture and the Bonds may be enforced by the Trustee without the possession of any Bonds or the production thereof at the trial or other proceedings relative thereto, and any proceedings instituted by the Trustee shall be brought in its name for the ratable benefit of the Owners of the Bonds.

SECTION 8.09.Delays and Omissions Not to Impair Rights.  No delay or omission in respect of exercising any right or power accruing upon any Event of Default shall impair such right or power or be a waiver of such Event of Default and every remedy given by this Article VIII may be exercised, from time to time, and as often as may be deemed expedient.

SECTION 8.10.Application of Money in Event of Default.  Any money received by the Trustee under this Article VIII shall be applied in the order listed below (provided that any money received by the Trustee upon drawing under the Letter of Credit

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together with Available Money on deposit in the Bond Fund and available for payment of principal and interest on all Outstanding Bonds, any money held by the Trustee upon the nonpresentment of Bonds and any money held by the Trustee for the defeasance of Bonds pursuant to Article XI shall be applied only as provided in clause (b) below and only to pay outstanding principal and accrued interest, as provided in the Letter of Credit, with respect to the Bonds):

(a)To the payment of the fees and expenses of the Trustee and the Authority including reasonable counsel fees and expenses, and any disbursements of the Trustee with interest thereon and its reasonable compensation;

(b)To the payment of principal and interest then owing on the Bonds, including any interest on overdue interest, and in case such money shall be insufficient to pay the same in full, then to the payment of principal and interest ratably, without preference or priority of one over another or of any installment of interest over any other installment of interest; and

(c)To reimbursement of the Bank for any unreimbursed drawing under the Letter of Credit or other obligations owing by the Company to the Bank under the Letter of Credit Agreement.

The surplus, if any, remaining after application of money as set forth above shall be paid to the Company or to the person lawfully entitled to receive the same as a court of competent jurisdiction may direct.

SECTION 8.11.Trustee and Bondholders Entitled to All Remedies Under Act; Remedies Not Exclusive.  It is the purpose of this Article VIII to provide to the Trustee and the Bondholders all rights and remedies as may be lawfully granted under the provisions of the Act; but should any remedy herein granted be held unlawful, the Trustee and the Bondholders shall nevertheless be entitled to every remedy permitted by the Act.  It is further intended that, insofar as lawfully possible, the provisions of this Article VIII shall apply to and be binding upon any trustee or receiver appointed under the Act.

No remedy herein conferred is intended to be exclusive of any other remedy or remedies, and each remedy is in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute.

SECTION 8.12.Trustee’s Right to Receiver.  As provided by the Act, the Trustee shall be entitled as of right to the appointment of a receiver; and the Trustee, the Bondholders and any receiver so appointed shall have such rights and powers and be subject to such limitations and restrictions as may be contained in or permitted by the Act.

SECTION 8.13.Subrogation Rights of Bank.  The Trustee agrees that the Bank shall be subrogated to all rights, remedies and collateral of the Trustee under the Indenture, the Loan Agreement or any other document or instrument, to the extent the Bank has honored a draw under the Letter of Credit and has not been reimbursed or paid therefor.

SECTION 8.14.Waiver of Default.  So long as the Bank is not in default of its obligations under the Letter of Credit and the Letter of Credit is in full force and effect, the

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Bank may waive an Event of Default, except an Event of Default described in Section 8.01(h) hereof, and if the Bank does so, the Trustee must also waive such Event of Default.  The Trustee may not waive an Event of Default under this Indenture if the Letter of Credit has not been reinstated to cover principal and interest on the Bonds in accordance with the terms of the Letter of Credit.  Any such waiver by the Bank and reinstatement must be made in writing by the Bank and delivered to the Trustee.

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ARTICLE IX

THE TRUSTEE; THE TENDER AGENT; AND THE PLACEMENT AND REMARKETING AGENT

SECTION 9.01.Duties, Immunities and Liabilities of Trustee.  (a) Prior to an Event of Default of which the Trustee has been notified, is deemed to have notice or has actual knowledge and after the curing of all Events of Default which may have occurred, the Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Indenture.  Following the occurrence of an Event of Default and until such Event of Default has been cured, the Trustee shall exercise those rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b)The Authority shall remove the Trustee if at any time the Authority is requested to do so by an instrument or concurrent instruments in writing signed by the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding (or their attorneys duly authorized in writing), or if the Trustee shall become incapable of acting or shall be adjudged bankrupt or insolvent, or if a receiver of the Trustee or its property shall be appointed, or if any public officer shall take control or charge of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, in each case by giving written notice of such removal to the Trustee.  Thereupon the Authority shall appoint, at the direction of the Company or with the consent of the Company and, in either case, with the consent of the Bank, a successor Trustee by an instrument in writing.

(c)The Trustee may at any time resign by giving written notice of resignation to the Authority and the Bank and by giving the Bondholders notice of such resignation by mail at the addresses shown on the Bond Register.  Upon receiving notice of resignation from the Trustee, the Authority shall promptly appoint, with the consent of the Bank and the Company, a successor Trustee by an instrument in writing.

(d)Any removal or resignation of the Trustee shall become effective only upon appointment and acceptance of appointment by a successor trustee and transfer of the Letter of Credit to such successor trustee.  If no successor Trustee shall have been appointed and accepted appointment within forty-five (45) days following notice of resignation or removal of the Trustee as aforesaid, the Trustee (in the case of its resignation), or the Authority (in the case of the Trustee’s removal), or any Bondholder (on behalf of himself and all other Bondholders) may petition any court of competent jurisdiction for the appointment of a successor Trustee.  Any successor Trustee appointed under this Indenture shall signify its acceptance of such appointment by executing and delivering to the Authority and to the predecessor Trustee a written acceptance thereof, and thereupon such successor Trustee, without any further act, deed or conveyance, shall become vested with all the money, estates, properties, rights, powers, trusts, duties and obligations of such predecessor Trustee, with like effect as if originally named Trustee herein.  Nevertheless, at the request of the Authority or of the successor Trustee, the Trustee that has resigned or been removed shall execute and deliver any and all instruments of conveyance or further assurance and do such other things as may reasonably be required for more fully and certainly vesting in and confirming to such successor Trustee all the right, title and interest of

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such predecessor Trustee in and to any property held by it under this Indenture and effecting a transfer of the Letter of Credit to such successor Trustee and shall pay over, transfer, assign and deliver to the successor Trustee any money or other property subject to the trusts and conditions herein set forth.  Upon request of the successor Trustee, the Authority shall execute and deliver any and all instruments as may be reasonably required for more fully and certainly vesting in and confirming to such successor Trustee all such money, estates, properties, rights, powers, trusts, duties and obligations, including a transfer of the Letter of Credit to such successor Trustee.  Notice of the appointment of a successor Trustee and of such successor Trustee’s acceptance of appointment shall be given by the Authority to each Rating Agency and to the Bondholders by first class mail.  If the Authority fails to mail such notice within fifteen (15) days following the successor Trustee’s acceptance of appointment and the transfer of the Letter of Credit to the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Company.

(e)Any successor Trustee (i) shall be a trust company or bank having corporate trust powers duly authorized to accept trusts of the character herein described, (ii) shall have a corporate trust office in the Commonwealth or shall otherwise be authorized by laws of the Commonwealth to accept and perform trusts of the character herein described, (iii) shall have combined capital and surplus of at least Fifty Million Dollars ($50,000,000), and (iv) shall be subject to supervision or examination by federal or state authorities.  If such bank or trust company publishes a report of condition at least annually, pursuant to law or the requirements of any federal or state supervising or examining authority, then for the purpose of this subsection the combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

SECTION 9.02.Merger or Consolidation.  Any corporation or national banking association into which the Trustee may be merged or converted or with which it may be consolidated or any corporation or national banking association resulting from any merger, conversion or consolidation to which it shall be a party or any corporation or national banking association to which the Trustee may sell or transfer all or substantially all of its corporate trust business, provided such corporation or national banking association shall be eligible under Section 9.01(E), shall be the successor to such Trustee without the execution or filing of any paper or any further act, anything herein to the contrary notwithstanding.

SECTION 9.03.Liability of Trustee.  (a) The recitals of facts herein and in the Bonds contained shall be taken as statements of the Authority, and the Trustee shall assume no responsibility for the correctness of the same, or make any representations as to the validity or sufficiency of this Indenture or of the Bonds or shall incur any responsibility in respect thereof, other than in connection with the duties or obligations herein or in the Bonds assigned to or imposed upon it.  The Trustee shall, however, be responsible for its representations contained in its certificate of authentication on the Bonds.  The Trustee shall not be liable in connection with the performance of its duties hereunder, except for its own gross negligence or willful misconduct.  The Trustee may become the owner of Bonds with the same rights it would have if it were not Trustee and, to the extent permitted by law, may act as depositary for and permit any of their officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Bondholders, whether or not such committee shall represent the Owners of a majority in principal amount of the Bonds then Outstanding.

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(b)The Trustee shall not be liable for any error of judgment made in good faith by a responsible officer, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts.

(c)The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Owners of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture.

(d)The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture (other than the making of a draw under the Letter of Credit in accordance with its terms and the terms of this Indenture, declaring the principal of the Bonds to be immediately due and payable when required hereunder or making payments on the Bonds when due) at the request, order or direction of any of the Bondholders pursuant to the provisions of this Indenture unless such Bondholders shall have offered to the Trustee indemnification to its satisfaction for indemnity against the costs, expenses and liabilities which may be incurred therein or thereby.

(e)The Trustee shall not be liable for any action taken by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.

SECTION 9.04.Right of Trustee to Rely on Documents.  The Trustee may conclusively rely upon, and shall be protected in acting upon, any notice, resolution, request, consent, order, certificate, report, opinion, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.  The Trustee may consult with counsel, who may be counsel of or to the Authority, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith.

The Trustee shall not be bound to recognize any person as the Owner of a Bond unless and until such Bond is submitted for inspection, if required, and his title thereto is satisfactorily established, if disputed.

Whenever in the administration of the trusts imposed upon it by this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a Certificate of the Authority, and such Certificate shall be full warrant to the Trustee for any action taken or suffered in good faith under the provisions of this Indenture in reliance upon such Certificate, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as it may deem reasonable.

SECTION 9.05.Preservation and Inspection of Documents.

(A)All documents received by the Trustee under the provisions of this Indenture shall be retained in its possession and shall be subject during normal business hours of

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the Trustee to the inspection of the Authority and any Bondholder, and their agents and representatives duly authorized in writing, at reasonable hours and under reasonable conditions.

(B)The Trustee covenants and agrees that it shall maintain a current list of the names and addresses of all the Bondholders.

SECTION 9.06.Compensation.  The Trustee shall be paid (solely from Additional Payments) from time to time reasonable compensation for all services rendered under this Indenture, and also all reasonable expenses, charges, legal and consulting fees and other disbursements and those of its attorneys, agents and employees, incurred in and about the performance of its powers and duties under this Indenture.

SECTION 9.07.The Tender Agent.  Dauphin Deposit Bank and Trust Company, the initial Tender Agent appointed by the Company, and each successor tender agent appointed in accordance herewith, shall designate its office and signify its acceptance of the duties and obligations imposed upon it as described herein by a written instrument of acceptance delivered to the Trustee and the Company under which the Tender Agent shall, among other things:

(a)hold all Bonds delivered to it hereunder in trust for the benefit of the respective owners of Bonds which shall have so delivered such Bonds until money representing the Purchase Price of such Bond shall have been delivered to or for the account of or to the order of such Owners of Bonds.  Upon delivery of money representing the Purchase Price of such Bonds to or for the account of or to the order of such Owners of Bonds, the Tender Agent shall hold all such Bonds which are required to be delivered to the Pledged Bonds Custodian pursuant to Section 5.06(b) of this Indenture, as the agent of the Bank for the purpose of perfecting the Bank’s security interest therein under the Pledge Agreement (which agency shall terminate upon delivery of such Bonds by the Tender Agent to or upon the order of the Bank in accordance with such Section 5.06(b));and

(b)hold all money delivered to it hereunder and under the Tender Agent Agreement for the purchase of such Bonds in a separate account in trust for the benefit of the person or entity which shall have so delivered such money until required to transfer such funds as provided herein.

SECTION 9.08.Removal or Resignation of Tender Agent; Qualification of Successors.  The Tender Agent may at any time resign and be discharged of its duties and obligations by giving at least sixty (60) days’ written notice to the Authority, the Trustee, the Placement and Remarketing Agent, the Bank and the Company; provided that such resignation shall not take effect until the appointment of a successor Tender Agent and such successor’s acceptance of such appointment in accordance with the provisions of this Indenture.  With the prior written approval of the Bank, the Tender Agent may be removed by the Company at any time, upon written notice to the Authority, the Trustee and the Placement and Remarketing Agent.

The Company, with the prior written consent of the Bank, may appoint a successor Tender Agent.  Any successor Tender Agent (i) shall be a bank or trust company, duly

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organized under the laws of the United States of America or any state or territory thereof, having a combined capital stock, surplus and undivided profits of at least Fifty Million Dollars ($50,000,000) or a wholly-owned subsidiary of such a bank or trust company, and (ii) shall be authorized by law to perform all duties imposed upon it by this Indenture.

Any removal or resignation of the Tender Agent shall become effective only upon appointment and acceptance of appointment by a successor Tender Agent and transfer of the Letters of Credit to such successor Tender Agent.  If no successor Tender Agent shall have been appointed and accepted appointment within forty-five (45) days following notice of resignation or removal of the Tender Agent as aforesaid, the Tender Agent (in the case of its resignation), or the Authority (in the case of the Tender Agent’s removal), or any Bondholder (on behalf of himself and all other Bondholders) may petition any court of competent jurisdiction for the appointment of a successor Tender Agent.  Any successor Tender Agent appointed under this Indenture shall signify its acceptance of such appointment by executing and delivering to the Authority and to the predecessor Tender Agent a written acceptance thereof, and thereupon such successor Tender Agent, without any further act, deed or conveyance, shall become vested with all the money, estates, properties, rights, powers, trusts, duties and obligations of such predecessor Tender Agent, with like effect as if originally named Tender Agent herein.  Nevertheless, at the request of the Authority or of the successor Tender Agent, the Tender Agent that has resigned or been removed shall execute and deliver any and all instruments of conveyance or further assurance and do such other things as may reasonably be required for more fully and certainly vesting in and confirming to such successor Tender Agent all the right, title and interest of such predecessor Tender Agent in and to any property held by it under this Indenture and effecting a transfer of the Letters of Credit to such successor Tender Agent and shall pay over, transfer, assign and deliver to the successor Tender Agent any money or other property subject to the trusts and conditions herein set forth.  Upon request of the successor Tender Agent, the Authority shall execute and deliver any and all instruments as may be reasonably required for more fully and certainly vesting in and confirming to such successor Tender Agent all such money, estates, properties, rights, powers, trusts, duties and obligations, including a transfer of the Letters of Credit to such successor Tender Agent.  Notice of the appointment of a successor Tender Agent and of such successor Tender Agent’s acceptance of appointment shall be given by the Authority to the Rating Agency and to the Bondholders by first class mail.  If the Authority fails to mail such notice within fifteen (15) days following the successor Tender Agent’s acceptance of appointment and the transfer of the Letters of Credit to the successor Tender Agent, the successor Tender Agent shall cause such notice to be mailed at the expense of the Company.

Notice of the appointment of a successor Tender Agent and of such successor Tender Agent’s acceptance of appointment shall be given by the Company to each Rating Agency and to the Bondholders by first class mail.  If the Company fails to mail such notice within fifteen (15) days following the successor Tender Agent’s acceptance of appointment, the successor Tender Agent shall cause such notice to be mailed at the expense of the Company.

Upon the effectiveness of any resignation or removal of the Tender Agent, the Tender Agent resigning or being removed shall deliver any Bonds and money held by it in such capacity to the successor Tender Agent.

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SECTION 9.09.Qualifications of Placement and Remarketing Agent; Resignation; Removal.  The Placement and Remarketing Agent shall be a financial institution or registered broker/dealer authorized by law to perform all of the duties imposed upon it by this Indenture.  The Placement and Remarketing Agent may at any time resign and be discharged of its duties and obligations created by this Indenture by giving at least thirty (30) days’ notice to the Authority, the Company and the Trustee.  The Placement and Remarketing Agent may be removed by the Company at any time, upon not less than thirty (30) days’ written notice filed with the Placement and Remarketing Agent, the Authority and the Trustee.  Upon the resignation or removal of the Placement and Remarketing Agent, the Company shall appoint a successor Placement and Remarketing Agent and shall provide written notice thereof to the Authority and the Trustee.  No resignation or removal of the Placement and Remarketing Agent shall become effective until a successor Placement and Remarketing Agent is appointed and accepts such appointment.

SECTION 9.10.Construction of Ambiguous Provisions.  The Trustee may construe any provision of this Indenture insofar as such may appear to be ambiguous or inconsistent with any other provision of this Indenture; and any construction of any such provision by the Trustee in good faith shall be binding upon the Owners of the Bonds.

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ARTICLE X

MODIFICATION OR AMENDMENT OF THIS INDENTURE

SECTION 10.01.Amendments Permitted.  This Indenture and the rights and obligations of the Authority, the Trustee and the Owners of the Bonds hereunder may be modified or amended from time to time and at any time for any lawful purpose, by an indenture or indentures supplemental hereto, which the Authority and the Trustee may enter into without the consent of any Bondholder but with the prior written consent of the Company and the Bank (as long as the Bank is not in default under the Letter of Credit); provided, however, that the consent of the Bank shall not be required in connection with the execution and delivery of any Supplemental Indenture to become effective only upon delivery and acceptance by the Trustee of a Substitute Letter of Credit.

The foregoing to the contrary notwithstanding, no such modification or amendment shall, without the consent of the Company and the Owners of all Bonds then Outstanding, (i) extend the maturity date of any Bond, (ii) reduce the amount of principal thereof, (iii) extend the time of payment or change the method of computing the rate of interest thereon, without the consent of the Owner of each Bond so affected, or eliminate the Owners’ rights to tender the Bonds, (iv) extend the due date for the purchase of Bonds tendered by the Owners thereof, or (v) reduce the Purchase Price of such Bonds; provided, however, that no consent of the Holders of the Bonds then Outstanding shall be required for any modification or amendment to this Indenture which is to become effective only following a mandatory tender of all Bonds for purchase in connection with the exercise of the Conversion Option.  It shall not be necessary for the consent of the Bondholders to approve the particular form of any Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Promptly after the execution by the Authority and the Trustee of any Supplemental Indenture pursuant to this Section 10.01, the Trustee shall mail a notice, setting forth in general terms the substance of such Supplemental Indenture, to each Rating Agency and to the Owners of the Bonds at the addresses of such Owners shown on the Bond Register.  Any failure to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Indenture.

SECTION 10.02.Effect of Supplemental Indenture.  Upon the execution of any Supplemental Indenture pursuant to this Article, this Indenture shall be deemed to be modified and amended in accordance therewith, and the respective rights, duties and obligations under this Indenture of the Authority, the Trustee and all Owners of Bonds Outstanding shall thereafter be determined, exercised and enforced subject in all respects to such modification and amendment, and all the terms and conditions of any such Supplemental Indenture shall be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

SECTION 10.03.Trustee Authorized to Join in Amendments and Supplements; Reliance on Counsel.  The Trustee is authorized to join with the Authority in the execution and delivery of any supplemental indenture or amendment permitted by this Article X and in so doing shall be fully protected by an Opinion of Counsel that such supplemental

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indenture or amendment is so permitted and has been duly authorized by the Authority and that all things necessary to make it a valid and binding agreement have been done.

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ARTICLE XI

DEFEASANCE

SECTION 11.01.Defeasance.  When the principal of, and premium (if any) and interest on, all Bonds issued hereunder have been paid, or provision has been made for payment of the same and any Purchase Price which may become payable pursuant to Article V, together with the compensation and expenses of the Trustee and all other sums payable hereunder by the Authority or the Company, the right, title and interest of the Trustee in and to the Trust Estate shall thereupon cease and the Trustee, on demand of the Authority or the Company, shall release this Indenture and shall execute such documents to evidence such release as may be reasonably required by the Authority or the Company and shall turn over to the Company or to such person, body or authority as may be entitled to receive the same all balances then held by it hereunder not required for the payment of the Bonds and such other sums and shall surrender the Letter of Credit to the Bank; provided that (a) any proceeds of the Letter of Credit not required for payment of the Bonds shall be turned over to the Bank and (b) in the event there has been a drawing under the Letter of Credit for which the Bank has not been fully reimbursed pursuant to the Letter of Credit Agreement or any other obligations are then due and owing to the Bank under the Letter of Credit Agreement, the Trustee shall assign and turn over to the Bank, as successor, subrogee or otherwise, all of the Trustee’s right, title and interest under this Indenture, all balances held hereunder (excluding the Rebate Fund) not required for the payment of the Bonds and such other sums and the Trustee’s right, title and interest in, to and under the Loan Agreement and any other property comprising the Trust Estate.  If payment or provision therefor is made with respect to less than all of the Bonds, the particular Bonds (or portions thereof) for which provision for payment shall have been considered made shall be selected by lot or by such other method as the Trustee deems fair and appropriate, and thereupon the Trustee shall take similar action for the release of this Indenture with respect to such Bonds.

SECTION 11.02.Provision for Payment.

(a)Provision for the payment of Bonds shall be deemed to have been made when the Trustee holds in the Bond Fund (1) cash in an amount sufficient to make all payments (including principal, premium, if any, interest and Purchase Price payments, if any) specified in Section 11.01 with respect to such Bonds, or (2) Government Obligations maturing on or before the date or dates when the payments specified above shall become due, the principal amount of which and the interest thereon, when due, is or will be, in the aggregate, sufficient without reinvestment to make all such payments, or (3) any combination of cash and Government Obligations the amounts of which and interest thereon, when due, are or will be, in the aggregate, sufficient without reinvestment to make all such payments; provided that (i) such amount on deposit shall be deemed sufficient only if (A) while the Bonds bear interest at a Floating Rate, it provides for payment of interest at the Maximum Rate and the Authority shall have surrendered any power hereunder to thereafter change the Maximum Rate, or (B) while the Bonds bear interest at a Fixed Rate, it provides for payment of interest at such Fixed Rate, (ii) the Bond Trustee shall have received an Opinion of Bond Counsel to the effect that a deposit of obligations described in clause (2) or (3) above will not adversely affect the exclusion from gross income for federal income tax purposes of the interest on any of the Bonds or cause any of the Bonds to be classified as “arbitrage bonds” within the meaning of Section 148 of the Code, (iii)

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the Trustee shall have received written notice from each Rating Agency that such provision for payment of the Bonds will result in a rating on the Bonds equal to or higher than the then current rating (if the Bonds are then rated); and (iv) provision for payment of Bonds shall be deemed to be made only if (A) the Trustee holds in the Bond Fund cash constituting Available Moneys or such obligations purchased with Available Moneys for payment of such Bonds in amounts sufficient to make all payments specified above with respect to such Bonds, as verified by an accountant’s certification in form and by an accountant acceptable to the Trustee and the Rating Agency (if the Bonds are then rated), and (B) in the case of Floating Rate Bonds, the Bonds have been called for redemption on a date not more than 90 days from the date provision for payment is being made pursuant to this Section and, in determining the sufficiency of amounts held to make payments with respect to the Bonds, there shall be excluded any and all interest expected to be earned on obligations held by the Trustee.

(b)Neither the moneys nor the obligations deposited with the Trustee pursuant to this Article shall be withdrawn or used for any purpose other than, and such obligations and moneys shall be segregated and held in trust for, the payment of the principal or redemption price of, premium, if any, on and interest on, the Bonds (or portions thereof), or for the payment of the Purchase Price of such Bonds in accordance with Article V. While the Bonds are Floating Rate Bonds, such money, if not then needed for such purpose, shall, but only to the extent practicable, be invested and reinvested in Government Obligations maturing on or prior to the earlier of (i) the date moneys may be required for the purchase of Bonds pursuant to Article V and (ii) the Interest Payment Date next succeeding the date of investment or reinvestment.

(c)Whenever moneys or obligations shall be deposited with the Trustee for the payment or redemption of Bonds more than 60 days prior to the date that such Bonds are to mature or be redeemed, the Trustee shall mail a notice to the Holders of Bonds for the payment of which such money or obligations are being held at their registered addresses stating that such money or obligations have been deposited.  Such notice shall also be sent by the Trustee to each Rating Agency.  Notwithstanding the foregoing, no delivery to the Trustee under this Section shall be deemed a payment of any Bonds which are to be redeemed prior to their stated maturity until such Bonds shall have been irrevocably called or designated for redemption en a date thereafter on which such Bonds may be redeemed in accordance with the provisions of this Indenture and proper notice of such redemption shall have been given in accordance with Article IV or the Authority shall have given the Bond Trustee, in form satisfactory to the Bond Trustee,: irrevocable instructions to give, in the manner and at the times prescribed by Article IV, notice of redemption.

SECTION 11.03.Deposit of Funds for Payment of Bonds.  If the principal or Purchase Price of any Bonds becoming due, either at maturity or by call for redemption or tender or otherwise, together with the premium (if any) thereon and all interest accruing thereon to the due date, has been paid or provision therefor made in accordance with Section 11.02, all interest on such Bonds shall cease to accrue on the due date and all liability of the Authority with respect to such Bonds shall likewise cease, except as hereinafter provided.  Thereafter, (a) any surplus balance held by the Trustee with respect to such Bonds over the principal of, premium (if any) on and actual interest accrued on such Bonds shall be paid to the Bank as a return of excess funds drawn under the Letter of Credit (or, if each Rating Agency shall have confirmed its rating of the Bonds in connection with the provision for payment of the Bonds, such surplus shall be paid as

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may otherwise be approved by the Rating Agency in connection with such confirmation) and (b) the Holders of such Bonds shall be restricted exclusively to the funds so deposited for any claim of whatsoever nature with respect to such Bonds, and the Trustee shall hold such funds in trust for such Holders uninvested and without liability for interest thereon.  Moneys so deposited with the Trustee which remain unclaimed five years after the date payment thereof becomes due shall, at the request of the Company (or the Bank) and if neither the Authority nor the Company is at the time to the knowledge of the Trustee in default with respect to any covenant contained in the Indenture, the Bonds or the Loan Agreement, be paid to the Company (or to the Bank, as provided in Section 11.01 with respect to surplus balances), and the Holders of the Bonds for which the deposit was made shall thereafter be limited to a claim against the Company; provided that the Trustee, before making payment to the Company, may, at the expense of the Company, cause a notice to be given to the Holders at their registered addresses, stating that the moneys remaining unclaimed will be returned to the Company after a specified date.

SECTION 11.04.Survival of Certain Provisions.  Notwithstanding the foregoing, any provisions of this Indenture which relate to the maturity of Bonds, interest payments and dates thereof, optional and mandatory redemption provisions, credit against mandatory sinking fund requirements, exchange, transfer and registration of Bonds, replacement of mutilated, lost, wrongfully taken or destroyed Bonds, safekeeping and cancellation of Bonds, nonpresentment of Bonds, holding of moneys in trust, payment of moneys to the Company and the Bank, the rebate of moneys to the United States in accordance with Section 148(f) of the Code, and the duties of the Trustee in connection with all of the foregoing, shall remain in effect and be binding upon the Trustee and the Holders notwithstanding the release and discharge of this Indenture.  The provisions of this Article shall survive the release, discharge and satisfaction of this Indenture.

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ARTICLE XII

MISCELLANEOUS

SECTION 12.01.Liability of Authority Limited to Revenues.  Notwithstanding anything to the contrary contained in this Indenture or in the Bonds, the Authority shall not be required to advance or pay any money derived from any source other than the Revenues and other assets pledged under this Indenture for any of the purposes in this Indenture mentioned, whether for the payment of the principal of or interest on the Bonds or for any other purpose of this Indenture.  Notwithstanding any provisions of this Indenture to the contrary, no recourse under or upon any obligation, covenant or agreement contained herein or in any Bond shall be had against the Authority, it being expressly agreed and understood that the obligations of the Authority hereunder, and under the Bonds and elsewhere, are solely corporate obligations of the Authority and shall be enforceable only out of the Authority’s interest in this Indenture and the Loan Agreement and there shall be no other recourse against the Authority or any property now or hereafter owned by it and after entry of judgment against the Authority by virtue of the power herein contained, the Trustee shall mark the judgment index to the effect that the judgment is limited as aforesaid.

SECTION 12.02.Limitation of Liability of Directors, Etc. of Authority.  No covenant, agreement, provision or obligation contained herein shall be deemed to be a covenant, agreement or obligation of any present or future director, commissioner, officer, employee, member, solicitor, or agent of the Authority in his individual capacity, and neither the members of the Authority nor any officer or solicitor thereof shall be liable personally on this Indenture or any of the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof or this Indenture.  No director, commissioner, officer, employee, member, solicitor, or agent of the Authority shall incur any personal liability with respect to any other action taken by him pursuant to this Indenture or the Act.  Notwithstanding anything herein to the contrary, no provision, covenant or agreement contained in this Indenture or in the Bonds or any obligations herein or therein imposed upon the Authority or the breach thereof, shall constitute or give rise to or impose upon the Authority a pecuniary liability or a charge upon its general credit.  In making the agreements, provisions and covenants set forth in this Indenture, the Authority has not obligated itself except with respect to its rights and interest in the Loan Agreement, as hereinabove provided.  The issuance of the Bonds under this Indenture shall not be considered a misfeasance in office.  The liability of the Authority, including its officers, solicitor, members, and employees under any and ail of the documentation executed in connection with the issuance of the Bonds shall not constitute its general obligation and recourse against the Authority on the documentation executed in connection with the issuance of the Bonds shall be had only against the property specifically pledged as security therefor and any rents, issues and profits thereof.  It is expressly understood that the Authority shall not otherwise be obligated and that none of its members, solicitor, officers or employees shall be in any way obligated for any costs, expenses, fees, or other obligations or liabilities incurred or imposed in connection with the issuance of the Bonds, whether incurred prior to or after closing, and that recourse against the Authority and its members, solicitor, officers or employees, shall be limited as set forth herein.

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SECTION 12.03.Covenant Not to Sue.  The forms of Bonds provide that the Owners of the Bonds agree not to sue the Authority or any of its board members, officers, agents or employees, past, present or future except as provided herein and in the Loan Agreement as a condition of, and in consideration for, the issuance of the Bonds; accordingly, the Trustee shall not be permitted to sue the Authority on behalf of the Owners of the Bonds other than as provided herein.

SECTION 12.04.Successor is Deemed Included in All References to Predecessor.  Whenever in this Indenture either the Authority or the Trustee is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Indenture contained by or on behalf of the Authority or the Trustee shall bind and inure to the benefit of the respective successors and assigns thereof, whether so expressed or not.

SECTION 12.05.Limitation of Rights to Parties, Bank, Company and Bondholders.  Nothing in this Indenture or in the Bonds, express or implied, is intended or shall be construed to give to any person other than the Authority, the Trustee, the Bank, the Company and the Owners of the Bonds any legal or equitable right, remedy or claim under or in respect of this Indenture or any covenant, condition or provision therein or herein contained; and all such covenants, conditions and provisions are and shall be held to be for the sole and exclusive benefit of the Authority, the Trustee, the Bank, the Company and the Owners of the Bonds.

SECTION 12.06.Waiver of Notice.  Whenever in this Indenture the giving of notice by mail or otherwise is required, the giving of such notice may be waived in writing by the person entitled to receive such notice and in any case the giving or receipt of such notice shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

SECTION 12.07.Severability of Invalid Provisions.  If any one or more of the provisions contained in this Indenture or in the Bonds shall for any reason be held to be invalid, illegal or unenforceable in any respect, then such provision or provisions shall be deemed several from the remaining provisions contained in this Indenture and such invalidity, illegality or unenforceability shall not affect any other provision of this Indenture, and this Indenture shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein.  The Authority hereby declares that it would have entered into this Indenture and each and every other Section, paragraph, sentence, clause or phrase of this Indenture and authorized the issuance of the Bonds pursuant thereto irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses or phrases of this Indenture may be held illegal, invalid or unenforceable.

SECTION 12.08.Notices.  Unless otherwise specified, all notices to Bondholders may be given by certified or registered United States mail, commercial overnight delivery service, telex or telegram sent to the addresses of such Bondholders as shown on the Bond Register, or may be given by telephone, telecopier or other telecommunication device and subsequently confirmed promptly in writing.

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Unless otherwise specified in this Indenture or in the Bonds, all Bonds to be presented or surrendered to the Trustee for purposes of payment, exchange or transfer of ownership, and all documents required by this Indenture to accompany the Bonds so presented or surrendered, shall be delivered to the Trustee at its Designated Office, which is located at the following address:

Dauphin Deposit Bank and Trust Company
213 Market Street
Harrisburg, Pennsylvania 17101
Attention: Corporate Trust Services

Unless otherwise specified in this Indenture or in the Bonds, all Bonds to be tendered to the Tender Agent for purposes of purchase, and all documents required by this Indenture to accompany the Bonds so tendered, shall be delivered to the Tender Agent at its Delivery Office, which is located at the following address:

Dauphin Deposit Bank and Trust Company
213 Market Street
Harrisburg, Pennsylvania 17101
Attention: Corporate Trust Services

Unless otherwise specified in this Indenture or in the Bonds, all notices, demands, requests and other documents or instruments required to be given or sent to the following parties (other than Bonds to be presented, surrendered or tendered for payment, exchange, transfer of ownership or purchase) shall be sent by United States first class mail, postage prepaid, or by commercial overnight delivery service, telex or telegram, addressed as follows (and shall be deemed sufficiently given upon the deposit thereof, postage prepaid, in the United States mail, if sent by mail):

To the Trustee:

Dauphin Deposit Bank and Trust Company
213 Market Street
Harrisburg, Pennsylvania 17101
Attention: Corporate Trust Services

To the Authority:

Berks County Industrial Development Authority
633 Court Street- 14th Floor
Reading, Pennsylvania 19601

with a copy to:

Joseph E. DeSantis, Esquire
DeSantis, DeSantis & Essig
708 Centre Avenue
Reading, PA 19601

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(or such other address as may have been filed in writing by the Authority with the Trustee),

To the Company:

Stabler Companies Inc.
635 Lucknow Road
Harrisburg, PA 17110
Attn: Mr. Doug Danko

(or such other address as may have been filed in writing by the Company with the Trustee),

To the Placement and Remarketing Agent:

The First National Bank of Maryland
25 South Charles Street
MC 101-346
Baltimore, Maryland 21201
Attn: Capital Markets Division

(or such other address as may have been filed in writing by the Placement and Remarketing Agent with the Trustee),

To the Placement and Remarketing Agent:

The First National Bank of Maryland
25 South Charles Street
MC 101-346
Baltimore, Maryland 21201
Attn: Capital Markets Division

(or such other address as may have been filed in writing by the Placement and Remarketing Agent with the Trustee),

To the Tender Agent:

Dauphin Deposit Bank and Trust Company
213 Market Street
Harrisburg, Pennsylvania 17101
Attention: Corporate Trust Department

(or such other address as may have been filed in writing by the Tender Agent with the Trustee),

To the Bank:

The First National Bank of Maryland
25 South Charles Street
MC 101-346
Baltimore, Maryland 21201

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(or such other address as may have been filed in writing by the Bank with the Trustee).

SECTION 12.09.Evidence of Rights of Bondholders.  Any request, consent or other instrument required or permitted by this Indenture to be signed and executed by Bondholders may be in any number of concurrent instruments of substantially similar tenor and shall be signed or executed by such Bondholders in person or by an agent or agents duly appointed in writing.  Proof of the execution of any such request, consent or other instrument or of a writing appointing any such agent, or of the holding by any person of Bonds transferable by delivery, shall be sufficient for any purpose of this Indenture and shall be conclusive in favor of the Trustee and of the Authority if made in the manner provided in this Section.

The fact and date of the execution by any person of any such request, consent or other instrument or writing may be proved by the certificate of any notary public or other officer of any jurisdiction, authorized by the laws thereof to take acknowledgments of deeds, certifying that the person signing such request, consent or other instrument acknowledged to him the execution thereof, or by an affidavit of a witness of such execution duly sworn to before such notary public or other officer.

The ownership of Bonds shall be proved by the Bond Register.

Any request, consent or other instrument or writing of the Owner of any Bond shall bind every future Owner of the same Bond and the Owner of every Bond issued in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Trustee or the Authority in accordance therewith or in reliance thereon.

SECTION 12.10.Disqualified Bonds.  In determining whether the Owners of the requisite aggregate principal amount of Bonds have concurred in any demand, request, direction, consent or waiver under this Indenture, Bonds which are owned or held by or for the account of the Authority or the Company, or by any other obligor on the Bonds, or by any person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the Authority, the Company, or any other obligor on the Bonds, shall be disregarded and deemed not to be Outstanding for the purposes of this Indenture.

Bonds which are held by any pledgee (other than the Bank or the Pledged Bonds Custodian) shall also be disregarded and deemed not to be Outstanding for purposes of this Indenture, unless the pledgee shall establish to the satisfaction of the Trustee the pledgee’s right to vote such Bonds and that the pledgee is not a person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the Authority, the Company or any other obligor on the Bonds.  In case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee.

SECTION 12.11.Money Held for Particular Bonds.  The money held by the Trustee for the payment of the interest, principal or premium due on any date with respect to particular Bonds (or portions of Bonds in the case of registered Bonds redeemed in part only) shall, on and after such date and pending such payment, be set aside on its books and held uninvested in trust by it for the Owners of the Bonds entitled thereto, subject, however, to the provisions of Section 11.04 of this Indenture.

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SECTION 12.12.Funds.  Any fund required by this Indenture to be established and maintained by the Trustee may be established and maintained in the accounting records of the Trustee either as a fund or an account, and may, for the purposes of such records, any audits thereof and any reports or statements with respect thereto, be treated either as a fund or as an account, but all such records with respect to all such funds shall at all times be maintained in accordance with current industry standards, to the extent practicable, and with due regard for the requirements of Section 7.05 of this Indenture and for the protection of the security of the Bonds and the rights of every holder thereof.

SECTION 12.13.Payments Due on Days other than Business Days.  If a payment under this Indenture or with respect to Bonds is due on a date that is not a Business Day, then payment may be made on the next day that is a Business Day and no interest shall accrue for the intervening period.

SECTION 12.14.Execution in Several Counterparts.  This Indenture may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original; and all such counterparts, or as many of them as the Authority and the Trustee shall preserve undestroyed, shall together constitute but one and the same instrument.

SECTION 12.15.Notices to Rating Agency.  Written notice shall be provided by the Trustee to each Rating Agency at the time maintaining a credit rating with respect to the Bonds of (i) the appointment of any successor Trustee, Tender Agent, or Placement and Remarketing Agent, (ii) any Supplemental Indenture or any amendment to the Loan Agreement or the Letter of Credit, (iii) the expiration, termination, substitution or extension of the Letter of Credit, (iv) the payment of all Outstanding Bonds, (v) the conversion of the Bonds to the Fixed Rate, and (vi) any acceleration of the Bonds.

SECTION 12.16.Governing Law.  This Indenture shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to any conflict of laws provision thereof.

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IN WITNESS WHEREOF, BERKS COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY has caused this Indenture to be signed in its name by its (Vice) Chairman and its seal to be hereunto affixed and attested by its Secretary or Assistant Secretary, and DAUPHIN DEPOSIT BANK AND TRUST COMPANY has caused this Indenture to be signed in its name by its Authorized Officer and its corporate seal to be hereunto affixed and attested by its Authorized Signatory, all as of the day and year first above written.

ATTEST:	BERKS COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY
/s/	By:	/s/
Secretary		(Vice) Chairman
(SEAL)
ATTEST:	DAUPHIN DEPOSIT BANK AND TRUST COMPANY, as trustee
/s/	By:	/s/
Title:  Assistant Secretary		Title:	Assistant Vice President
			Corporate Trust Officer
(SEAL)

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EXHIBIT A

[FLOATING RATE FORM OF BOND]

Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”) to the Authority or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTP.  ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof.  Cede & Co., has an interest herein.

UNITED STATES OF AMERICA

No. VR-              COMMONWEALTH OF PENNSYLVANIA $                   

BERKS COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY

VARIABLE RATE DEMAND/FIXED RATE REVENUE BOND
(STABLER COMPANIES INC. PROJECT)
SERIES OF 1998

SERIES ISSUE DATE	MATURITY DATE	INTEREST RATE	CUSIP
September 25, 1998	October 1, 2013	Weekly Floating Rate

THIS BOND IS SUBJECT TO MANDATORY TENDER FOR PURCHASE AT THE TIME AND IN THE MANNER HEREINAFTER DESCRIBED, AND MUST BE SO TENDERED OR WILL BE DEEMED TO HAVE BEEN SO TENDERED UNDER CERTAIN CIRCUMSTANCES DESCRIBED HEREIN.

BERKS COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY (the “Authority”), an industrial and commercial development authority organized and existing under the Economic Development Financing Law (the “Act”), of the Commonwealth of Pennsylvania (the “Commonwealth”), for value received, promises to pay to the order of                                  , or registered assigns, on the Maturity Date stated above, upon surrender hereof, but only from the sources referred to herein, the principal sum of                                                     DOLLARS ($                                   ), unless this Variable Rate Demand/Fixed Rate Revenue Bond (Stabler Companies Inc. Project), Series of 1998 (the “Bond”), duly shall have been called for earlier redemption and payment of the redemption price shall have been made or provided for, and to pay, but only from the sources referred to herein, interest on said principal sum, at the rate or rates determined as provided in this Bond and in the Indenture (hereinafter defined), until the principal sum hereof is paid or provision for payment thereof has been made as provided in the Indenture.  Interest on this Bond is payable from the Interest Payment Date (herein defined) next preceding the date of registration and authentication of this Bond, unless: (a) this Bond is registered and authenticated as of an Interest Payment Date, in which event this Bond shall bear interest from such Interest Payment Date; or (b) this Bond is registered and authenticated after a Record Date (hereinafter defined) and before the next succeeding Interest Payment Date, in

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which event this Bond shall bear interest from such Interest Payment Date; or (c) this Bond is registered and authenticated on or prior to the Record Date (hereinafter defined) next preceding the first Interest Payment Date, in which event this Bond shall bear interest from the Series Issue Date set forth above; or (d) as shown by the records of the Trustee (hereinafter defined), interest on this Bond shall be in default, in which event this Bond shall bear interest from the date to which interest was last paid on this Bond.

The principal of this Bond, when due upon maturity or upon any earlier call for redemption, shall be payable at the Designated Office (hereinafter defined) of Dauphin Deposit Bank And Trust Company (together with its successors in the trust, the “Trustee”), as trustee under the Indenture (hereinafter defined), or at the duly designated office of any successor trustee under such Indenture.  As used herein, the phrase “Designated Office” shall mean the corporate trust office of the Trustee in Harrisburg, Pennsylvania, or any other office or offices of the Trustee designated by the Trustee may, from time to time, designated as the place at which Bonds may be presented for payment, registration of a transfer of ownership or exchange.  Payment of interest due on this Bond shall be made on each Interest Payment Date to the person in whose name ownership of this Bond is registered as of the close of business of the Trustee on the Business Day (as herein defined), preceding the applicable Interest Payment Date (the “Record Date”), by check mailed to the address of such registered owner as shown on the bond register maintained by the Trustee; provided, however, that interest shall be paid by wire transfer to an account of such registered owner in the United States, if such registered owner is the Bank or Depository Trust Company or its nominee or a successor securities depository (hereinafter defined) or if such registered owner is the owner of Bonds (hereinafter defined) in an aggregate principal amount of $1,000,000 or more and shall have made a written request for wire payment of interest to the Trustee at least fifteen (15) calendar days prior to the Interest Payment Date.  Any interest that is not timely paid or duly provided for shall cease to be payable to the person in whose name this Bond is registered as of the regular Record Date for the payment of such interest, and shall be payable to the person in whose name this Bond is registered at the close of business of the Trustee on a special record date for the payment of such overdue interest (the “Special Record Date”) established by notice mailed by the Trustee on behalf of the Authority to the registered owner of this Bond not less than fifteen (15) days preceding such Special Record Date and not less than twenty (20) days, but not more than thirty (30) days, prior to the date established by the Trustee for the payment of such overdue interest (the “Special Interest Payment Date”).  Such notice shall be mailed to the person in whose name this Bond is registered at the close of business of the Trustee on the fifth (5th) day preceding the date of mailing.

The principal of, premium, if any, and interest on this Bond shall be payable in lawful money of the United States of America and only from certain receipts, revenues and money of the Authority available for such purposes, all as provided and more fully set forth in a Trust Indenture, dated as of September 1, 1998 (the “Indenture”), duly executed and delivered by the Authority to the Trustee, as trustee.  This Bond is one of the series of $6,000,000 aggregate principal amount of revenue bonds of the Authority, known as “Variable Rate Demand/Fixed Rate Revenue Bonds (Stabler Companies Inc. Project), Series of 1998 (the “Bonds”), all issued under the Indenture and equally and ratably secured by the Indenture and by an assignment thereunder of all right, title and interest of the Authority in the Loan Agreement (hereinafter defined) and any sums (except certain amounts in respect of administrative expenses and

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indemnification of the Authority) payable thereunder by Stabler Companies Inc. (the “Company”), a corporation organized and existing under laws of the Commonwealth with its principal office in Harrisburg, Pennsylvania.  The Company and the Authority have entered into a Loan Agreement, dated as of September 1, 1998 (the “Loan Agreement”), under which the Authority has agreed to lend the proceeds of the Bonds to the Company to finance Costs of the Projects, as such terms are defined in the Indenture (the “Project”) and, in consideration thereof, the Company has agreed to make payments to the Authority in amounts and at times sufficient to meet all obligations of the Authority with respect to the Bonds.

The Company has caused an irrevocable direct pay letter of credit issued by The First National Bank of Maryland and dated the Series Issue Date set forth above to be delivered to the Trustee, pursuant to which the Trustee is authorized, subject to the terms and conditions thereof, to draw up to (a) an amount equal to the principal amount of the Bonds (i) to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to pay the portion of the Purchase Price (hereinafter defined) of Bonds tendered to the Tender Agent (hereinafter defined) corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ accrued interest on the Outstanding Bonds at twelve percent (12%) per annum (based on a year of 365 or 366 days, as appropriate, and the actual number of days elapsed).  Such irrevocable letter of credit and any substitute letter of credit delivered to the Trustee in accordance with the terms of the Indenture is herein called the “Letter of Credit.” As used herein, the term “Bank” shall mean The First National Bank of Maryland, in its capacity as issuer of such irrevocable letter of credit, or the bank or other institution issuing any such substitute letter of credit (the “Substitute Letter of Credit”).  The initial Letter of Credit expires on September 24, 2008, unless earlier terminated pursuant to its terms or extended.  As used herein, the phrase “Letter of Credit Termination Date” means the later of (i) that date upon which the Letter of Credit expires or terminates pursuant to its terms, or (ii) that date to which the expiration or termination of the Letter of Credit may be extended, from time to time, either by extension or renewal of the existing Letter of Credit or the issuance of a Substitute Letter of Credit.  Subject to the provisions of the Indenture, the Company may, but is not required to, cause the Letter of Credit to be extended or replaced with a Substitute Letter of Credit prior to the Letter of Credit Termination Date.  The Bank is under no obligation to extend or replace the Letter of Credit.  Unless the Letter of Credit is extended or replaced prior to the Letter of Credit Termination Date in accordance with the terms of the Indenture, the Bonds will become subject to mandatory redemption, as described below.  The Letter of Credit is being issued pursuant to a Letter of Credit Agreement (as the same may be amended or replaced, the “Letter of Credit Agreement”) between the Company and the Bank, under which the Company is obligated to reimburse the Bank for all drawings under the Letter of Credit.

Reference is made to the Indenture, an executed counterpart of which is on file at the corporate trust office of the Trustee located in Harrisburg, Pennsylvania, for a statement of the particular receipts, revenues, and money of the Authority pledged for payment of the principal of, premium, if any, and interest on the Bonds, the nature, extent and manner of enforcement of the security for the Bonds, the rights of holders of the Bonds and of the Trustee with respect to such security, and the terms and conditions upon which the Bonds are issued.

THE BONDS ARE SPECIAL, LIMITED OBLIGATIONS OF THE AUTHORITY PAYABLE SOLELY AND EXCLUSIVELY FROM THE PAYMENTS

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REQUIRED TO BE MADE BY THE COMPANY UNDER THE LOAN AGREEMENT AND FROM DRAWS ON THE LETTER OF CREDIT.  NO RECOURSE SHALL BE HAD FOR THE PAYMENT OF THE PRINCIPAL OF THIS BOND OR ANY INTEREST, PURCHASE PRICE OR REDEMPTION PRICE PAYABLE WITH RESPECT TO THIS BOND, OR ANY CLAIM BASED ON THIS BOND, THE INDENTURE OR THE LOAN AGREEMENT, AGAINST THE AUTHORITY OR ANY SUCCESSOR TO THE AUTHORITY, OR AGAINST ANY PRESENT, PAST OR FUTURE OFFICER, MEMBER, EMPLOYEE OR AGENT OF THE AUTHORITY OR ANY SUCCESSOR TO THE AUTHORITY, UNDER ANY CONSTITUTIONAL PROVISION, STATUTE OR RULE OF LAW, BY THE ENFORCEMENT OF ANY ASSESSMENT, BY ANY LEGAL OR EQUITABLE PROCEEDING, OR BY ANY OTHER MEANS, AND ALL SUCH LIABILITY OF THE AUTHORITY, ALL SUCH SUCCESSORS TO THE AUTHORITY AND ALL SUCH OFFICERS, MEMBERS, EMPLOYEES OR AGENTS IS RELEASED AS A CONDITION OF, AND IN CONSIDERATION FOR, THE ISSUANCE OF THIS BOND.  FURTHERMORE, IN CONSIDERATION OF THE ISSUANCE OF THIS BOND, THE HOLDER HEREOF COVENANTS NOT TO SUE THE AUTHORITY, ANY SUCCESSOR TO THE AUTHORITY OR ANY PAST, PRESENT OR FUTURE MEMBER, OFFICER, EMPLOYEE OR AGENT OF THE AUTHORITY OR ANY SUCH SUCCESSOR, EXCEPT AS EXPRESSLY PERMITTED IN THE INDENTURE AND THE LOAN AGREEMENT.  THE BONDS AND THE INTEREST THEREON ARE NOT, AND SHALL NOT BE, A DEBT OR LIABILITY OF THE COMMONWEALTH OF PENNSYLVANIA OR ANY POLITICAL SUBDIVISION THEREOF AND DO NOT AND SHALL NOT CREATE OR CONSTITUTE AN INDEBTEDNESS, LIABILITY OR OBLIGATION, LEGAL, MORAL OR OTHERWISE, OF THE COMMONWEALTH OF PENNSYLVANIA OR ANY POLITICAL SUBDIVISION THEREOF, AND THE AUTHORITY SHALL NOT INCUR ANY INDEBTEDNESS ON BEHALF OF OR IN ANY WAY OBLIGATE THE COMMONWEALTH OF PENNSYLVANIA OR ANY POLITICAL SUBDIVISION THEREOF.  NEITHER THE MEMBERS OF THE AUTHORITY NOR ANY PERSON EXECUTING THE BONDS SHALL BE LIABLE PERSONALLY ON THE BONDS BY REASON OF THE ISSUANCE THEREOF.  THE AUTHORITY IS A CONDUIT AUTHORITY AND HAS NO TAXING POWER.

THE AUTHORITY HAS NOT PARTICIPATED IN THE PREPARATION OF THE PLACEMENT MEMORANDUM PREPARED IN CONNECTION WITH THE SALE AND ISSUANCE OF THE BONDS AND NEITHER HAS NOR ASSUMES ANY RESPONSIBILITY AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION CONTAINED IN THE PLACEMENT MEMORANDUM, EXCEPT FOR INFORMATION UNDER THE SECTION ENTITLED “THE AUTHORITY.” THE AUTHORITY HAS LIKEWISE NOT PARTICIPATED IN THE OFFER, SALE OR DISTRIBUTION OF THE BONDS.

INTEREST ON BONDS

In General.  This Bond shall bear interest at a Floating Rate or a Fixed Rate, as specified above and described below.  Ail of the Bonds shall initially bear interest at a Floating Rate, subject to conversion on the Conversion Date (herein defined) to a Fixed Rate, as described

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herein.  The “Floating Rate” is an interest rate determined and adjusted weekly as described below.  A “Fixed Rate” is an interest rate for the Fixed Rate Period determined as described below.  All computations of interest at a Floating Rate shall be based on the actual number of days elapsed and a year of 365 or 366 days, as appropriate; and all computations of interest at the Fixed Rate shall be based on a 360-day year of twelve 30-day months.

The Floating Rate.  A Floating Rate shall be determined for each Weekly Period as described below.  No later than 9:30 a.m., New York City time, on each Wednesday or, if such Wednesday is not a Business Day, on the next succeeding Business Day (the “Determination Date”), The First National Bank of Maryland, Baltimore, Maryland, or its successor as remarketing agent for the Bonds under the Indenture (the “Remarketing Agent”), shall determine the Floating Rate for the Weekly Period commencing on such Determination Date (or, if such Determination Date is not a Wednesday, then on the immediately preceding Wednesday) as the minimum interest rate necessary, in its sole judgment, to sell the Bonds on the Determination Date (as herein defined) at a price equal to the principal amount thereof, exclusive of any accrued interest.  The Floating Rate shall be determined by the Remarketing Agent weekly and shall be effective on each Wednesday for the Weekly Period (as herein defined) beginning on such day, all as more fully set forth in the Indenture.  The determination of the Floating Rate shall be conclusive and binding upon the Owners of the Bonds, the Authority, the Trustee, the Remarketing Agent, the Company and the Bank (as those terms and phrases are defined herein) and no Owner of Bonds shall be given notice thereof, unless such Owner shall file with the Trustee a written request to receive notice of the Floating Rate so determined from time to time.  Anything herein to the contrary notwithstanding, the Floating Rate shall in no event exceed twelve percent (12%) per annum.  As used herein, “Weekly Period” means the seven-day period commencing on Wednesday and ending on and including Tuesday of the following calendar week, except that (i) the first Weekly Period shall commence on the Series Issue Date set forth above and end on and include the following Tuesday, and (ii) the last Weekly Period preceding a conversion of the interest rate on the Bonds from the Floating Rate to a Fixed Rate shall end on and include the last day prior to the Conversion Date (as defined below).

If for any reason the interest rate on the Bonds for any Weekly Period is not determined by the Remarketing Agent in accordance with the foregoing provisions or a court holds that the Floating Rate established in accordance with the foregoing provisions is invalid or unenforceable, the Floating Rate for the Bonds shall be (a) for the first Weekly Period in which the Floating Rate is not so determined by the Remarketing Agent or is so held invalid or unenforceable, a rate per annum equal to the Floating Rate that was applicable to the Bonds for the immediately preceding Weekly Period and (b) for each Weekly Period thereafter, a rate per annum equal to 85% of the interest rate per annum applicable to 30-day commercial paper having a rating of A-2/P-2, as reported in The Wall Street Journal on each Determination Date.

Conversion to Fixed Rate.  The Indenture provides that the Company shall have the option to direct that the interest rate on the Bonds be converted from the Floating Rate to the Fixed Rate on any Business Day selected for such purpose (the “Conversion Date”), upon satisfaction of certain terms and conditions set forth in the Indenture.  Notice of the exercise of such option shall be given, at the direction of the Company, by the Trustee to the Owners of the Bonds at least twenty (20) days but not more than thirty (30) days prior to the Conversion Date

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in accordance with the requirements of the Indenture.  If the Remarketing Agent has not presented to the Company firm commitments for the purchase of, and/or a firm agreement to underwrite the sale of, all of the Bonds on the Conversion Date by the close of business on the fifth (5th) Business Day prior to the proposed Conversion Date, the Company, at its option, may rescind its election to exercise the Conversion Option by delivering a written notice of rescission to the Trustee, the Tender Agent (as herein defined) and the Bank by the close of business of the Trustee on the fourth (4th) Business Day prior to the proposed Conversion Date.  Thereupon, the Company shall direct the Trustee to immediately notify the Owners of such rescission, and the Bonds shall continue to bear interest at the Floating Rate (at the rate in effect for the then current Weekly Period and, thereafter, at the Floating Rate established for each subsequent Weekly Period in accordance with the Indenture), until the Company shall elect to exercise the Conversion Option and establish a Conversion Date in accordance with the Indenture.

The Fixed Rate.  The “Fixed Rate” shall be the fixed annual interest rate on the Bonds, for the period beginning on the Conversion Date and running through the final maturity date of the Bonds, established by the Remarketing Agent as the rate that is necessary to enable the Remarketing Agent to receive commitments on or prior to the fifth (5th) Business Day preceding the Conversion Date to purchase the Bonds on the Conversion Date at a price of par, without discount or premium.

OPTIONAL AND MANDATORY TENDER FOR PURCHASE

Upon the terms and conditions set forth herein and in the Indenture, the Bonds shall be subject to optional and mandatory tender for purchase, at a purchase price equal to the principal amount thereof plus accrued interest (the “Purchase Price”), at the Delivery Office (hereinafter defined) of DAUPHIN DEPOSIT BANK AND TRUST COMPANY, as tender agent for the Bonds, or any successor in such capacity (the “Tender Agent”), as follows:

Demand Purchase Option.  While the Bonds bear interest at the Floating Rate, any Bond (or any portion of such Bond in an authorized denomination) shall be purchased on demand of the Owner thereof on any Business Day designated by such Owner in a Demand Purchase Notice (herein defined), at a price equal to 100% of the outstanding principal amount of such Bond, plus accrued and unpaid interest on such Bond to the date of purchase (the “Purchase Price”), provided that (a) the Owner of such Bond delivers to the Tender Agent, at the address set forth below, a written notice or demand (a “Demand Purchase Notice”) stating (i) the principal amount (or portion thereof) and number of the Bond to be purchased; and (ii) the date on which such Bond (or portion thereof) shall be purchased (the “Purchase Date”), which shall be a Business Day prior to the Conversion Date, but not earlier than the seventh (7th) day following the date of delivery of the Demand Purchase Notice to the Tender Agent; and (b) the Owner delivers such Bond, duly endorsed for transferor accompanied by a bond power endorsed in blank, to the Tender Agent at its Delivery Office not later than 10:00 a.m., New York City time, on the Purchase Date.  If, however, any Bond as to which the Owner has delivered a Demand Purchase Notice is remarketed to such Owner pursuant to the Remarketing Agreement (as defined in the Indenture), such Owner need not deliver such Bond to the Tender Agent as provided in (b) above and such Bond shall nonetheless be deemed to have been delivered to the Tender Agent, remarketed to the Owner and redelivered to such Owner for purposes of the Indenture.

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All Demand Purchase Notices, Bonds tendered for purchase and other instruments required to be delivered to the Tender Agent in connection with a tender of Bonds for purchase shall be delivered to DAUPHIN DEPOSIT BANK AND TRUST COMPANY, Corporate Trust Services, 213 Market Street, Harrisburg, Pennsylvania 17101, or, if applicable, to the designated office of any successor Tender Agent (the “Delivery Office”).

A Demand Purchase Notice shall be effective upon receipt, irrevocable, and binding on the Owner making such election and on any transferee of the subject Bond.  Each Demand Purchase Notice shall automatically constitute (i) an irrevocable offer to sell the Bond (or portion thereof) to which such notice relates on the specified Purchase Date at a price equal to the purchase price of such Bond (or portion thereof) described above, (ii) an irrevocable authorization and instruction to the Trustee to effect transfer of such Bond (or portion thereof) upon payment of such purchase price to the Trustee on the Purchase Date, (iii) with respect to a tender of a portion of a Bond, an irrevocable authorization and instruction to the Trustee to effect the exchange of such Bond, in part, for other Bonds in an aggregate principal amount equal to the retained portion, so as to facilitate the sale of the tendered portion of such Bond, and (iv) an acknowledgment that such Owner will have no further rights with respect to such Bond (or portion thereof) upon payment of the purchase price thereof to the Trustee on the Purchase Date, except for the right of such Owner to receive such purchase price upon surrender of such Bond, if held in certificated form, to the Trustee endorsed for transfer in blank and with guarantee of signature satisfactory to the Trustee and that after the Purchase Date such Owner will hold such Bond as agent for the Trustee.  If the Bond that is the subject of a Demand Purchase Notice is not then held in book-entry form and the Owner of such Bond fails to deliver such Bond to the Tender Agent at or before 10:00 a.m., New York City time, on the specified Purchase Date, then such undelivered Bond or portion thereof (the “Undelivered Bond”) shall be deemed to have been tendered for purchase to the Tender Agent and, to the extent that there shall be held by the Trustee or the Tender Agent on or before the applicable Purchase Date an amount sufficient to pay the Purchase Price thereof and available for such purpose pursuant to the Indenture, such Undelivered Bond shall on such Purchase Date cease to bear interest and no longer shall be considered to be Outstanding under the Indenture.  Money held by the Tender Agent or the Trustee for the purchase of such Undelivered Bond shall be held in a special separate trust account for the Owner of such Undelivered Bond and shall be held uninvested, and without liability for interest, pending delivery of such Undelivered Bonds to the Tender Agent.

Mandatory Purchase.  The Bonds are subject to mandatory tender for purchase to the Tender Agent on (a) the Conversion Date and (b) on the date of delivery of a Substitute Letter of Credit (as defined in the Indenture) to the Trustee (the “Substitution Date”), in each case at a purchase price equal to the principal amount thereof plus accrued interest.  Any of the Bonds not delivered to the Tender Agent at or before 10:00 a.m., New York City time, on the Conversion Date or the Substitution Date, as the case may be (“Undelivered Bonds”), for which there has been irrevocably deposited in trust with the Trustee or the Tender Agent an amount of money sufficient to pay the purchase price, shall be deemed to have been purchased at such purchase price and interest on such Undelivered Bonds shall cease to accrue as of such Conversion Date or Substitution Date, as the case may be.  Thereafter, the Owners of such Undelivered Bonds shall not be entitled to any payment other than payment of the purchase price for such Undelivered Bonds upon surrender thereof to the Tender Agent and such Undelivered Bonds shall no longer be outstanding and entitled to the benefits of the Indenture.

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BY ACCEPTANCE OF THIS BOND, THE HOLDER HEREOF AGREES THAT THIS BOND WILL BE PURCHASED, WHETHER OR NOT SURRENDERED, ON ANY PURCHASE DATE SPECIFIED BY THE HOLDER HEREOF IN THE EXERCISE OF THE DEMAND PURCHASE OPTION DESCRIBED ABOVE AND ON THE CONVERSION DATE OR SUBSTITUTION DATE, AS APPLICABLE, IN CONNECTION WITH ANY MANDATORY TENDER FOR PURCHASE.  IN SUCH EVENT, THE HOLDER OF THIS BOND SHALL NOT BE ENTITLED TO RECEIVE FURTHER INTEREST HEREON, SHALL HAVE NO FURTHER RIGHTS UNDER THIS BOND OR THE INDENTURE EXCEPT FOR PAYMENT OF THE PURCHASE PRICE HELD THEREFOR, AND, IF THIS BOND IS NOT SURRENDERED ON SUCH DATE, SHALL THEREAFTER HOLD THIS BOND AS AGENT FOR THE TENDER AGENT.

REDEMPTION PROVISIONS

Extraordinary Redemption, The Bonds are callable for redemption in the event (1) the Project Facilities (as defined in the Indenture) or any portion thereof is damaged or destroyed or taken in a condemnation proceeding or a deed of all or any part thereof is given in lieu of condemnation, as provided in Section 6.04 of the Loan Agreement, or (2) the Company shall exercise its option to cause the Bonds to be redeemed for any reason as provided in Section 9.02 of the Loan Agreement.  If called for redemption at any time pursuant to (1) or (2) above, the Bonds shall be subject to redemption by the Authority on any Interest Payment Date, in whole or in part, at a redemption price of one hundred percent (100%) of the principal amount thereof plus accrued interest to the redemption date.

Mandatory Redemption.  The Bonds are subject to mandatory redemption prior to maturity as follows:

(a) in whole, on the Interest Payment Date immediately preceding the Letter of Credit Termination Date (as herein defined), at a redemption price equal to one hundred percent (100%) of the principal amount thereof plus accrued interest to the redemption date, if the Trustee shall not have received on or before the fifteenth (15th) calendar day prior to such Interest Payment Date a written commitment from the Bank or a Substitute Bank (as that phrase is defined in the Indenture) to issue a Substitute Letter of Credit to be effective on or before the Interest Payment Date immediately preceding the Letter of Credit Termination Date;

(b) in whole or in part, on any Interest Payment Date, at a redemption price equal to one hundred percent (100%) of the principal amount thereof being redeemed plus accrued interest to the redemption date, if any proceeds of the sale of the Bonds remain on deposit in the Project Fund established under the Indenture upon completion of the Project, under the conditions specified in the Indenture;

(c) in whole, on the earliest practicable date selected by the Trustee, after consultation with the Company, following the occurrence of a Determination of Taxability, as defined in the Indenture, but in no event later than one hundred eighty (180) days following the occurrence of such Determination of Taxability, at a redemption price equal to one hundred percent (100%) of the principal amount thereof plus accrued interest to the redemption date.

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Optional Redemption  On or prior to the Conversion Date, the Bonds are subject to redemption by the Authority, at the option of the Company, at any time, subject to the notice provisions described below, in whole or in part, at the redemption price of 100% of the principal amount thereof being redeemed plus accrued interest to the redemption date.

Notice of Redemption: General Redemption Provisions  If any of the Bonds or portions thereof are called for redemption, notice of the call for redemption, identifying the Bonds or portions thereof to be redeemed, the date fixed for redemption and the redemption price (including the premium, if any), shall be given by the Trustee depositing a copy of the redemption notice in first-class mail at least thirty (30) days (ten (10) days, in the case of a mandatory redemption in connection with termination of the Letter of Credit), but not more than sixty (60) days prior to the date fixed for redemption to the Owner of each Bond to be redeemed in whole or in part at the address of such Owner as shown on the registration books maintained by the Trustee.  Any notice mailed as provided above shall be conclusively presumed to have been duly given, whether or not the Owner receives the notice.  No further interest shall accrue on the principal of any Bond called for redemption (or the applicable portion of a Bond called for redemption in part) after the redemption date if Available Money (as defined in the Indenture) sufficient for such redemption has been deposited with the Trustee.  Notwithstanding the foregoing, the notice requirements contained in the first sentence of this paragraph may be deemed satisfied with respect to a transferee of a Bond which has been purchased pursuant to the Demand Purchase Option under certain circumstances provided in Section 4.06 of the Indenture, after such Bond has previously been called for redemption, notwithstanding the failure to satisfy the notice requirements of the first sentence of this paragraph with respect to such transferee.

If less than all the Bonds are to redeemed on any particular date, the particular Bonds or portions thereof to be redeemed on such date shall be selected by the Trustee at random or in such other manner as the Trustee in its discretion shall deem fair and appropriate, subject, however, to the provisions of the Indenture with respect to Pledged Bonds (as that phrase is defined in the Indenture).

GENERAL PROVISIONS

As used herein, the phrase “Business Day” means a day which is not (i) a Saturday or Sunday, (ii) a legal holiday on which banking institutions in the city in which the Designated Office of the Trustee is located, the city in which the Delivery Office of the Tender Agent is located, or the city in which the principal office of the Bank is located, are authorized or required by law to close, or (iii) a day on which the New York Stock Exchange is closed; the phrase “Interest Payment Date” shall mean, prior to the Conversion Date, the first day of every calendar month, commencing November 2, 1998, or if such day is not a Business Day (as herein defined), the next succeeding Business Day, and from and after the Conversion Date, the first day of the sixth month following the Conversion Date and each anniversary thereof and first day of the twelfth month following the Conversion Date and each anniversary thereof, commencing on the first of such dates to occur following the Conversion Date; the phrase “Conversion Option” means the option granted to the Company under the Indenture to convert the interest rate on the Bonds from the Floating Rate to the Fixed Rate; and the phrase “Conversion Date” means the Business Day on which the interest rate on the Bonds is converted from the Floating Rate to the Fixed Rate, as determined in connection with the Company’s exercise of the Conversion

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Option.  Any other capitalized terms or phrases used in this Bond but not defined herein shall have the meanings ascribed thereto by the Indenture.

Prior to the Conversion Date, the Bonds are issuable as fully registered bonds, without coupons, in denominations of $100,000 principal amount or any integral multiple of $5,000 in excess thereof and may not be issued, exchanged or transferred except in such denominations.  From and after the Conversion Date, the Bonds are issuable as fully registered bonds, without coupons, in the denominations of $5,000 principal amount or any integral multiple thereof.

The Authority, the Tender Agent and the Trustee may deem and treat the person in whose name ownership of this Bond is registered on the records maintained by the Trustee for such purpose as the absolute owner hereof (whether or not this Bond shall be overdue) for all purposes, and neither the Authority, the Tender Agent nor the Trustee shall be bound by any notice or knowledge to the contrary.  A transfer of ownership of this Bond shall be registered on the records maintained by the Trustee upon presentation of this Bond by the registered owner hereof, in person or by his attorney duly authorized in writing, at the Designated Office of the Trustee, but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture.  Upon such transfer of ownership, a new Bond or Bonds will be issued in the name of the transferee in exchange for this Bond.

Notwithstanding anything to the contrary contained herein or in the Indenture, the Loan Agreement or in any other instrument or document executed by or on behalf of the Authority in connection herewith, no stipulation, covenant, agreement or obligation contained herein or therein shall be deemed or construed to be a stipulation, covenant, agreement or obligation of any present or future member, commissioner, director, trustee, officer, employee or agent of the Authority, or of any successor to the Authority, in any such person’s individual capacity, and no such person, in his individual capacity, shall be liable personally for any breach or nonobservance of or for any failure to perform, fulfill or comply with any such stipulations, covenants, agreements or the principal of or premium, if any, or interest on any of the Bonds or for any claim based thereon or on any such stipulation, covenant, agreement or obligation, against any such person, in his individual capacity, either directly or through the Authority or any successor to the Authority, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such person, in his individual capacity, is hereby expressly waived and released.

The Owner of this Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any default under the Indenture, or to institute, appear in or defend any suit or other proceedings with respect thereto, unless certain circumstances described in the Indenture shall have occurred.  In certain events, on the conditions, in the manner and with the effect set forth in the Indenture, the principal of all the Bonds issued under the Indenture and then Outstanding may become or may be declared due and payable before the stated maturity thereof, together with interest accrued thereon.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modifications of the rights and obligations of the Authority and the

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rights of the Owners of the Bonds at any time by the Authority with the consent of the Bank and the Owners of all Bonds at the time Outstanding.  Any such consent or any waiver by the Bank and the Owners of all Bonds at the time Outstanding shall be conclusive and binding upon the Owner of this Bonds and upon all future Owners of this Bond or of any Bond issued in replacement for this Bond upon transfer of ownership or exchange, whether or not notation of such consent or waiver is made upon this Bond or such replacement Bond.  The Indenture also contains provisions which, subject to certain conditions, permit or require the Trustee to waive certain past defaults under the Indenture and their consequences.

It is hereby certified, recited and declared that all acts, conditions and things required to exist, happen and be performed precedent to and in connection with the execution and delivery of the Indenture and the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by law; and that the issuance of this Bond and the issue of which it forms a part, together with all other obligations of the Authority, does not exceed or violate any constitutional or statutory limitation.

This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Indenture until the certificate of authentication hereon shall have been signed by the Trustee or the Tender Agent, as authenticating agent.

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IN WITNESS WHEREOF, BERKS COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY has caused this Bond to be signed in its name and on its behalf by the manual or facsimile signature of its Chairman or Vice Chairman and its corporate seal to be affixed, imprinted or reproduced hereon and attested by the manual or facsimile signature of its Secretary or Assistant Secretary, all as of the Series Issue Date.

ATTEST:	BERKS COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY
	By:
(Assistant) Secretary		(Vice) Chairman
(SEAL)

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[FORM OF CERTIFICATE OF AUTHENTICATION]

CERTIFICATE OF AUTHENTICATION

This Bond is one of the Bonds of the issue described in the within-mentioned Trust Indenture.  The Text of the Opinion attached to this Bond is a true and correct copy of the text of an original Opinion issued by Rhoads & Sinon LLP, dated and delivered on the date of original delivery of, and payment for, such Bonds, that is on file at our corporate trust office in Harrisburg, Pennsylvania, where the same may be inspected.

	Dauphin Deposit Bank And Trust Company,
	as Trustee and Tender Agent
	By:
		Authorized Signature
Date of Authentication:

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[FORM OF ASSIGNMENT]

FOR VALUE RECEIVED,                                      the undersigned, hereby sells, assigns and transfers unto                              (Tax Identification or Social Security No.              ) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints                                                           attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises.

Dated:
	NOTICE: The signature(s) to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever.
Signature Guaranteed:
NOTICE: Signature must be guaranteed by an approved eligible guarantor institution, an institution which is a participant in a signature guarantee program recognized by the Securities Transfer Association.

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EXHIBIT B

[FIXED RATE FORM OF BOND]

UNITED STATES OF AMERICA

No. FR-                  COMMONWEALTH OF PENNSYLVANIA $                

BERKS COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY

VARIABLE RATE DEMAND/FIXED
RATE REVENUE BOND
(STABLER COMPANIES INC. PROJECT)
SERIES OF 1998

SERIES ISSUE DATE	MATURITY DATE	INTEREST RATE	CUSIP
September 24, 1998

BERKS COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY (the “Authority”), an industrial and commercial development authority organized and existing under the Economic Development Financing Law (the “Act”), of the Commonwealth of Pennsylvania (the “Commonwealth”), for value received, promises to pay to the order of                            , or registered assigns, on the Maturity Date stated above, upon surrender hereof, but only from the sources referred to herein, the principal sum of                                                          DOLLARS ($                        ), unless this Variable Rate Demand/Fixed Rate Revenue Bond (Stabler Companies Inc. Project), Series of 1998 (the “Bond”), duly shall have been called for earlier redemption and payment of the redemption price shall have been made or provided for, and to pay initially on               1,                  , and thereafter semiannually, on                1 and                 1 of each year (each an “Interest Payment Date”), but only from the sources referred to herein, interest on said principal sum at the Interest Rate per annum stated above, until the principal sum hereof is paid or provision for payment thereof has been made as provided in the Indenture.  Interest on this Bond is payable from the Interest Payment Date next preceding the date of registration and authentication of this Bond, unless: (a) this Bond is registered and authenticated as of an Interest Payment Date, in which event this Bond shall bear interest from such Interest Payment Date; or (b) this Bond is registered and authenticated after a Record Date (hereinafter defined) and before the next succeeding Interest Payment Date, in which event this Bond shall bear interest from such Interest Payment Date; or (c) this Bond is registered and authenticated on or prior to the Record Date (hereinafter defined) next preceding the first Interest Payment Date following the Conversion Date (as defined in the Indenture), in which event this Bond shall bear interest from such Conversion Date; or (d) as shown by the records of the Trustee (hereinafter defined), interest on this Bond shall be in default, in which event this Bond shall bear interest from the date to which interest was last paid on this Bond.

The principal of this Bond, when due upon maturity or upon any earlier call for redemption, shall be payable at the Designated Office (hereinafter defined) of DAUPHIN DEPOSIT BANK AND TRUST COMPANY (together with its successors in the trust, the “Trustee”), as trustee under the Indenture (hereinafter defined), or at the duly designated office of any successor trustee under such Indenture.  As used herein, the phrase “Designated Office”

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shall mean the corporate trust office of the Trustee in Harrisburg, Pennsylvania, or any other office or offices of the Trustee designated by the Trustee may, from time to time, designated as the place at which Bonds may be presented for payment, registration of a transfer of ownership or exchange.  Payment of interest due on this Bond shall be made on each Interest Payment Date to the person in whose name ownership of this Bond is registered as of the close of business of the Trustee on the fifteenth (15th) calendar day, whether or not a Business Day (as herein defined), preceding the applicable Interest Payment Date (the “Record Date”), by check mailed to the address of such registered owner as such address appears on the registration books for the Bonds maintained by the Trustee; provided, however, that interest shall be paid by wire transfer to an account of such registered owner in the United States, if such registered owner is the Bank (hereinafter defined) or Depository Trust Company or its nominee or a successor securities depository or if such registered owner is the owner of Bonds (hereinafter defined) in an aggregate principal amount of $1,000,000 or more and shall have made a written request for wire payment of interest to the Trustee at least fifteen (15) calendar days prior to the Interest Payment Date.  Any interest that is not timely paid or duly provided for shall cease to be payable to the person in whose name this Bond is registered as of the regular Record Date for the payment of such interest, and shall be payable to the person in whose name this Bond is registered at the close of business of the Trustee on a Special Record Date for the payment of such overdue interest (the “Special Record Date”) established by notice mailed by the Trustee on behalf of the Authority to the registered owner of this Bond not less than fifteen (15) days preceding such Special Record Date and not less than twenty (20) days, but not more than thirty (30) days, prior to the date established by the Trustee for the payment of such overdue interest (the “Special Interest Payment Date”).  Such notice shall be mailed to the person in whose name this Bond is registered at the close of business of the Trustee on the fifth (5th) day preceding the date of mailing.

The principal of, premium, if any, and interest on this Bond shall be payable in lawful money of the United States of America and only from certain receipts, revenues and money of the Authority available for such purposes, all as provided and more fully set forth in a Trust Indenture, dated as of September 1, 1998 (the “Indenture”), duly executed and delivered by the Authority to the Trustee, as trustee.  This Bond is one of the series of $6,00,000 aggregate principal amount of revenue bonds of the Authority, known as “Variable Rate Demand/Fixed Rate Revenue Bonds (Stabler Companies Inc. Project), Series of 1998 (the “Bonds”), all issued under, and equally and ratably secured by, the Indenture, and by an assignment of all right, title and interest of the Authority in the Loan Agreement (hereinafter defined) and any sums (except certain amounts in respect of administrative expenses and indemnification of the Authority) payable thereunder by Stabler Companies Inc. (the “Company”), a corporation organized and existing under laws of the Commonwealth with its principal office in Harrisburg, Pennsylvania.  The Company and the Authority have entered into a Loan Agreement, dated as of September 1, 1998 (the “Loan Agreement”), under which the Authority has agreed to lend the proceeds of the Bonds to the Company to finance Costs of the Projects, as such terms are defined in the Indenture (the “Project”) and, in consideration thereof, the Company has agreed to make payments to the Authority in amounts and at times sufficient to meet all obligations of the Authority with respect to the Bonds.

The Company has caused an irrevocable direct pay letter of credit, issued by The First National Bank of Maryland, and dated as of such Conversion Date to be delivered to the

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Trustee, pursuant to which the Trustee is authorized, subject to the terms and conditions thereof, to draw up to (a) an amount equal to the principal amount of the Bonds, to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration, plus (b) an amount equal to days’ accrued interest on the Bonds (based on a year of 360 days comprised of twelve 30-day months).  Such irrevocable letter of credit and any substitute letter of credit delivered to the Trustee in accordance with the terms of the Indenture is herein called the “Letter of Credit.” As used herein, the term “Bank” shall mean The First National Bank of Maryland, in its capacity as issuer of such irrevocable letter of credit, or the bank or other institution issuing any such substitute letter of credit (the “Substitute Letter of Credit”).  The Letter of Credit expires on                    , unless earlier terminated pursuant to its terms or extended.  As used herein, the phrase “Letter of Credit Termination Date” means the later of (i) that date upon which the Letter of Credit expires or terminates pursuant to its terms, or (ii) that date to which the expiration or termination of the Letter of Credit may be extended, from time to time, either by extension or renewal of the existing Letter of Credit or the issuance of a Substitute Letter of Credit.  Subject to the provisions of the Indenture, the Company may, but is not required to, cause the Letter of Credit to be extended or replaced with a Substitute Letter of Credit prior to the Letter of Credit Termination Date.  The Bank is under no obligation to extend or replace the Letter of Credit.  Unless the Letter of Credit is extended or replaced prior to the Letter of Credit Termination Date in accordance with the terms of the Indenture, the Bonds will become subject to mandatory redemption, as described below.  The Letter of Credit is being issued pursuant to a Letter of Credit Agreement (as the same may be amended or replaced, the “Letter of Credit Agreement”) between the Company and the Bank, under which the Company is obligated to reimburse the Bank for all drawings under the Letter of Credit.

Reference is made to the Indenture, an executed counterpart of which is on file at the corporate trust office of the Trustee in Harrisburg, Pennsylvania, for a statement of the particular receipts, revenues and money of the Authority pledged for payment of the principal of, premium, if any, and interest on the Bonds, the nature, extent and manner of enforcement of the security for the Bonds, the rights of holders of the Bonds and of the Trustee with respect to such security, and the terms and conditions upon which the Bonds are issued.

THE BONDS ARE SPECIAL, LIMITED OBLIGATIONS OF THE AUTHORITY PAYABLE SOLELY AND EXCLUSIVELY FROM THE PAYMENTS REQUIRED TO BE MADE BY THE COMPANY UNDER THE LOAN AGREEMENT AND FROM DRAWS ON THE LETTER OF CREDIT.  NO RECOURSE SHALL BE HAD FOR THE PAYMENT OF THE PRINCIPAL OF THIS BOND OR ANY INTEREST, PURCHASE PRICE OR REDEMPTION PRICE PAYABLE WITH RESPECT TO THIS BOND, OR ANY CLAIM BASED ON THIS BOND, THE INDENTURE OR THE LOAN AGREEMENT, AGAINST THE AUTHORITY OR ANY SUCCESSOR TO THE AUTHORITY, OR AGAINST ANY PRESENT, PAST OR FUTURE OFFICER, MEMBER, EMPLOYEE OR AGENT OF THE AUTHORITY OR ANY SUCCESSOR TO THE AUTHORITY, UNDER ANY CONSTITUTIONAL PROVISION, STATUTE OR RULE OF LAW, BY THE ENFORCEMENT OF ANY ASSESSMENT, BY ANY LEGAL OR EQUITABLE PROCEEDING, OR BY ANY OTHER MEANS, AND ALL SUCH LIABILITY OF THE AUTHORITY, ALL SUCH SUCCESSORS TO THE AUTHORITY AND ALL SUCH OFFICERS, MEMBERS, EMPLOYEES OR AGENTS IS RELEASED AS A CONDITION OF, AND IN

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CONSIDERATION FOR, THE ISSUANCE OF THIS BOND.  FURTHERMORE, IN CONSIDERATION OF THE ISSUANCE OF THIS BOND, THE HOLDER HEREOF COVENANTS NOT TO SUE THE AUTHORITY, ANY SUCCESSOR TO THE AUTHORITY OR ANY PAST, PRESENT OR FUTURE MEMBER, OFFICER, EMPLOYEE OR AGENT OF THE AUTHORITY OR ANY SUCH SUCCESSOR, EXCEPT AS EXPRESSLY PERMITTED IN THE INDENTURE AND THE LOAN AGREEMENT.  THE BONDS AND THE INTEREST THEREON ARE NOT, AND SHALL NOT BE, A DEBT OR LIABILITY OF THE COMMONWEALTH OF PENNSYLVANIA OR ANY POLITICAL SUBDIVISION THEREOF AND DO NOT AND SHALL NOT CREATE OR CONSTITUTE AN INDEBTEDNESS, LIABILITY OR OBLIGATION, LEGAL, MORAL OR OTHERWISE, OF THE COMMONWEALTH OF PENNSYLVANIA OR ANY POLITICAL SUBDIVISION THEREOF, AND THE AUTHORITY SHALL NOT INCUR ANY INDEBTEDNESS ON BEHALF OF OR IN ANY WAY OBLIGATE THE COMMONWEALTH OF PENNSYLVANIA OR ANY POLITICAL SUBDIVISION THEREOF.  NEITHER THE MEMBERS OF THE AUTHORITY NOR ANY PERSON EXECUTING THE BONDS SHALL BE LIABLE PERSONALLY ON THE BONDS BY REASON OF THE ISSUANCE THEREOF.  THE AUTHORITY IS A CONDUIT AUTHORITY AND HAS NO TAXING POWER.

THE AUTHORITY HAS NOT PARTICIPATED IN THE PREPARATION OF THE PLACEMENT MEMORANDUM PREPARED IN CONNECTION WITH THE SALE AND ISSUANCE OF THE BONDS AND NEITHER HAS NOR ASSUMES ANY RESPONSIBILITY AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION CONTAINED IN THE PLACEMENT MEMORANDUM, EXCEPT FOR INFORMATION UNDER THE SECTION ENTITLED “THE AUTHORITY.” THE AUTHORITY HAS LIKEWISE NOT PARTICIPATED IN THE OFFER, SALE OR DISTRIBUTION OF THE BONDS.

INTEREST ON BONDS

In General.  This Bond shall bear interest at the fixed rate per annum set forth above.  All computations of interest on this Bond shall be based on a 360-day year of twelve 30-day months.

MANDATORY TENDER FOR PURCHASE

The Bonds are subject to mandatory tender for purchase to the Tender Agent on the date of delivery of a Substitute Letter of Credit (as defined in the Indenture) to the Trustee (the “Substitution Date”), at a purchase price equal to the principal amount thereof plus accrued interest.  Any of the Bonds not delivered to the Tender Agent at or before 10:00 a.m., New York City time, on the Substitution Date (“Undelivered Bonds”), for which there has been irrevocably deposited in trust with the Trustee or the Tender Agent an amount of money sufficient to pay the purchase price, shall be deemed to have been purchased at such purchase price and interest on such Undelivered Bonds shall cease to accrue as of such Substitution Date.  Thereafter, the Owners of such Undelivered Bonds shall not be entitled to any payment other than payment of the purchase price for such Undelivered Bonds upon surrender thereof to the Tender Agent and

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such Undelivered Bonds shall no longer be outstanding and entitled to the benefits of the Indenture.

BY ACCEPTANCE OF THIS BOND, THE HOLDER HEREOF AGREES THAT THIS BOND WILL BE PURCHASED, WHETHER OR NOT SURRENDERED, ON THE SUBSTITUTION DATE IN CONNECTION WITH ANY MANDATORY TENDER FOR PURCHASE.  IN SUCH EVENT, THE HOLDER OF THIS BOND SHALL NOT BE ENTITLED TO RECEIVE FURTHER INTEREST HEREON, SHALL HAVE NO FURTHER RIGHTS UNDER THIS BOND OR THE INDENTURE EXCEPT FOR PAYMENT OF THE PURCHASE PRICE HELD THEREFOR, AND, IF THIS BOND IS NOT SURRENDERED ON SUCH DATE, SHALL THEREAFTER HOLD THIS BOND AS AGENT FOR THE TENDER AGENT.

REDEMPTION PROVISIONS

Extraordinary Redemption.  The Bonds are callable for redemption in the event (1) the Project Facilities (as that phrase is defined in the Indenture) or any portion thereof is damaged or destroyed or taken in a condemnation proceeding or a deed of all or any part thereof is given in lieu of condemnation, as provided in Section 6.04 of the Loan Agreement, or (2) the Company shall exercise its option to cause the Bonds to be redeemed for any reason as provided in Section 9.02 of the Loan Agreement.  If called for redemption at any time pursuant to (1) or (2) above, the Bonds shall be subject to redemption by the Authority on any Interest Payment Date, in whole or in part, at a redemption price of one hundred percent (100%) of the principal amount thereof plus accrued interest to the redemption date.

Mandatory Redemption.  The Bonds are subject to mandatory redemption prior to maturity as follows:

(a) in whole, on the Interest Payment Date immediately preceding the Letter of Credit Termination Date (as herein defined), at a redemption price equal to one hundred percent (100%) of the principal amount thereof plus accrued interest to the redemption date, if the Trustee shall not have received on or before the fifteenth (15th) calendar day prior to such Interest Payment Date a written commitment from the Bank or a Substitute Bank (as that phrase is defined in the Indenture) to issue a Substitute Letter of Credit to be effective on or before the interest payment date immediately preceding the Letter of Credit Termination Date;

(b) in whole or in part, on any Interest Payment Date, at a redemption price equal to one hundred percent (100%) of the principal amount thereof being redeemed plus accrued interest to the redemption date, if any proceeds of the sale of the Bonds remain on deposit in the Project Fund established under the Indenture upon completion of the Project, under the conditions specified in the Indenture;

(c) in whole, on the earliest practicable date selected by the Trustee, after consultation with the Company, following the occurrence of a Determination of Taxability, as defined in the Indenture, but in no event later than one hundred eighty (180) days following the occurrence of such Determination of Taxability, at a redemption price equal to one hundred percent (100%) of the principal amount thereof plus accrued interest to the redemption date.

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[INSERT THE FOLLOWING MANDATORY REDEMPTION LANGUAGE, IF APPLICABLE:]

Mandatory Sinking Fund Redemption.  The Bonds are subject to mandatory sinking fund redemption on the Interest Payment Date occurring in the month of August in each of the years [insert year] to 2018, in the principal amounts set forth in the Indenture, at a redemption price equal to 100% of the principal amount redeemed, plus accrued interest to the date of redemption.

Optional Redemption.  The Bonds are subject to redemption by the Authority, at the option of the Company, in whole on or on any date thereafter or in part, from time to time, on or on any Interest Payment Date thereafter, in each case at a redemption price of 100% of the principal amount being redeemed plus accrued interest to the redemption date.  No such optional redemption shall occur unless there shall be available in the Bond Fund established under the Indenture sufficient Available Money (as defined in the Indenture) to pay all amounts due with respect to such redemption.

[INSERT THE FOLLOWING PARAGRAPH, IF APPLICABLE:]

Pursuant to the Letter of Credit Agreement, the Company has agreed to direct that Bonds be called for optional redemption on certain dates and in certain amounts.  The Bank and the Company may agree to modify the terms of, or discontinue, such agreement to direct the optional redemption of Bonds, without notice to, or consent of, Bondholders.

Notice of Redemption; General Redemption Provisions If any of the Bonds or portions thereof are called for redemption, notice of the call for redemption, identifying the Bonds or portions thereof to be redeemed, the date fixed for redemption and the redemption price (including the premium, if any), shall be given by the Trustee depositing a copy of the redemption notice in first-class mail at least thirty (30) days (ten (10) days, in the case of a mandatory redemption in connection with termination of the Letter of Credit), but not more than sixty (60) days prior to the date fixed for redemption to the Owner of each Bond to be redeemed in whole or in part at the address of such Owner as shown on the registration books maintained by the Trustee.  Any notice mailed as provided above shall be conclusively presumed to have been duly given, whether or not the Owner receives the notice.  No further interest shall accrue on the principal of any Bond called for redemption (or the applicable portion of a Bond called for redemption in part) after the redemption date if Available Money (as defined in the Indenture) sufficient for such redemption has been deposited with the Trustee.

If less than all the Bonds are to redeemed on any particular date, the particular Bonds or portions thereof to be redeemed on such date shall be selected by the Trustee at random or in such other manner as the Trustee in its discretion shall deem fair and appropriate, subject, however, to the provisions of the Indenture with respect to Pledged Bonds (as that phrase is defined in the Indenture).

GENERAL PROVISIONS

As used herein, the phrase “Business Day” means a day which is not (i) a Saturday or Sunday, (ii) a legal holiday on which banking institutions in the city in which the

6

Designated Office of the Trustee is located, or the city in which the principal office of the Bank is located, are authorized or required by law to close, or (iii) a day on which the New York Stock Exchange is closed.  Any other capitalized terms or phrases used in this Bond but not defined herein shall have the meanings ascribed thereto by the Indenture.

The Bonds are issuable as fully registered bonds, without coupons, in the denominations of $5,000 principal amount or any integral multiple thereof.

The Authority, the Tender Agent and the Trustee may deem and treat the person in whose name ownership of this Bond is registered on the records maintained by the Trustee for such purpose as the absolute owner hereof (whether or not this Bond shall be overdue) for all purposes, and neither the Authority, the Tender Agent nor the Trustee shall be bound by any notice or knowledge to the contrary.  A transfer of ownership of this Bond shall be registered on the records maintained by the Trustee upon presentation of this Bond by the registered owner hereof, in person or by his attorney duly authorized in writing, at the Designated Office of the Trustee, but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture.  Upon such transfer of ownership, a new Bond or Bonds will be issued in the name of the transferee in exchange for this Bond.

Notwithstanding anything to the contrary contained herein or in the Indenture, the Loan Agreement or in any other instrument or document executed by or on behalf of the Authority in connection herewith, no stipulation, covenant, agreement or obligation contained herein or therein shall be deemed or construed to be a stipulation, covenant, agreement or obligation of any present or future member, commissioner, director, trustee, officer, employee or agent of the Authority, or of any successor to the Authority, in any such person’s individual capacity, and no such person, in his individual capacity, shall be liable personally for any breach or nonobservance of or for any failure to perform, fulfill or comply with any such stipulations, covenants, agreements or the principal of or premium, if any, or interest on any of the Bonds or for any claim based thereon or on any such stipulation, covenant, agreement or obligation, against any such person, in his individual capacity, either directly or through the Authority or any successor to the Authority, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such person, in his individual capacity, is hereby expressly waived and released.

The Owner of this Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any default under the Indenture, or to institute, appear in or defend any suit or other proceedings with respect thereto, unless certain circumstances described in the Indenture shall have occurred.  In certain events, on the conditions, in the manner and with the effect set forth in the Indenture, the principal of all the Bonds issued under the Indenture and then Outstanding may become or may be declared due and payable before the stated maturity thereof, together with interest accrued thereon.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modifications of the rights and obligations of the Authority and the rights of the Owners of the Bonds at any time by the Authority with the consent of the Bank and the Owners of all Bonds at the time Outstanding.  Any such consent or any waiver by the Bank

7

and the Owners of all Bonds at the time Outstanding shall be conclusive and binding upon the Owner of this Bonds and upon all future Owners of this Bond or of any Bond issued in replacement for this Bond upon transfer of ownership or exchange, whether or not notation of such consent or waiver is made upon this Bond or such replacement Bond.  The Indenture also contains provisions which, subject to certain conditions, permit or require the Trustee to waive certain past defaults under the Indenture and their consequences.

It is hereby certified, recited and declared that all acts, conditions and things required to exist, happen and be performed precedent to and in connection with the execution and delivery of the Indenture and the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by law; and that the issuance of this Bond and the issue of which it forms a part, together with all other obligations of the Authority, does not exceed or violate any constitutional or statutory limitation.

This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Indenture until the certificate of authentication hereon shall have been signed by the Trustee or the Tender Agent, as authenticating agent.

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IN WITNESS WHEREOF, BERKS COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY has caused this Bond to be signed in its name and on its behalf by the manual or facsimile signature of its Chairman or Vice Chairman and its corporate seal to be affixed, imprinted or reproduced hereon and attested by the manual or facsimile signature of its Secretary or Assistant Secretary all as of the Series Issue Date.

ATTEST:	BERKS COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY
	By:
(Assistant) Secretary		(Vice) Chairman
(SEAL)

9

[FORM OF CERTIFICATE OF AUTHENTICATION]

CERTIFICATE OF AUTHENTICATION

This Bond is one of the Bonds of the issuer described in the within-mentioned Trust Indenture.  The Text of the Opinion attached to this Bond is a true and correct copy of the text of an original Opinion issued by                          ,dated and delivered on the date of original delivery of, and payment for, such Bonds, that is on file at our corporate trust office in Harrisburg, Pennsylvania, where the same may be inspected.

	Dauphin Deposit Bank And Trust Company,
	as Trustee and Tender Agent
	By:
		Authorized Signature
Date of Authentication:

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[FORM OF ASSIGNMENT]

FOR VALUE RECEIVED,                       the undersigned, hereby sells, assigns and transfers unto                       (Tax Identification or Social Security No.         ) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints                                            attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises.

Dated:
	NOTICE: The signature(s) to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever.
Signature Guaranteed:
NOTICE: Signature must be guaranteed by an approved eligible guarantor institution, an institution which is a participant in a signature guarantee program recognized by the Securities Transfer Association.

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EXHIBIT C
Requisition Form

EXHIBIT C

PROJECT FUND REQUISITION

TO:

DAUPHIN DEPOSIT BANK AND TRUST COMPANY
Corporate Trust Services
213 Market Street
Harrisburg, PA 17101

The undersigned hereby requisitions funds from the Project Fund established pursuant to Section 6.06 of the Trust Indenture, dated as of September 1, 1998 (the “Indenture”), between Berks County Industrial Development Authority (the “Authority”) and DAUPHIN DEPOSIT BANK AND TRUST COMPANY, as trustee, for payment of the amount(s) set forth below to the identified payee(s) and for the purpose(s) shown:

Amount(s)	Name(s) and Address(es)of Payee(s)	Purpose(s)
$

The undersigned hereby certifies that (a) each of the above obligation(s) for which funds are requisitioned has been incurred by Stabler Companies Inc. (the “Company”) and is due and payable to the named Payee(s) in connection with the Project, as that term is defined in the Indenture, (b) each such obligation is a proper charge against the Project Fund and a Qualified Project Cost, as that phrase is defined in the Indenture, (c) no such obligation has been the basis of a prior requisition for which payment was made or is pending, (d) no written notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable under this Requisition has been received, (e) the payment of this Requisition will not violate the prohibitions or requirements relating to the use of proceeds set forth in the Loan Agreement, (f) no Event of Default, as defined in the Indenture or the Loan Agreement, and no event which after notice or lapse of time or both would constitute such an Event of Default has occurred, that has not been waived or cured.

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NOTE: THIS REQUISITION IS NOT COMPLETE AND IS NOT TO BE PAID UNTIL THE APPROVAL OF THE FIRST NATIONAL BANK OF MARYLAND (OR ITS SUCCESSOR, AS ISSUER OF THE LETTER OF CREDIT REFERRED TO IN THE INDENTURE) HAS BEEN RECEIVED.

	STABLER COMPANIES INC.
Date:	By:		(SEAL)
		Name:
		Title:

APPROVAL OF THE FIRST NATIONAL BANK OF MARYLAND

The First National Bank of Maryland, issuer of the Letter of Credit, hereby approves Project Fund Requisition No.          of Stabler Companies Inc. submitted for payment in accordance with the provisions of the Trust Indenture, dated as of September 1, 1998, between Berks County Industrial Development Authority and DAUPHIN DEPOSIT BANK AND TRUST COMPANY, as trustee, relating to said Authority’s Variable Rate Demand/Fixed Rate Revenue Bonds (Stabler Companies Inc. Project), Series of 1998.

Dated:	, 199	The First National Bank of Maryland
		By:
			Title:

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SPECIMEN

Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”) to the Authority or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

UNITED STATES OF AMERICA

No. VR-1 COMMONWEALTH OF PENNSYLVANIA $6,000,000

BERKS COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY

VARIABLE RATE DEMAND/FIXED RATE REVENUE BOND
(STABLER COMPANIES INC. PROJECT)
SERIES OF 1998

SERIES ISSUE DATE	MATURITY DATE	INTEREST RATE	CUSIP
September 25, 1998	October 1, 2013	Weekly Floating Rate	084522GR6

THIS BOND IS SUBJECT TO MANDATORY TENDER FOR PURCHASE AT THE TIME AND IN THE MANNER HEREINAFTER DESCRIBED, AND MUST BE SO TENDERED OR WILL BE DEEMED TO HAVE BEEN SO TENDERED UNDER CERTAIN CIRCUMSTANCES DESCRIBED HEREIN.

BERKS COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY (the “Authority”), an industrial and commercial development authority organized and existing under the Economic Development Financing Law (the “Act”), of the Commonwealth of Pennsylvania (the “Commonwealth”), for value received, promises to pay to the order of CEDE & CO., or registered assigns, on the Maturity Date stated above, upon surrender hereof, but only from the sources referred to herein, the principal sum of SIX MILLION DOLLARS ($6,000,000) unless this Variable Rate Demand/Fixed Rate Revenue Bond (Stabler Companies Inc. Project), Series of 1998 (the “Bond”), duly shall have been called for earlier redemption and payment of the redemption price shall have been made or provided for, and to pay, but only from the sources referred to herein, interest on said principal sum, at the rate or rates determined as provided in this Bond and in the Indenture (hereinafter defined), until the principal sum hereof is paid or provision for payment thereof has been made as provided in the Indenture.  Interest on this Bond is payable from the Interest Payment Date (herein defined) next preceding the date of registration and authentication of this Bond, unless:  (a) this Bond is registered and authenticated as of an Interest Payment Date, in which event this Bond shall bear interest from such Interest Payment Date; or (b) this Bond is registered and authenticated after a Record Date (hereinafter defined) and before the next succeeding Interest Payment Date, in which event this Bond shall bear interest from such Interest Payment Date; or (c) this Bond is registered and authenticated on or

prior to the Record Date (hereinafter defined) next preceding the first Interest Payment Date, in which event this Bond shall bear interest from the Series Issue Date set forth above; or (d) as shown by the records of the Trustee (hereinafter defined), interest on this Bond shall be in default, in which event this Bond shall bear interest from the date to which interest was last paid on this Bond.

The principal of this Bond, when due upon maturity or upon any earlier call for redemption, shall be payable at the Designated Office (hereinafter defined) of Dauphin Deposit Bank And Trust Company (together with its successors in the trust, the “Trustee”), as trustee under the Indenture (hereinafter defined), or at the duly designated office of any successor trustee under such Indenture.  As used herein, the phrase “Designated Office” shall mean the corporate trust office of the Trustee in Harrisburg, Pennsylvania, or any other office or offices of the Trustee designated by the Trustee may, from time to time, designated as the place at which Bonds may be presented for payment, registration of a transfer of ownership or exchange.  Payment of interest due on this Bond shall be made on each Interest Payment Date to the person in whose name ownership of this Bond is registered as of the close of business of the Trustee on the Business Day (as herein defined), preceding the applicable Interest Payment Date (the “Record Date”), by check mailed to the address of Such registered owner as shown on the bond register maintained by the Trustee; provided, however, that interest shall be paid by wire transfer to an account of such registered owner in the United States, if such registered owner is the Bank or Depository Trust Company or its nominee or a successor securities depository (hereinafter defined) or if such registered owner is the owner of Bonds (hereinafter defined) in an aggregate principal amount of $1,000,000 or more and shall have made a written request for wire payment of interest to the Trustee at least fifteen (15) calendar days prior to the Interest Payment Date.  Any interest that is not timely paid or duly provided for shall cease to be payable to the person in whose name this Bond is registered as of the regular Record Date for the payment of such interest, and shall be payable to the person in whose name this Bond is registered at the close of business of the Trustee on a special record date for the payment of such overdue interest (the “Special Record Date”) established by notice mailed by the Trustee on behalf of the Authority to the registered owner of this Bond not less than fifteen (15) days preceding; such Special Record Date and not less than twenty (20) days, but not more than thirty (30) days, prior to the date established by the Trustee for the payment of such overdue interest (the “Special Interest Payment Date”).  Such notice shall be mailed to the person in whose name this Bond is registered at the close of business of the Trustee on the fifth (5th) day preceding the date of mailing.

The principal of, premium, if any, and interest on this Bond shall be payable in lawful money of the United States of America and only from certain receipts, revenues and money of the Authority available for such purposes, all as provided and more fully set forth in a Trust Indenture, dated as of September 1, 1998 (the “Indenture”), duly executed and delivered by the Authority to the Trustee, as trustee.  This Bond is one of the series of $6,000,000 aggregate principal amount of revenue bonds of the Authority, known as “Variable Rate Demand/Fixed Rate Revenue Bonds (Stabler Companies Inc.  Project), Series of 1998 (the “Bonds”), all issued under the Indenture and equally and ratably secured by the Indenture and by an assignment thereunder of all right, title and interest of the Authority in the Loan Agreement (hereinafter defined) and any sums (except certain amounts in respect of administrative expenses and indemnification of the Authority) payable thereunder by Stabler Companies Inc. (the

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“Company”), a corporation organized and existing under laws of the Commonwealth with its principal office in Harrisburg, Pennsylvania.  The Company and the Authority have entered into a Loan Agreement, dated as of September 1, 1998 (the “Loan Agreement”), under which the Authority has agreed to lend the proceeds of the Bonds to the Company to finance Costs of the Projects, as such terms are defined in the Indenture (the “Project”) and, in consideration thereof, the Company has agreed to make payments to the Authority in amounts and at times sufficient to meet all obligations of the Authority with respect to the Bonds.

The Company has caused an irrevocable direct pay letter of credit issued by The First National Bank of Maryland and dated the Series Issue Date set forth above to be delivered to the Trustee, pursuant to which the Trustee is authorized, subject to the terms and conditions thereof, to draw up to (a) an amount equal to the principal amount of the Bonds (i) to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to pay the portion of the Purchase Price (hereinafter defined) of Bonds tendered to the Tender Agent (hereinafter defined) corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ accrued interest on the Outstanding Bonds at twelve percent (12%) per annum (based on a year of 365 or 366 days, as appropriate, and the actual number of days elapsed).  Such irrevocable letter of credit and any substitute letter of credit delivered to the Trustee in accordance with the terms of the Indenture is herein called the “Letter of Credit.” As used herein, the term “Bank” shall mean The First National Bank of Maryland, in its capacity as issuer of such irrevocable letter of credit, or the bank or other institution issuing any such substitute letter of credit (the “Substitute Letter of Credit”).  The initial Letter of Credit expires on September 24, 2008, unless earlier terminated pursuant to its terms or extended.  As used herein, the phrase “Letter of Credit Termination Date” means the later of (i) that date upon which the Letter of Credit expires or terminates pursuant to its terms, or (ii) that date to which the expiration or termination of the Letter of Credit may be extended, from time to time, either by extension or renewal of the existing Letter of Credit or the issuance of a Substitute Letter of Credit.  Subject to the provisions of the Indenture, the Company may, but is not required to, cause the Letter of Credit to be extended or replaced with a Substitute Letter of Credit prior to the Letter of Credit Termination Date.  The Bank is under no obligation to extend or replace the Letter of Credit.  Unless the Letter of Credit is extended or replaced prior to the Letter of Credit Termination Date in accordance with the terms of the Indenture, the Bonds will become subject to mandatory redemption, as described below.  The Letter of Credit is being issued pursuant to a Letter of Credit Agreement (as the same may be amended or replaced, the “Letter of Credit Agreement”) between the Company and the Bank, under which the Company is obligated to reimburse the Bank for all drawings under the Letter of Credit.

Reference is made to the Indenture, an executed counterpart of which is on file at the corporate trust office of the Trustee located in Harrisburg, Pennsylvania, for a statement of the particular receipts, revenues, and money of the Authority pledged for payment of the principal of, premium, if any, and interest on the Bonds, the nature, extent and manner of enforcement of the security for the Bonds, the rights of holders of the Bonds and of the Trustee with respect to such security, and the terms and conditions upon which the Bonds are issued.

THE BONDS ARE SPECIAL, LIMITED OBLIGATIONS OF THE AUTHORITY PAYABLE SOLELY AND EXCLUSIVELY FROM THE PAYMENTS REQUIRED TO BE MADE BY THE COMPANY UNDER THE LOAN AGREEMENT

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AND FROM DRAWS ON THE LETTER OF CREDIT.  NO RECOURSE SHALL BE HAD FOR THE PAYMENT OF THE PRINCIPAL OF THIS BOND OR ANY INTEREST, PURCHASE PRICE OR REDEMPTION PRICE PAYABLE WITH RESPECT TO THIS BOND, OR ANY CLAIM BASED ON THIS BOND, THE INDENTURE OR THE LOAN AGREEMENT, AGAINST THE AUTHORITY OR ANY SUCCESSOR TO THE AUTHORITY, OR AGAINST ANY PRESENT, PAST OR FUTURE OFFICER, MEMBER, EMPLOYEE OR AGENT OF THE AUTHORITY OR ANY SUCCESSOR TO THE AUTHORITY, UNDER ANY CONSTITUTIONAL PROVISION, STATUTE OR RULE OF LAW, BY THE ENFORCEMENT OF ANY ASSESSMENT, BY ANY LEGAL OR EQUITABLE PROCEEDING, OR BY ANY OTHER MEANS, AND ALL SUCH LIABILITY OF THE AUTHORITY, ALL SUCH SUCCESSORS TO THE AUTHORITY AND ALL SUCH OFFICERS, MEMBERS, EMPLOYEES OR AGENTS IS RELEASED AS A CONDITION OF, AND IN CONSIDERATION FOR, THE ISSUANCE OF THIS BOND.  FURTHERMORE, IN CONSIDERATION OF THE ISSUANCE OF THIS BOND, THE HOLDER HEREOF COVENANTS NOT TO SUE THE AUTHORITY, ANY SUCCESSOR TO THE AUTHORITY OR ANY PAST, PRESENT OR FUTURE MEMBER, OFFICER, EMPLOYEE OR AGENT OF THE AUTHORITY OR ANY SUCH SUCCESSOR, EXCEPT AS EXPRESSLY PERMITTED IN THE INDENTURE AND THE LOAN AGREEMENT.  THE BONDS AND THE INTEREST THEREON ARE NOT, AND SHALL NOT BE, A DEBT OR LIABILITY OF THE COMMONWEALTH OF PENNSYLVANIA OR ANY POLITICAL SUBDIVISION THEREOF AND DO NOT AND SHALL NOT CREATE OR CONSTITUTE AN INDEBTEDNESS, LIABILITY OR OBLIGATION, LEGAL, MORAL OR OTHERWISE, OF THE COMMONWEALTH OF PENNSYLVANIA OR ANY POLITICAL SUBDIVISION THEREOF, AND THE AUTHORITY SHALL NOT INCUR ANY INDEBTEDNESS ON BEHALF OF OR IN ANY WAY OBLIGATE THE COMMONWEALTH OF PENNSYLVANIA OR ANY POLITICAL SUBDIVISION THEREOF, NEITHER THE MEMBERS OF THE AUTHORITY NOR ANY PERSON EXECUTING THE BONDS SHALL BE LIABLE PERSONALLY ON THE BONDS BY REASON OF THE ISSUANCE THEREOF.  THE AUTHORITY IS A CONDUIT AUTHORITY AND HAS NO TAXING POWER.

THE AUTHORITY HAS NOT PARTICIPATED IN THE PREPARATION OF THE PLACEMENT MEMORANDUM PREPARED IN CONNECTION WITH THE SALE AND ISSUANCE OF THE BONDS AND NEITHER HAS NOR ASSUMES ANY RESPONSIBILITY AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION CONTAINED IN THE PLACEMENT MEMORANDUM, EXCEPT FOR INFORMATION UNDER THE SECTION ENTITLED “THE AUTHORITY.”  THE AUTHORITY HAS LIKEWISE NOT PARTICIPATED IN THE OFFER, SALE OR DISTRIBUTION OF THE BONDS.

INTEREST ON BONDS

In General.  This Bond shall bear interest at a Floating Rate or a Fixed Rate, as specified above and described below.  All of the Bonds shall initially bear interest at a Floating Rate, subject to conversion on the Conversion Date (herein defined) to a Fixed Rate, as described herein.  The “Floating Rate” is an interest rate determined and adjusted weekly as described

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below.  A “Fixed Rate” is an interest rate for the Fixed Rate Period determined as described below.  All computations of interest at a Floating Rate shall be based on the actual number of days elapsed and a year of 365 or 366 days, as appropriate; and all computations of interest at the Fixed Rate shall be based on a 360-day year of twelve 30-day months.

The Floating Rate.  A Floating Rate shall be determined for each Weekly Period as described below.  No later than 9:30 a.m., New York City time, on each Wednesday or, if such Wednesday is not a Business Day, on the next succeeding Business Day (the “Determination Date”), The First National Bank of Maryland, Baltimore, Maryland, or its successor as remarketing agent for the Bonds under the Indenture (the “Remarketing Agent”), shall determine the Floating Rate for the Weekly Period commencing on such Determination Date (or, if such Determination Date is not a Wednesday, then on the immediately preceding Wednesday) as the minimum interest rate necessary, in its sole judgment, to sell the Bonds on the Determination Date (as herein defined) at a price equal to the principal amount thereof, exclusive of any accrued interest.  The Floating Rate shall be determined by the Remarketing Agent weekly and shall be effective on each Wednesday for the Weekly Period (as herein defined) beginning on such day, all as more fully set forth in the Indenture.  The determination of the Floating Rate shall be conclusive and binding upon the Owners of the Bonds, the Authority, the Trustee, the Remarketing Agent, the Company and the Bank (as those terms and phrases are defined herein) and no Owner of Bonds shall be given notice thereof, unless such Owner shall file with the Trustee a written request to receive notice of the Floating Rate so determined from time to time.  Anything herein to the contrary notwithstanding, the Floating Rate shall in no event exceed twelve percent (12%) per annum.  As used herein, “Weekly Period” means the seven-day period commencing on Wednesday and ending on and including Tuesday of the following calendar week, except that (i) the first Weekly Period shall commence on the Series Issue Date set forth above and end on and include the following Tuesday, and (ii) the last Weekly Period preceding a conversion of the interest rate on the Bonds from the Floating Rate to a Fixed Rate shall end on and include the last day prior to the Conversion Date (as defined below).

If for any reason the interest rate on the Bonds for any Weekly Period is not determined by the Remarketing Agent in accordance with the foregoing provisions or a court holds that the Floating Rate established in accordance with the foregoing provisions is invalid or unenforceable, the Floating Rate for the Bonds shall be (a) for the first Weekly Period in which the Floating Rate is not so determined by the Remarketing Agent or is so held invalid or unenforceable, a rate per annum equal to the Floating Rate that was applicable to the Bonds for the immediately preceding Weekly Period and (b) for each Weekly Period thereafter, a rate per annum equal to 85% of the interest rate per annum applicable to 30-day commercial paper having a rating of A-2/P-2, as reported in The Wall Street Journal on each Determination Date.:

Conversion to Fixed Rate.  The Indenture provides that the Company shall have the option to direct that the interest rate on the Bonds be converted from the Floating Rate to the Fixed Rate on any Business Day selected for such purpose (the “Conversion Date”), upon satisfaction of certain terms and conditions set forth in the Indenture.  Notice of the exercise of such option shall be given, at the direction of the Company, by the Trustee to the Owners of the Bonds at least twenty (20) days but not more than thirty (30) days prior to the Conversion Date in accordance with the requirements of the Indenture.  If the Remarketing Agent has not

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presented to the Company firm commitments for the purchase of, and/or a firm agreement to underwrite the sale of, all of the Bonds on the Conversion Date by the close of business on the fifth (5th) Business Day prior to the proposed Conversion Date, the Company, at its option, may rescind its election to exercise the Conversion Option by delivering a written notice of rescission to the Trustee, the Tender Agent (as herein defined) and the Bank by the close of business of the Trustee on the fourth (4th) Business Day prior to the proposed Conversion Date.  Thereupon, the Company shall direct the Trustee to immediately notify the Owners of such rescission, and the Bonds shall continue to bear interest at the Floating Rate (at the rate in effect for the then current Weekly Period and, thereafter, at the Floating Rate established for each subsequent Weekly Period in accordance with the Indenture), until the Company shall elect to exercise the Conversion Option and establish a Conversion Date in accordance with the Indenture.

The Fixed Rate.  The “Fixed Rate” shall be the fixed annual interest rate on the Bonds, for the period beginning on the Conversion Date and running through the final maturity date of the Bonds, established by the Remarketing Agent as the rate that is necessary to enable the Remarketing Agent to receive commitments on or prior to the fifth (5th) Business Day preceding the Conversion Date to purchase the Bonds on the Conversion Date at a price of par, without discount or premium.

OPTIONAL AND MANDATORY TENDER FOR PURCHASE

Upon the terms and conditions set forth herein and in the Indenture, the Bonds shall be subject to optional and mandatory tender for purchase, at a purchase price equal to the principal amount thereof plus accrued interest (the “Purchase Price”), at the Delivery Office (hereinafter defined) of DAUPHIN DEPOSIT BANK AND TRUST COMPANY, as tender agent for the Bonds, or any successor in such capacity (the “Tender Agent”), as follows:

Demand Purchase Option.  While the Bonds bear interest at the Floating Rate, any Bond (or any portion of such Bond in an authorized denomination) shall be purchased on demand of the Owner thereof on any Business Day designated by such Owner in a Demand Purchase Notice (herein defined), at a price equal to 100% of the outstanding principal amount of such Bond, plus accrued and unpaid interest on such Bond to the date of purchase (the “Purchase Price”), provided that (a) the Owner of such Bond delivers to the Tender Agent, at the address set forth below, a written notice or demand (a “Demand Purchase Notice”) stating (i) the principal amount (or portion thereof) and number of the Bond to be purchased; and (ii) the date on which such Bond (or portion thereof) shall be purchased (the “Purchase Date”), which shall be a Business Day prior to the Conversion Date, but not earlier than the seventh (7th) day following the date of delivery of the Demand Purchase Notice to the Tender Agent; and (b) the Owner delivers such Bond, duly endorsed for transfer or accompanied by a bond power endorsed in blank, to the Tender Agent at its Delivery Office not later than 10:00 a.m., New York City time, on the Purchase Date.  If, however, any Bond as to which the Owner has delivered a Demand Purchase Notice is remarketed to such Owner pursuant to the Remarketing Agreement (as defined in the Indenture), such Owner need not deliver such Bond to the Tender Agent as provided in (b) above and such Bond shall nonetheless be deemed to have been delivered to the Tender Agent, remarketed to the Owner and redelivered to such Owner for purposes of the Indenture.

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All Demand Purchase Notices, Bonds tendered for purchase and other instruments required to be delivered to the Tender Agent in connection with a tender of Bonds for purchase shall be delivered to DAUPHIN DEPOSIT BANK AND TRUST COMPANY, Corporate Trust Services, 213 Market Street, Pennsylvania 17101, or, if applicable, to the designated office of any successor Tender Agent (the “Delivery Office”).

A Demand Purchase Notice shall be effective upon receipt, irrevocable, and binding on the Owner making such election and on any transferee of the subject Bond.  Each Demand Purchase Notice shall automatically constitute (i) an irrevocable offer to sell the Bond (or portion thereof) to which such notice relates on the specified Purchase Date at a price equal to the purchase price of such Bond (or portion thereof) described above, (ii) an irrevocable authorization and instruction to the Trustee to effect transfer of such Bond (or portion thereof) upon payment of such purchase price to the Trustee on the Purchase Date, (iii) with respect to a tender of a portion of a Bond, an irrevocable authorization and instruction to the Trustee to effect the exchange of such Bond, in part, for other Bonds in an aggregate principal amount equal to the retained portion, so as to facilitate the sale of the tendered portion of such Bond, and (iv) an acknowledgment that such Owner will have no further rights with respect to such Bond (or portion thereof) upon payment of the purchase price thereof to the Trustee on the Purchase Date, except for the right of such Owner to receive such purchase price upon surrender of such Bond, if held in certificated form, to the Trustee endorsed for transfer in blank and with guarantee of signature satisfactory to the Trustee and that after the Purchase Date such Owner will hold such Bond as agent for the Trustee.  If the Bond that is the subject of a Demand Purchase Notice is not then held in book-entry form and the Owner of such Bond fails to deliver such Bond to the Tender Agent at or before 10:00 a.m., New York City time, on the specified Purchase Date, then such undelivered Bond or portion thereof (the “Undelivered Bond”) shall be deemed to have been tendered for purchase to the Tender Agent and, to the extent that there shall be held by the Trustee or the Tender Agent on or before the applicable Purchase Date an amount sufficient to pay the Purchase Price thereof and available for such purpose pursuant to the Indenture, such Undelivered Bond shall on such Purchase Date cease to bear interest and no longer shall be considered to be Outstanding under the Indenture.  Money held by the Tender Agent or the Trustee for the purchase of such Undelivered Bond shall be held in a special separate trust account for the Owner of such Undelivered Bond and shall be held uninvested, and without liability for interest, pending delivery of such Undelivered Bonds to the Tender Agent.

Mandatory Purchase.  The Bonds are subject to mandatory tender for purchase to the Tender Agent on (a) the Conversion Date and (b) on the date of delivery of a Substitute Letter of Credit (as defined in the Indenture) to the Trustee (the “Substitution Date”), in each case at a purchase price equal to the principal amount thereof plus accrued interest.  Any of the Bonds not delivered to the Tender Agent at or before 10:00 a.m., New York City time, on the Conversion Date or the Substitution Date, as the case may be (“Undelivered Bonds”), for which there has been irrevocably deposited in trust with the Trustee or the Tender Agent an amount of money sufficient to pay the purchase price, shall be deemed to have been purchased at such purchase price and interest on such Undelivered Bonds shall cease to accrue as of such Conversion Date or Substitution Date, as the case may be.  Thereafter, the Owners of such Undelivered Bonds shall not be entitled to any payment other than payment of the purchase price for such Undelivered Bonds upon surrender thereof to the Tender Agent and such Undelivered Bonds shall no longer be outstanding and entitled to the benefits of the Indenture.

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BY ACCEPTANCE OF THIS BOND, THE HOLDER HEREOF AGREES THAT THIS BOND WILL BE PURCHASED, WHETHER OR NOT SURRENDERED, ON ANY PURCHASE DATE SPECIFIED BY THE HOLDER HEREOF IN THE EXERCISE OF THE DEMAND PURCHASE OPTION DESCRIBED ABOVE AND ON THE CONVERSION DATE OR SUBSTITUTION DATE, AS APPLICABLE, IN CONNECTION WITH ANY MANDATORY TENDER FOR PURCHASE.  IN SUCH EVENT, THE HOLDER OF THIS BOND SHALL NOT BE ENTITLED TO RECEIVE FURTHER INTEREST HEREON, SHALL HAVE NO FURTHER RIGHTS UNDER THIS BOND OR THE INDENTURE EXCEPT FOR PAYMENT OF THE PURCHASE PRICE HELD THEREFOR, AND, IF THIS BOND IS NOT SURRENDERED ON SUCH DATE, SHALL THEREAFTER HOLD THIS BOND AS AGENT FOR THE TENDER AGENT.

REDEMPTION PROVISIONS

Extraordinary Redemption.  The Bonds are callable for redemption in the event (1) the Project Facilities (as defined in the Indenture) or any portion thereof is damaged or destroyed or taken in a condemnation proceeding or a deed of all or any part thereof is given in lieu of condemnation, as provided in Section 6.04 of the Loan Agreement, or (2) the Company shall exercise its option to cause the Bonds to be redeemed for any reason as provided in Section 9.02 of the Loan Agreement.  If called for redemption at any time pursuant to (1) or (2) above, the Bonds shall be subject to redemption by the Authority on any Interest Payment Date, in whole or in part, at a redemption price of one hundred percent (100%) of the principal amount thereof plus accrued interest to the redemption date.

Mandatory Redemption.  The Bonds are subject to mandatory redemption prior to maturity as follows:

(a) in whole, on the Interest Payment Date immediately preceding the Letter of Credit Termination Date (as herein defined), at a redemption price equal to one hundred percent (100%) of the principal amount thereof plus accrued interest to the redemption date, if the Trustee shall not have received on or before the fifteenth (15th) calendar day prior to such Interest Payment Date a written commitment from the Bank or a Substitute Bank (as that phrase is defined in the Indenture) to issue a Substitute Letter of Credit to be effective on or before the Interest Payment Date immediately preceding the Letter of Credit Termination Date;

(b) in whole or in part, on any Interest Payment Date, at a redemption price equal to one hundred percent (100%) of the principal amount thereof being redeemed plus accrued interest to the redemption date, if any proceeds of the sale of the Bonds remain on deposit in the Project Fund established under the Indenture upon completion of the Project, under the conditions specified in the Indenture;

(c) in whole, on the earliest practicable date selected by the Trustee, after consultation with the Company, following the occurrence of a Determination of Taxability, as defined in the Indenture, but in no event later than one hundred eighty (180) days following the occurrence of such Determination of Taxability, at a redemption price equal to one hundred percent (100%) of the principal amount thereof plus accrued interest to the redemption date.

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Optional Redemption.  On or prior to the Conversion Date, the Bonds are subject to redemption by the Authority, at the option of the Company, at any time, subject to the notice provisions described below, in whole or in part, at the redemption price of 100% of the principal amount thereof being redeemed plus accrued interest to the redemption date.

Notice of Redemption; General Redemption Provisions.  If any of the Bonds or portions thereof are called for redemption, notice of the call for redemption, identifying the Bonds or portions thereof to be redeemed, the date fixed for redemption and the redemption price (including the premium, if any), shall be given by the Trustee depositing a copy of the redemption notice in first-class mail at least thirty (30) days (ten (10) days, in the case of a mandatory redemption in connection with termination of the Letter of Credit), but not more than sixty (60) days prior to the date fixed for redemption to the Owner of each Bond to be redeemed in whole or in part at the address of such Owner as shown on the registration books maintained by the Trustee.  Any notice mailed as provided above shall be conclusively presumed to have been duly given, whether or not the Owner receives the notice.  No further interest shall accrue on the principal of any Bond called for redemption (or the applicable portion of a Bond called for redemption in part) after the redemption date if Available Money (as defined in the Indenture) sufficient for such redemption has been deposited with the Trustee.  Notwithstanding the foregoing, the notice requirements contained in the first sentence of this paragraph may be deemed satisfied with respect to a transferee of a Bond which has been purchased pursuant to the Demand Purchase Option under certain circumstances provided in Section 4.06 of the Indenture, after such Bond has previously been called for redemption, notwithstanding the failure to satisfy the notice requirements of the first sentence of this paragraph with respect to such transferee.

If less than all the Bonds are to redeemed on any particular date, the particular Bonds or portions thereof to be redeemed on such date shall be selected by the Trustee at random or in such other manner as the Trustee in its discretion shall deem fair and appropriate, subject, however, to the provisions of the Indenture with respect to Pledged Bonds (as that phrase is defined in the Indenture).

GENERAL PROVISIONS

As used herein, the phrase “Business Day” means a day which is not (i) a Saturday or Sunday, (ii) a legal holiday on which banking institutions in the city in which the Designated Office of the Trustee is located, the city in which the Delivery Office of the Tender Agent is located, or the city in which the principal office of the Bank is located, are authorized or required by law to close, or (iii) a day on which the New York Stock Exchange is closed; the phrase “Interest Payment Date” shall mean, prior to the Conversion Date, the first day of every calendar month, commencing November 2, 1998, or if such day is not a Business Day (as herein defined), the next succeeding Business Day, and from and after the Conversion Date, the first day of the sixth month following the Conversion Date and each anniversary thereof and first day of the twelfth month following the Conversion Date and each anniversary thereof, commencing on the first of such dates to occur following the Conversion Date; the phrase “Conversion Option” means the option granted to the Company under the Indenture to convert the interest rate on the Bonds from the Floating Rate to the Fixed Rate; and the phrase “Conversion Date” means the Business Day on which the interest rate on the Bonds is converted from the Floating Rate to the Fixed Rate, as determined in connection with the Company’s exercise of the Conversion

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Option.  Any other capitalized terms or phrases used in this Bond but not defined herein shall have the meanings ascribed thereto by the Indenture.

Prior to the Conversion Date, the Bonds are issuable as fully registered bonds, without coupons, in denominations of $100,000 principal amount or any integral multiple of $5,000 in excess thereof and may not be issued, exchanged or transferred except in such denominations.  From and after the Conversion Date, the Bonds are issuable as fully registered bonds, without coupons, in the denominations of $5,000 principal amount or any integral multiple thereof.

The Authority, the Tender Agent and the Trustee may deem and treat the person in whose name ownership of this Bond is registered on the records maintained by the Trustee for such purpose as the absolute owner hereof (whether or not this Bond shall be overdue) for all purposes, and neither the Authority, the Tender Agent nor the Trustee shall be bound by any notice or knowledge to the contrary.  A transfer of ownership of this Bond shall be registered on the records maintained by the Trustee upon presentation of this Bond by the registered owner hereof, in person or by his attorney duly authorized in writing, at the Designated Office of the Trustee, but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture.  Upon such transfer of ownership, a new Bond or Bonds will be issued in the name of the transferee in exchange for this Bond.

Notwithstanding anything to the contrary contained herein or in the Indenture, the Loan Agreement or in any other instrument or document executed by or on behalf of the Authority in connection herewith, no stipulation, covenant, agreement or obligation contained herein or therein shall be deemed or construed to be a stipulation, covenant, agreement or obligation of any present or future member, commissioner, director, trustee, officer, employee or agent of the Authority, or of any successor to the Authority, in any such person’s individual capacity, and no such person, in his individual capacity, shall be liable personally for any breach or nonobservance of or for any failure to perform, fulfill or comply with any such stipulations, covenants, agreements or the principal of or premium, if any, or interest on any of the Bonds or for any claim based thereon or on any such stipulation, covenant, agreement or obligation, against any such person, in his individual capacity, either directly or through the Authority or any successor to the Authority, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such person, in his individual capacity, is hereby expressly waived and released.

The Owner of this Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any default under the Indenture, or to institute, appear in or defend any suit or other proceedings with respect thereto, unless certain circumstances described in the Indenture shall have occurred.  In certain events, on the conditions, in the manner and with the effect set forth in the Indenture, the principal of all the Bonds issued under the Indenture and then Outstanding may become or may be declared due and payable before the stated maturity thereof, together with interest accrued thereon.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modifications of the rights and obligations of the Authority and the

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rights of the Owners of the Bonds at any time by the Authority with the consent of the Bank and the Owners of all Bonds at the time Outstanding.  Any such consent or any waiver by the Bank and the Owners of all Bonds at the time Outstanding shall be conclusive and binding upon the Owner of this Bonds and upon all future Owners of this Bond or of any Bond issued in replacement for this Bond upon transfer of ownership or exchange, whether or not notation of such consent or waiver is made upon this Bond or such replacement Bond.  The Indenture also contains provisions which, subject to certain conditions, permit or require the Trustee to waive certain past defaults under the Indenture and their consequences.

It is hereby certified, recited and declared that all acts, conditions and things required to exist, happen and be performed precedent to and in connection with the execution and delivery of the Indenture and the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by law; and that the issuance of this Bond and the issue of which it forms a part, together with all other obligations of the Authority, does not exceed or violate any constitutional or statutory limitation.

This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Indenture until the Trustee or the Tender Agent, as authenticating agent hereon shall have signed the certificate of authentication.

IN WITNESS WHEREOF, BERKS COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY has caused this Bond to be signed in its name and on its behalf by the manual or facsimile signature of its Chairman or Vice Chairman and its corporate seal to be affixed, imprinted or reproduced hereon and attested by the manual or facsimile signature of its Secretary or Assistant Secretary, all as of the Series Issue Date.

ATTEST:	BERKS COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY
SPECIMEN	By:	SPECIMEN
(Assistant) Secretary		(Vice) Chairman
(SEAL)

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CERTIFICATE OF AUTHENTICATION

This Bond is one of the Bonds of the issue described in the within-mentioned Trust Indenture.  The Text of the Opinion attached to this Bond is a true and correct copy of the text of an original Opinion issued by Rhoads & Sinon LLP, dated and delivered on the date of original delivery of, and payment for, such Bonds, that is on file at our corporate trust office in Harrisburg, Pennsylvania, where the same may be inspected.

	Dauphin Deposit Bank and Trust Company,
	as Trustee and Tender Agent
	By:	SPECIMEN
		Authorized Signature
Date of Authentication:

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FOR VALUE RECEIVED,                                                   , the undersigned, hereby sells, assigns and transfers unto                                              (Tax Identification or Social Security No.                         ) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints                                                as attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises.

Dated:	SPECIMEN
	NOTICE: The signature(s) to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever.
Signature Guaranteed:
SPECIMEN
NOTICE: Signature must be guaranteed by an approved eligible guarantor institution, an institution which is a participant in a signature guarantee program recognized by the Securities Transfer Association.

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EX-10.21

Exhibit 10.21

LOAN AGREEMENT

Dated as of February 1, 2000

by and between

BRADFORD COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY

and

STABLER COMPANIES INC.

Relating to Bradford County Industrial Development Authority
$4,500,000
Variable Rate Demand/Fixed Rate Revenue Bonds
(State Aggregates Inc.  Project)
Series of 2000

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS		2
SECTION 1.01.	Definitions	2
SECTION 1.02.	Content of Certificates and Opinions	2
SECTION 1.03.	Time of Day	3
SECTION 1.04.	Interpretation	3
ARTICLE II THE LOAN; USE OF PROCEEDS		4
SECTION 2.01.	Loan of Funds to the Company	4
SECTION 2.02.	Use of Proceeds	4
SECTION 2.03.	Establishment of Project Completion Date	4
ARTICLE III PAYMENT PROVISIONS		5
SECTION 3.01.	Agreement to Repay Loan; Credit for Letter of Credit Draws; Rebate Fund Payments	5
SECTION 3.02.	Letter of Credit	6
SECTION 3.03.	Loan Payments	6
SECTION 3.04.	Additional Payments; Taxes; Utility Charges	7
SECTION 3.05.	Acceleration of Payment to Redeem Bonds	8
SECTION 3.06.	All Payments to be Net; No Defense or Set-Off Against Loan Payments	9
ARTICLE IV COMPANY OBLIGATIONS		9
SECTION 4.01.	General Obligation of the Company	9
SECTION 4.02.	Maintenance and Operation of the Project Facilities	9
SECTION 4.03.	Maintenance of Existence	10
SECTION 4.04.	Compliance with Laws	10
SECTION 4.05.	Notice of Bankruptcy Case Commencement	10
SECTION 4.06.	Letter of Credit	10
SECTION 4.07.	Substitute Letter of Credit	11
SECTION 4.08.	Indemnification of Authority and Trustee, Etc.	12
ARTICLE V THE PROJECT FACILITIES		13
SECTION 5.01.	Completion of Project	13
SECTION 5.02.	Use of Project Facilities	14
SECTION 5.03.	Prohibited Uses	14
SECTION 5.04.	Changes in Scope of Project	15
ARTICLE VI INSURANCE; DESTRUCTION, DAMAGE, EMINENT DOMAIN		16
SECTION 6.01.	Insurance to be Maintained	16

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		Page
SECTION 6.02.	Destruction Damage and Eminent Domain	16
SECTION 6.03.	Notice of Property Damage, Loss or Taking	16
SECTION 6.04.	Disposition of Casualty Insurance and Condemnation Award Proceeds	16
ARTICLE VII ADDITIONAL REPRESENTATIONS AND COVENANTS OF THE COMPANY		17
SECTION 7.01.	Compliance with Law	17
SECTION 7.02.	Power to Perform Obligations. The Company represents that:	18
SECTION 7.03.	Inspection	18
SECTION 7.04.	Additional Information	18
SECTION 7.05.	Nondiscrimination	18
SECTION 7.06.	Preservation of the Tax-Exempt Status of Bonds	20
SECTION 7.07.	Hazardous Substances	20
SECTION 7.08.	Litigation	21
SECTION 7.09.	Tax Filings	21
SECTION 7.10.	No Existing Defaults	22
SECTION 7.11.	No Material Misstatements or Omissions	22
SECTION 7.12.	Inducement to Company	22
SECTION 7.13.	Cooperation with Trustee	22
SECTION 7.14.	Authority is Conduit Issuer; Company is Real Party in Interest; Covenant Not to Sue	22
SECTION 7.15.	Bank Consent Required	23
ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES		23
SECTION 8.01.	Events of Default	23
SECTION 8.02.	Acceleration	24
SECTION 8.03.	Payment of Loan Payments on Default: Suit Therefor	24
SECTION 8.04.	Other Remedies	25
SECTION 8.05.	Waiver	25
SECTION 8.06.	Cumulative Rights	25
SECTION 8.07.	No Exercise of Remedies Without Consent of Bank	26
SECTION 8.08.	Determination of Taxability Not a Default	26
ARTICLE IX OPTIONS TO TERMINATE AGREEMENT		26
SECTION 9.01.	Option to Terminate Upon Defeasance	26
SECTION 9.02.	Option to Terminate Upon the Occurrence of Certain Events	26
ARTICLE X MISCELLANEOUS		28
SECTION 10.01.	Approval of Indenture	28
SECTION 10.02.	Taxes and Insurance: Rights of Authority to Pay	28
SECTION 10.03.	Illegal Provisions Disregarded	28
SECTION 10.04.	Limitation of Liability of the Authority	28
SECTION 10.05.	No Recourse as to Authority Officers, Etc.	29

ii

		Page
SECTION 10.06.	Reference to Statute or Regulation	29
SECTION 10.07.	Notices	29
SECTION 10.08.	Applicable Law	31
SECTION 10.09.	Amendments	31
SECTION 10.10.	Term of Agreement: Disposition of Remaining Money	31
SECTION 10.11.	Assignment of Authority’s Rights	32
SECTION 10.12.	Assignment by Company	32
SECTION 10.13.	Survival of Covenants. Conditions and Representations	32
SECTION 10.14.	Headings	33
SECTION 10.15.	Multiple Counterparts	33
SECTION 10.16.	Consent of Authority	33
SECTION 10.17.	Covenants for Benefit of Bondholders and Bank	33

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THIS LOAN AGREEMENT, dated as of February 1, 2000 (the “Agreement”), is by and between Bradford County Industrial Development Authority (the “Authority”), a body corporate and politic and a public instrumentality of the Commonwealth of Pennsylvania organized and existing under the Act (which capitalized term and all other capitalized terms and phrases used in this Agreement, including the following recitals, shall have the meanings set forth in Article I hereof) and Stabler Companies Inc. (the “Company”), a Pennsylvania corporation.

WITNESSETH:

WHEREAS, the Authority is authorized under the Act to acquire, hold, construct, improve, maintain, own, finance, lease in the capacity of lessor or lessee, or sell industrial, commercial and other projects for the public purpose of alleviating unemployment, maintaining employment at a high level and creating and developing business opportunities, by the construction, improvement, rehabilitation, revitalization and financing of industrial, commercial and specialized facilities in the Commonwealth; and

WHEREAS, the Authority, to accomplish the purposes of the Act, is empowered to extend credit to such employment promoting enterprises in the name of the Authority and in such manner as it may deem proper, for such consideration and upon such terms and conditions as the Authority shall deem reasonable; and

WHEREAS, the Company has requested that the Authority provide a portion of the funds to finance the Project; and

WHEREAS, the Authority has determined that it shall undertake the financing of the Project pursuant to the provisions and requirements of the Act; and

WHEREAS, the Authority has, by resolution of its Board duly adopted on June 1 1999, (the “Resolution”), authorized issuance of its Variable Rate Demand/Fixed Rate Revenue Bonds (State Aggregates Inc.  Project), Series of 2000, in the aggregate principal amount of $4,500,000 (the “Bonds”), pursuant to the terms and provisions of a Trust Indenture, dated as of February 1, 2000 (which, together with all amendments and supplements thereto made in accordance with the terms thereof and of this Agreement, is herein referred to as the “Indenture”), between the Authority and Allfirst Bank, Harrisburg, Pennsylvania (which, together with its successors in the trust under the Indenture, is herein referred to as the “Trustee”), as trustee, for the purpose of financing a portion of the costs of the Project; and

WHEREAS, under the provisions of this Agreement the Authority will make a loan in the amount of $4,500,000 (the “Loan”) to the Company in connection with the Project, but only from the proceeds of the Bonds, and the Company will agree, among other things, to repay the Loan by making certain loan payments to the Authority, all as set forth herein, such loan payments to be made at times and in amounts sufficient to provide for the full and timely payment of the principal, interest, purchase price and redemption price of the Bonds as the same become due and payable upon maturity, optional redemption, sinking fund redemption, tender for purchase or acceleration upon an event of default; and

WHEREAS, the Company has caused First Union National Bank, Charlotte, North Carolina, to deliver an irrevocable letter of credit to the Trustee, under which the Trustee shall draw funds with which to pay the principal, interest, purchase price and redemption price of the Bonds as the same become due and payable upon maturity, redemption, tender for purchase or acceleration upon an event of default, all as more fully set forth in the Indenture and in the Bonds; and

WHEREAS, under the Indenture the Trustee has agreed to draw on the Letter of Credit at such times and in such amounts as shall be sufficient to pay when due the principal, interest, purchase price and redemption price of the Bonds and to credit all draws honored under the Letter of Credit against the Company’s obligation to make installment payments under this Agreement in respect thereof, and

WHEREAS, the Company shall reimburse the Bank for all amounts drawn under the Letter of Credit pursuant to the Reimbursement Agreement; and

WHEREAS, the Authority has determined to assign, transfer and pledge unto the Trustee, as trustee under the Indenture, all right, title and interest of the Authority in and to this Agreement and all sums payable hereunder, except the Unassigned Authority’s Rights; and

WHEREAS, the execution and delivery of this Agreement and the Indenture, and the issuance of the Bonds under the Act, have been in all respects duly and validly authorized by the Resolution of the Authority; and

WHEREAS, the Authority and the Company desire to enter into this Agreement to set forth the terms and conditions upon which the Authority will make the Loan and the Company shall repay the Loan.

NOW, THEREFORE, in consideration of the above premises and of the mutual covenants hereinafter contained, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01.Definitions.  Terms and phrases defined in the recitals to this Agreement shall have the same meanings throughout this Agreement.  Any term or phrase used herein that is defined in the Indenture shall have the meaning assigned to it in the Indenture, unless otherwise defined herein, and for such purposes the definitions set forth in the Indenture are hereby incorporated herein as part hereof Without limiting the generality of the foregoing, the phrase “Event of Default” when used in this Agreement shall have the meaning given to such phrase in Article WI hereof, unless the context shall clearly require otherwise.

SECTION 1.02.Content of Certificates and Opinions.  The Authority or the Trustee, as assignee of the Authority, may, but shall not be obligated to, require that every certificate or opinion provided for in this Agreement with respect to compliance with any provision of this Agreement or of the Indenture shall include (1) a statement to the effect that the

2

Person making or giving such certificate or opinion has read such provision and the definitions relating thereto; (2) a brief statement as to the nature and scope of the examination or investigation upon which the certificate or opinion is based; (3) a statement to the effect that such Person has made or caused to be made such examination or investigation as is necessary, in such Person’s opinion, to enable such Person to express an informed opinion with respect to the subject matter referred to in the instrument to which such Person’s signature is affixed; (4) a statement of the assumptions upon which such certificate or opinion is based, and that such assumptions are reasonable; and (5) a statement as to whether, in the opinion of such Person, such provision has been complied with.

Any such certificate or opinion made or given by an officer of the Authority or the Company may be based, insofar as it relates to legal or accounting matters, upon a certificate or opinion of, or representation by, Counsel or an Accountant, unless such officer knows, or in the exercise of reasonable care should have known, that the certificate, opinion or representation with respect to the matters upon which such certificate or statement may be based, as aforesaid, is erroneous.  Any such certificate or opinion made or given by Counsel or an Accountant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Authority or the Company, as the case may be) upon a certificate or opinion of or representation by an officer of the Authority or the Company, unless such Counsel or Accountant knows, or in the exercise of reasonable care should have known, that the certificate, opinion or representation with respect to the matters upon which such person’s certificate or opinion or representation may be based, as aforesaid, is erroneous.  The same officer of the Authority or the Company, or the same Counsel or Accountant, as the case may be, need not certify to all of the matters required to be certified under any provision of this Agreement, but different officers, Counsel or Accountants may certify to different matters.

SECTION 1.03.Time of Day.  In this Agreement, all references to any time of the day shall refer to Eastern Standard Time or Eastern Daylight Saving Time, as in effect in the City of New York, New York, on such day, unless otherwise specified.

SECTION 1.04.Interpretation.  (a)  Unless the context otherwise indicates, words expressed in the singular shall include the plural and vice versa and the use of the neuter, masculine, or feminine gender is for convenience only and shall be deemed to mean and include the neuter, masculine or feminine gender, as appropriate.

(b)Headings of articles and sections and the table of contents of this Agreement are solely for convenience of reference, do not constitute a part of this Agreement and shall not affect the meaning, construction or effect of this Agreement.

(c)All references herein to “Articles,” “Sections,” and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Agreement; the words “herein,” “hereof,” “hereby,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or subdivision of this Agreement.

(d)Whenever in this Agreement it is required that notice be provided to the Bank or that consent of the Bank be obtained, such provisions shall be effective only when

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(i) the Letter of Credit is in effect and the Bank is not in default thereunder, (ii) the Bank, in its capacity as provider of the Letter of Credit, is the Holder of any Bonds, or (iii) any amounts are due and owing to the Bank under the Reimbursement Agreement.

ARTICLE II

THE LOAN; USE OF PROCEEDS

SECTION 2.01.Loan of Funds to the Company.  The Authority hereby agrees that, simultaneously with the execution and delivery of this Agreement, it will make the Loan to the Company in the amount of $4,500,000, upon the terms and conditions specified herein and in the Indenture, but only out of the proceeds of sale of the Bonds.  Except as otherwise set forth below, the proceeds of the Loan shall be applied to payment of Costs of the Project upon proper requisitions submitted to the Trustee in compliance with the terms and conditions of the Indenture.

The Company hereby acknowledges and agrees that the Bonds have been sold upon terms and conditions which are satisfactory to the Company and that the payment of costs and expenses of issuance of the Bonds, including any underwriter’s discount or placement agent’s fee, in accordance with the terms of the accepted contract for purchase or placement of the Bonds or in accordance with the settlement sheet, order, requisition or other authorization for payment duly signed by an Authority Officer and an Authorized Representative of the Company at the time of delivery of and settlement for the Bonds shall constitute an advance of Loan proceeds.  The Company further agrees that the deposit of proceeds of the Bonds in the Project Fund, from which the Company may requisition money for payment of the Costs of the Project, shall also constitute an advance of Loan proceeds, such that the full amount of $4,500,000 shall be deemed conclusively to have been advanced to the Company by the Authority.

SECTION 2.02.Use of Proceeds.  The proceeds of sale of the Bonds, net of any underwriter’s discount or placement agent’s fee, shall be deposited initially by the Trustee in the Clearing Fund established under the Indenture and disbursed and transferred in accordance with the Indenture; any balance transferred to the Project Fund under the Indenture shall be invested in accordance with the terms and provisions of the Indenture (which provides that investment of money therein may be directed by the Company) pending disbursement to pay Costs of the Project upon requisition or requisitions signed by an Authorized Representative of the Company.

The Company covenants and agrees to apply the proceeds of the Loan only for (i) payment of the initial fees of the Bank for the Letter of Credit and Issuance Costs, subject however, to the limitations of Section 147(g) of the Code and (ii) payment of costs of acquisition or construction of the Project that are eligible to be financed with the proceeds of tax-exempt bonds issued as “qualified small-issue bonds” within the meaning of Section 144(a) of the Code.

SECTION 2.03.Establishment of Project Completion Date.

(a)The Completion Date shall be evidenced to the Authority and the Trustee by a certificate signed by an Authorized Representative of the Company stating that (i)

4

construction of the Project has been completed and all costs and expenses of labor, services, materials and supplies used in connection with such construction have been paid; (ii) all equipment being acquired as part of the Project with proceeds of the Bonds has been installed, is suitable and sufficient, as so installed, for the operation of the Project Facilities, and all costs and expenses incurred in the acquisition and installation of such equipment have been paid, and (iii) all other items of construction or acquisition constituting part of the Project and all costs and expenses incurred in connection therewith have been paid; provided, however, that such certificate may state that it is given without prejudice to any rights against third parties which exist at the date of such certificate or which may subsequently come into being.  The Company agrees to furnish such certificate to the Authority and the Trustee promptly following completion of the acquisition, construction and equipping of the Project.  If any funds remain in the Project Fund upon the Trustee’s receipt of such certificate, the Trustee shall give the Company an accounting thereof and, upon receipt of proper requisitions, shall pay or reimburse the Company for any Costs of the Project not previously paid or reimbursed from the Project Fund.  All funds remaining in the Project Fund on the thirtieth (30th) day following the Trustee’s receipt of the certificate contemplated by this Subsection (a) (except such funds as shall be required to pay requisitions theretofore submitted to the Trustee and amounts, if any, representing the unspent balance of the Company’s equity contribution to the Project) shall be transferred promptly by the Trustee into the Bond Fund and applied as set forth in Subsection (b) below.

(b)If, after the Trustee receives the certificate described in Subsection (a) above and pays or makes provision for payment of all final requisitions on the Project Fund submitted by or on behalf of the Company, at least ninety-five percent (95%) of the sum of (i) the actual amount of the proceeds received by the Authority from the sale of the Bonds (including any underwriting discount or placement agent’s fee), and (ii) all investment earnings on money in the Project Fund, has not been used (A) for the acquisition, construction, reconstruction or improvement of land or property of a character subject to the allowance for depreciation under the Code, or (B) for payment of amounts which are, for federal income tax purposes, chargeable to the Project’s capital account or would be so chargeable either with a proper election by the Company or but for a proper election by the Company to deduct such amounts, any amount (exclusive of amounts retained by the Trustee in the Project Fund for payment of Costs of the Project not then due and payable) remaining in the Project Fund shall be transferred by the Trustee to a separate sub-account of the Bond Fund and used by the Trustee in accordance with the terms of Section 6.08 of the Indenture.

ARTICLE III

PAYMENT PROVISIONS

SECTION 3.01.Agreement to Repay Loan; Credit for Letter of Credit Draws; Rebate Fund Payments.

(a)The Company hereby agrees to duly and punctually pay (i)the principal, premium, if any, and interest due and payable on the Bonds, (ii) the purchase price of Bonds tendered for purchase in accordance with the terms thereof and of the Indenture, and (iii) any other amounts due and payable by the Company under this Agreement.   The Company shall be given an immediate credit in the amount of all draws paid to the Trustee under the Letter of

5

Credit against the loan payments due hereunder in respect of the principal, interest, redemption price or purchase price of Bonds.  Any portion of the loan payments due under this Agreement which is not timely paid (upon proper demand under the Letter of Credit by the Trustee) from draws under the Letter of Credit shall be paid to the Trustee directly by the Company as provided in Section 3.03 hereof.  Any other amounts required to be paid under this Agreement shall be paid by the Company to the party entitled to receive same hereunder and in the manner provided for herein.  Loan payments shall be made by the Company with the Company’s funds, except to the extent a credit in respect thereof has been granted pursuant to the terms of this Agreement.    It is the intention of the Authority and the Company that, notwithstanding any other provision of this Agreement, the Authority shall receive funds from the Company under this Agreement at such times and in such amounts as will enable the Authority to meet all of its obligations under the Bonds and the Indenture, including any such obligations surviving the payment of the Bonds and the defeasance of the Indenture.

(b)The Company hereby agrees to pay to the Trustee, from time to time and on or before such date or dates as shall be necessary to comply with Section 6.13 of the Indenture, any and all amounts required to be deposited in the Rebate Fund to pay or provide for the payment or arbitrage rebate with respect to the Bonds to the United States in accordance with Section 148(f) of the Code and applicable regulations.

SECTION 3.02.Letter of Credit.  Concurrently with the issuance of the Bonds by the Authority, the Company shall cause the Bank to issue and deliver the Letter of Credit to the Trustee.  Such Letter of Credit shall authorize the Trustee to make draws on the Bank, up to an aggregate stated amount of $4,585,069 of which not more than $4,500,000 shall be in respect of principal on the Bonds and not more than $85,069 shall be in respect of up to forty-six (46) days’ interest accrued on the Bonds on or prior to the maturity thereof computed at the Maximum Rate.

SECTION 3.03.Loan Payments.  The Company shall pay to the Trustee, as assignee of the Authority, for deposit in the Bond Fund, the following sums on or before the dates specified, and each such payment is herein referred to as a “Loan Payment” or “loan payment”:

(i)On each Interest Payment Date and on each other date that any payment of principal, premium, if any, or interest is required to be made by the Authority with respect to the Bonds, until the principal o£ premium, if any, and interest on the Bonds shall have been My paid or provision for the payment thereof shall have been made in accordance with the Indenture, in immediately available funds, a sum which, together with any money available for such payment in the Bond Fund, will enable the Trustee to pay the amount due on such date for interest, premium, if any, or principal with respect to the Bonds as provided in the Indenture; provided, however, that the obligation of the Company to make any payment under this clause (i) shall be deemed satisfied and discharged to the extent the Bank shall have honored a drawing against the Letter of Credit made by the Trustee with respect to the payment of such amount due with respect to the Bonds.

(ii)On each date that the Purchase Price of Bonds shall be due and payable, such amount as shall be necessary to enable the Tender Agent to pay the Purchase

6

Price of Bonds duly tendered to it for purchase, all as more particularly described in Sections 5.01, 5.03 and 5.04 of the Indenture; provided, however, that credit shall be given against the obligation of the Company to make any payment under this clause (ii) in an amount equal to the money available for such payment as described in subsection (i) or (ii) of Section 5.05(a) of the Indenture; and provided, further, that the obligation of the Company to make any payment under this clause (ii) shall be deemed satisfied and discharged to the extent the Bank shall have honored a drawing against the Letter of Credit made by the Trustee with respect to the payment of such amount due with respect to the Bonds.

(iii)Additionally, from time to time, the Company shall make such payments as shall be necessary to make up any deficiency in or to fully fund the Project Fund established under the Indenture.

It is understood and agreed that all amounts payable by the Company under this Section have been assigned by the Authority to the Trustee for the benefit of the Owners of the Bonds.  The Company consents to such assignment and agrees to make payment of such amounts, when due, directly to the Trustee at its Designated Office, or at such other office of the Trustee as the Trustee shall direct the Company in writing.

SECTION 3.04.Additional Payments; Taxes; Utility Charges.  As additional consideration for the Loan, the Company agrees to make the following payments (which are herein referred to as the “Additional Payments”);

(a)To the public officers charged with the collection thereof, all taxes (or contributions or payments in lieu thereof), including but not limited to income, profits or property taxes, which may now or hereafter be imposed by the United States of America, any state or municipality or any political subdivision or subdivisions thereof, and all assessments for public improvements or other assessments, levies, license fees, charges for publicly supplied water or sewer services, excises, franchises, imposts and charges, general and special, ordinary and extraordinary (including interest, penalties and all costs resulting from delayed payment of any of the foregoing) of whatever name, nature and kind and whether or not now within the contemplation of the parties hereto and which are now or may hereafter be levied, assessed, charged or imposed or which are or may become a lien upon the payments due under the Agreement, the Project Facilities or the use or occupation thereof, or upon the Company or the Authority (but only to the extent attributable to or properly allocable to the Bonds, this Agreement, the Project or the Project Facilities), or upon any franchises, businesses, transactions, income, earnings and receipts (gross, net or otherwise) of the Company in connection with the Project Facilities, or its earnings, profits or receipts from, or its leasing or subleasing of, the Project Facilities; provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any tax, assessment, lien or other matter hereunder so long as the validity thereof is being contested in good faith and by appropriate legal proceedings diligently pursued and the operation of the Project Facilities or the receipt of income therefrom is not adversely affected by reason thereof;

(b)To the Trustee, the Remarketing Agent, the Placement Agent, the Tender Agent and the Bank, the reasonable fees, charges and other expenses of such Persons with respect to the duties assumed and services provided in accordance with the terms of the

7

Indenture, the Remarketing Agreement, the Placement Agreement, the Tender Agent Agreement and the Reimbursement Agreement;

(c)To such other Persons as may be entitled to the payment of the same, the reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority, the Trustee or the Tender Agent for the preparation of audits, financial statements, reports or opinions required to be made or delivered by the terms of this Agreement or the Indenture and for the provision of any other services required of such experts under this Agreement or the Indenture; and

(d)To the Authority, (i) upon execution and delivery hereof, an administrative fee of $5,600, plus (ii) all reasonable fees and expenses incurred by the Authority, including fees and expenses of legal counsel retained by the Authority in connection with any litigation which may at any time be instituted involving this Agreement, the Bonds, the Indenture, or any of the other documents contemplated thereby, or incurred in connection with the supervision or inspection of the Project or the Project Facilities, or otherwise in connection with this Agreement, the Indenture, the Bonds, the Tender Agent Agreement, the Remarketing Agreement, any of the other documents, instruments or agreements in connection therewith or the Project or the Project Facilities.

All Additional Payments described in clause (a) above shall be due and payable when and as the subject taxes, assessments, levies, license fees, utility charges or other impositions shall be due and payable in accordance with applicable law, subject, however, to the Company’s right to contest payment of the same, as set forth above.  All other Additional Payments described in this Section shall be billed to the Company by the Authority, the Trustee, the Remarketing Agent, the Tender Agent or the Bank, as the case may be, from time to time, and shall be due and payable by the Company within thirty (30) days following the Company’s receipt of the bill or by any later date as may be specified in the bill.  All bills for Additional Payments (other than Additional Payments described in clause (a) or clause (dXQ above) shall be accompanied by or include a statement certifying that the amount billed has been paid or incurred by the billing party and shall be accompanied by reasonable supporting documentation.

SECTION 3.05.Acceleration of Payment to Redeem Bonds.  Whenever the Bonds are subject to optional redemption or extraordinary redemption pursuant to the Indenture and the provisions hereof, the Authority will, upon request of the Company, direct the Trustee to call the same for redemption as provided in the Indenture.  Whenever any Bond is subject to mandatory redemption pursuant to the Indenture, the Company will cooperate with the Authority and the Trustee in effecting such redemption.  In the event of any mandatory, optional or extraordinary redemption of the Bonds, the Company will pay or cause to be paid to the Trustee an amount equal to the applicable redemption price as a prepayment of that portion of the Loan Payments corresponding to the Bonds to be redeemed together with interest accrued to the date of redemption and will also pay all fees and expenses of the Authority and the Trustee arising with respect to such redemption or otherwise due and owing hereunder or under the Indenture at such times and in such amounts as are required to effect the mandatory, optional or extraordinary redemption of the Bonds under the terms of the Indenture; provided, however, that the obligation of the Company to make any payment in respect of the redemption of Bonds shall be deemed satisfied and discharged to the extent the Bank shall have honored a drawing against the Letter of

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Credit made by the Trustee with respect to payment of the amount of principal, premium, if any, and interest on the Bonds upon such redemption.

SECTION 3.06.All Payments to be Net; No Defense or Set-Off Against Loan Payments.  All Loan Payments and other sums due and payable under this Agreement by the Company to the Authority or to any assignee of the Authority, including the Trustee and the Bank, shall be absolutely net to the Authority or such assignee, free of any taxes, costs, liabilities or other deductions whatsoever with respect to the Project Facilities and the maintenance, repair, or use thereof or any portion thereof, so that this Agreement shall yield all amounts due hereunder net to the Authority or to any such assignee throughout the term hereof

The obligations of the Company to make Loan Payments shall be absolute and unconditional without any defense or set-off for any reason, including, without limitation, failure to undertake or to complete the Project, any acts or circumstances that may constitute failure of consideration, destruction of or damage to the Project Facilities, invalidity or unenforceability of the Bonds, commercial frustration of purpose or failure of the Authority to perform or observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with this Agreement, it being the intention of the parties that the payments required of the Company hereunder will be paid in full when due without any delay or diminution whatsoever.

ARTICLE IV

COMPANY OBLIGATIONS

SECTION 4.01.General Obligation of the Company.  This Agreement constitutes a general obligation of the Company and the full faith and credit of the Company is pledged to the payment of all amounts due hereunder.

SECTION 4.02.Maintenance and Operation of the Project Facilities.  During the term of this Agreement, the Company covenants and agrees that at its own cost and expense it will:

(a)keep and maintain the Project Facilities and all additions and improvements thereto, or cause the same to be kept and maintained, in good repair and condition, excepting reasonable wear and tear;

(b)pay, or cause to be paid, any and all operating costs and other costs and expenses arising out of use and occupancy of the Project Facilities; and

(c)timely pay for any improvements to the Project Facilities lawfully done or lawfully ordered to be done by any municipal, state or federal authority and to comply in all material respects with all lawful and enforceable notices received (whether by the Authority or the Company) from public authorities from and after the date hereof that affect the Project Facilities and the use and operation thereof, other than those improvements, orders and notices the amount, validity or application of which is at the time being contested, in whole or in part, in good faith and by appropriate proceedings promptly initiated and diligently conducted.

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SECTION 4.03.Maintenance of Existence.  Except as otherwise permitted in the Reimbursement Agreement, Company agrees that it will maintain its existence as a Pennsylvania corporation, will not dissolve or otherwise dispose of all or substantially all of its assets, and will not consolidate with or merge into another entity.

SECTION 4.04.Compliance with Laws.  With respect to the Project Facilities and any additions, alterations or improvements thereto, the Company will at all times comply with all applicable requirements of federal, state, and local laws and with all applicable lawful requirements of any agency, board, or commission created under laws of the Commonwealth or of any other duly constituted public authority, and will use, and permit the use of, the Project Facilities only for such purposes as are lawful under the Act; provided, however, that the Company shall be deemed in compliance with this Section notwithstanding its failure or refusal to comply with any such requirement, so long as it is contesting such requirement in good faith and by appropriate legal proceedings.

SECTION 4.05.Notice of Bankruptcy Case Commencement.  The Company covenants and agrees that it shall immediately notify the Authority, the Bank, the Trustee, the Tender Agent and the Placement Agent of the commencement of any case by or against it under the Bankruptcy Code.

SECTION 4.06.Letter of Credit.  Concurrently with the initial delivery of the Bonds pursuant to the Indenture, the Company shall cause the initial Letter of Credit to be issued by the Bank, which Letter of Credit (1) shall be substantially in the same form as the exhibit attached to the Reimbursement Agreement; (2) shall be dated the date of delivery of the Bonds; (3) shall authorize the Trustee to draw on the Bank, subject to the terms and conditions thereof, up to (a) an amount equal to the principal amount of the Bonds (i) to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 46 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bonds.  The Letter of Credit may be extended or may be replaced by a Substitute Letter of Credit complying with the provisions of the Indenture.

It is anticipated that all payments of principal of and interest on the Bonds, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the Letter of Credit.  The Company shall take whatever action may be necessary to maintain the Letter of Credit (or a Substitute Letter of Credit) in full force and effect during the period required by the Indenture, including the payment of any transfer fees required by the Bank upon any transfer of the Letter of Credit to any successor Trustee.

The Company acknowledges its responsibility to arrange for an extension of the expiration date of the Letter of Credit or the issuance and delivery of a Substitute Letter of Credit (which, as defined in the Indenture, includes an extension of the Letter of Credit) on or before

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the Interest Payment Date on the Bonds immediately preceding the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture.  The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect to the delivery o£ or failure to deliver, a Substitute Letter of Credit.

SECTION 4.07.Substitute Letter of Credit.  The Company may provide for the delivery to the Trustee of a Substitute Letter of Credit at any time upon thirty (30) days’ prior written notice to the Trustee, the Tender Agent, the Remarketing Agent and the Authority.  Unless the Company shall deliver to the Trustee on or before the thirtieth (30th) Business Day prior to the Letter of Credit Termination Date a signed, written commitment from the Bank or a Substitute Bank to issue a Substitute Letter of Credit on or before such Interest Payment Date, the Bonds shall be called for mandatory redemption in accordance with the terms thereof and of the Indenture.

On or before the date of the delivery of any Substitute Letter of Credit to the Trustee, the Company shall furnish to the Authority, the Trustee and the Remarketing Agent, as a condition to the acceptance of any Substitute Letter of Credit by the Trustee, the following:

(i)written evidence that (A) the issuer of such Substitute Letter of Credit is a commercial bank, bank and trust company, national bank, savings and loan association or savings bank organized and doing business in the United States or a branch or agency of a foreign commercial bank located and doing business in the United States and subject to regulation by state or federal banking regulatory authorities and (B) the long-term unsecured debt of the issuer of such Substitute Letter of Credit has been assigned a credit rating by Moody’s not lower than the lower of the then current rating on the Bonds and “Aa3”;

(ii)an Opinion of Bond Counsel stating that the delivery of such Substitute Letter of Credit (A) is authorized under this Agreement, the Indenture and the Act and complies with the terms hereof and (B)does not adversely affect the exclusion from gross income of the interest on the Bonds for federal income tax purposes,

(iii)an Opinion of Counsel satisfactory to the Trustee, the Authority, the Company and the Remarketing Agent to the effect that (A) the Substitute Letter of Credit is the legal, valid and binding obligation of the issuer thereof (or, in the case of a branch or agency of a foreign commercial bank, the branch or agency), enforceable in accordance with its terms, (B) payments of principal, premium, if any (if such Substitute Letter of Credit secures the payment of premium), interest or purchase price with respect to the Bonds from the proceeds of a drawing on the Substitute Letter of Credit will not constitute avoidable preferences under the Bankruptcy Code or other applicable laws and regulations, and (C) it is not necessary to register the Substitute Letter of Credit under the Securities Act of 1933, as amended, or to qualify an indenture with respect thereto under the Trust Indenture Act of 1939, as amended; and

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(iv)written evidence from each Rating Agency (if any) then maintaining a credit rating on the Bonds that its rating on the Bonds will not be reduced or withdrawn as a result of the acceptance of the Substitute Letter of Credit.

In the case of a Substitute Letter of Credit issued by a branch or agency of a foreign commercial bank, there shall also be delivered an Opinion of Counsel from counsel who is licensed to practice law in the jurisdiction in which the head office of the issuer of such letter of credit is located and satisfactory to the Trustee, the Authority, the Company and the Remarketing Agent, to the effect that the Substitute Letter of Credit is the legal, valid and binding obligation of the issuing bank and enforceable in accordance with its terms.  The Trustee shall accept any such Substitute Letter of Credit only in accordance with the terms, and upon the satisfaction of the conditions, contained in this Section and any other provisions applicable to acceptance of a Substitute Letter of Credit under this Agreement and the Indenture.

SECTION 4.08.Indemnification of Authority and Trustee, Etc.

(a)The Company agrees that at all times it will protect and hold the Authority, its officers, members, employees and agents harmless and indemnified from and against ail claims for losses, damages or injuries to others, including death, personal injury and property damage or loss, arising out of the acquisition, construction, installation or equipping of the Project, or otherwise with respect to the Project Facilities or any interest of the Authority therein, whether or not such claim is made or such loss, damage or injury occurs during the term of this Agreement; and the Authority shall not be liable for any loss, damage or injury to the person or property of the Company or its agents, servants or employees or any other person who or which may be upon the Project Facilities or damaged or injured as a result of any condition existing or activity occurring upon the Project Facilities or any other matter connected directly or indirectly therewith due to any act or negligence of any person, excepting only willful misconduct of the Authority, its officers, agents, members or employees.  The indemnity provided for in this subsection (a) shall be effective only to the extent that any loss sustained by the Authority, its officers, members, employees and agents shall be in excess of the net proceeds recovered by the Authority upon any insurance carried with respect to the loss sustained, but the Authority shall have no duty or obligation to obtain or to maintain any such insurance, such duty and obligation being solely that of the Company.  The Company hereby releases the Authority from and agrees to indemnify and hold harmless the Authority from any other liability whether arising out of a tort, contractual or other claim of any nature whatsoever pertaining to the acquisition or construction of the Project or any other acquisition or construction undertaken with respect to the Project Facilities or with respect to operation of the Project Facilities, the performance of this Agreement or the Indenture or the issuance of the Bonds, except liabilities that result from the willful misconduct of the Authority.

(b)The Company hereby covenants and agrees that it will indemnify the Trustee against any and all claims arising out of the Trustee’s exercise and performance of powers and duties granted unto it by the Indenture and hereunder, except those claims and liabilities that result from the Trustee’s willful misconduct or gross negligence.

(c)To the fullest extent permitted by law, the Company will indemnity, hold harmless and defend the Authority and the Trustee, and the respective officers,

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members, directors, officials and employees of each of them, against all losses, costs, damages, expenses, suits, judgments, actions and liabilities of whatever nature including, specifically, any liability under any state or federal securities laws (including but not limited to reasonable attorneys’ fees, litigation and court costs, amounts paid in settlement and amounts paid to discharge judgments) directly or indirectly resulting from or arising out of or related to: (i) the acquisition, construction, installation, operation, use, maintenance or ownership of the Project or the Project Facilities (including compliance with laws, ordinances and rules and regulations of public authorities relating thereto); or (ii) any statements or representations with respect to the Company or the Project, the Project Facilities and any representations made in this Agreement, the Bonds, the Indenture, the Letter of Credit, the Reimbursement Agreement or any other documents or instruments delivered at or in connection with the closing held on the Closing Date (including any statements or representations made in connection with the offer or sale of the Bonds) made or given to the Authority, the Trustee or any underwriters or purchasers of any of the Bonds by the Company or any of its officers, agents or employees, including, but not limited to, statements or representations of facts, financial information or corporate affairs.  The Company also will pay and discharge and indemnify, and hold harmless the Authority and the Trustee from, (x) any lien or charge upon payments made by the Company to the Authority and the Trustee under this Agreement and (y) any taxes (including, without limitation, any ad valorem taxes and sales taxes, assessments, impositions and other charges in respect of any portion of the Project Facilities).  If any such claim is asserted, or any such lien or charge upon payments, or any such taxes, assessments, impositions or other charges are sought to be imposed, the Authority or the Trustee will give prompt notice to the Company, and the Company will have the sole right and duty to assume, and will assume, the defense thereof, with full power to litigate, compromise or settle the same in its sole discretion.

(d)If the indemnification provided for herein is for any reason determined to be unavailable to the Authority or the Trustee with respect to any loss, claim, demand or liability, including expenses in connection therewith, the Authority or the Trustee as appropriate, shall be entitled as a matter of right to contribution by the Company.  The amount of such contribution shall be in such proportion as is appropriate to reflect relative culpability of the parties.

(e)The provisions of this Section shall survive the termination and discharge of this Agreement and the Indenture.

ARTICLE V

THE PROJECT FACILITIES

SECTION 5.01.Completion of Project.  The Company represents, covenants and agrees as follows:

(a)the Company shall, not later than the date of issuance and delivery of the Bonds, acquire fee simple title or exclusive rights to occupy the Property and all other real estate upon which the Project Facilities are or are to be located, for a period not less than the final maturity of the Bonds, and any real estate upon which any construction or acquisition constituting part of the Project will take place;

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(b)the Company has acquired, or will acquire before they are needed, all permits, licenses, easements, rights of way and other interests in land necessary for, and has satisfied or will satisfy all other requirements applicable to, the acquisition and construction related to the Project and the use, occupancy and operation of the Project Facilities;

(c)the Company shall construct, install, equip or improve the Project Facilities as contemplated by the Project with all reasonable dispatch and in accordance with applicable law, employing for such purposes such contractors and workmen as it may select;

(d)the Company shall pay when due all costs and expenses incurred in connection with the acquisition and construction of the Project, expending its own funds (or funds derived from sources other than the proceeds of the Bonds) for the purpose if and to the extent that (i) the proceeds of the Bonds are insufficient to pay all such costs and expenses, or (ii) such costs and expenses are ineligible to be financed with proceeds of “qualified small issue bonds” issued in accordance with Section 144(a)(12) of the Code, including, without limiting the generality of the foregoing, issuance costs of the Bonds which, together with other issuance costs of the Bonds paid from the proceeds of the Bonds, exceed two percent (2%) of the proceeds of the Bonds, within the meaning of Section 147(g) of the Code; without limiting the generality of the foregoing, the Company’s equity contribution to the Project is expected to be at least $300,000, based on the Project budget as of the Closing Date, of which the amount by which issuance costs of the Bonds exceed the aforesaid 2% limit shall be paid to the Trustee for deposit in the Clearing Fund on the Closing Date and the balance shall be paid to the Trustee for deposit to the Project Fund as and when required by the Bank in accordance with the Reimbursement Agreement;

(e)the Company shall let all contracts for acquisition, construction and equipping of the Project, and all such contracts, and all other contracts made by the Company with respect to acquisition, construction, improvement, equipping or repair of the Project Facilities and any work to be done by the Company on the Project Facilities, are and shall be made or done by the Company on its own behalf and not as agent or contractor for the Authority.

SECTION 5.02.Use of Project Facilities.  The Company represents, covenants and agrees that each of the Project Facilities are to be used only as a “manufacturing facility” within the meaning of Section 144(a)(12) of the Code; provided, however, that a portion of the Project Facilities may be used as a facility which is directly related and ancillary to such manufacturing facility, within the meaning of such Section of the Code.

The Company further represents that it presently intends to use and operate the Project Facilities in a manner consistent with the Act until the date on which the Bonds have been fully paid and knows of no reason why the Project Facilities will not be, or cannot be, so used and operated.

SECTION 5.03.Prohibited Uses.  So long as any Bonds remain outstanding and unpaid, the Company covenants and agrees that it shall not, and shall not permit any other Person to:

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(a)use or occupy the Project Facilities or any part thereof as other than a “manufacturing facility” within the meaning of Section 144(a)(12) of the Code; provided, however, that the Company may use or permit the use of a portion of the Project Facilities as a facility which is directly related and ancillary to a manufacturing facility, within the meaning of such Section;

(b)use any portion of the proceeds of the Bonds to provide any airplane, skybox or other private luxury box, health club facility, facility primarily used for gambling, or store the principal business of which is the sale of alcoholic beverages for consumption off premises, all within the meaning of Section 147(e) of the Code;

(c)use any portion of the proceeds of the Bonds to acquire any property (or any interest) therein (other than land) unless the first use of such property is pursuant to such acquisition, unless with respect to any building (and the equipment therefor) constituting a part of the Project Facilities, the rehabilitation expenditures (as denned in Section 147(d) of the Code) with respect to such building equal or exceed 15 percent of the portion of the cost of acquiring such building (and equipment) financed with the net proceeds of the Bonds (or with respect to any structure other than a building, the rehabilitation expenditures with respect to such structure equal or exceed 100 percent of the portion of the cost of acquiring the same so financed);

(d)use 25 percent or more of the net proceeds of the Bonds directly or indirectly to acquire land (or an interest therein), within the meaning of Section 147(c) of the Code;

(e)use more than two percent (2%) of the proceeds of sale of the Bonds to finance issuance costs of the Bonds, within the meaning of Section 147(g) of the Code;

(f)use, directly or indirectly, any of the funds provided by the Authority hereunder or any of its own funds, or direct the Trustee to invest any funds held by it under the Indenture, in such manner as would cause any of the Bonds to be an “arbitrage bond” within the meaning of Section 148(a) of the Code;

(g)take any other action whereby the Project Facilities will be used, or the proceeds of the Bonds will be used or invested, in such a manner as will cause interest on the Bonds to includible in the gross income of the Owners thereof (other than any Owner of Bonds who is a “substantial user” of the Project Facilities or a “related person” to such a “substantial user,” within the meaning of Section 147(a) of the Code) for purposes of federal income taxation.

SECTION 5.04.Changes in Scope of Project.  The Company may, at its option and at its own cost and expense, at any time and from time to time, make such additions and changes to the Project as it may deem to be desirable for its uses and purposes, provided, however, that no addition or change in the scope of the Project that is substantial in relation to the approvals obtained for issuance of the Bonds under the Act and the Code shall be made unless the Company shall have first obtained and filed with the Authority and the Trustee an opinion of Bond Counsel to the effect that such addition or change is authorized or permitted

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under the Act and will not adversely affect the exclusion from gross income of interest on the Bonds under the Code.

ARTICLE VI

INSURANCE; DESTRUCTION, DAMAGE, EMINENT DOMAIN

SECTION 6.01.Insurance to be Maintained.  The Company covenants to provide and maintain, or cause to be provided and maintained, continuously, unless otherwise herein provided, adequate insurance on the Project Facilities as shall be mutually agreed upon by the Bank and the Company.  Each insurance policy with respect to the Project Facilities shall name the Bank, the Authority and the Trustee as additional insureds.  All policies of insurance required by this Section, copies thereof, or certificates of insurance with respect thereto shall be deposited with the Trustee.

SECTION 6.02.Destruction Damage and Eminent Domain.  If the Project Facilities shall be wholly or partially destroyed or damaged by fire or other casualty covered by insurance, or shall be wholly or partially condemned, taken or injured by any Person, including any Person possessing the right to exercise the power of eminent domain, or a power in the nature of eminent domain, or shall be transferred to such a Person by way of a conveyance in lieu of the exercise of such a power by such a Person, the Company covenants that it will take all actions and will do all things which may be necessary to enable recovery to be made upon such policies of fire or casualty insurance or on account of such taking, condemnation, conveyance, damage or injury.  The Net Proceeds of any such fire or casualty insurance claim or condemnation award recovered with respect to the Project Facilities shall be deposited in the Project Fund under the Indenture and shall be applied in accordance with the provisions of Section 6.04 hereof; provided, however, that so long as the Bank is not in default under the terms of the Letter of Credit, the applicable provisions of the Reimbursement Agreement shall control the disposition of Net Proceeds of fire or casualty insurance claims or condemnation awards with respect to the Project Facilities.  The Company is authorized, in its own name, as trustee of an express trust, to demand, collect, sue, settle claims, receipt and release moneys which may be due and payable under policies of fire or casualty insurance covering such damage or destruction or on account of such condemnation, damage or injury.  Any appraisement or adjustment of loss or damage and any settlement or payment therefor shall be agreed upon by the Company, the Bank (as long as the Bank is not in default under the Letter of Credit) and the appropriate insurer or condemnor, and shall be evidenced to the Bank by the certificate and approvals required by the Indenture.  The Bank may rely conclusively upon such certificates.

SECTION 6.03.Notice of Property Damage, Loss or Taking.  Within five (5) Business Days following the occurrence of any loss or damage to, or after receipt of notice of condemnation of, all or any part of the Project Facilities which materially and adversely affects the ownership, operation, maintenance or use of the Project Facilities for their intended purpose, the Company shall notify the Authority, the Trustee and the Bank, in writing, of such occurrence or of the receipt of such notice, as the case may be.

SECTION 6.04.Disposition of Casualty Insurance and Condemnation Award Proceeds.  So long as the Company is not in default under the terms of this Agreement,

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the Company may elect, in its discretion, by written notice to the Trustee, to apply the Net Proceeds of any fire or casualty insurance claim or condemnation award with respect to loss or damage to the Project Facilities or any portion thereof (i) to the repair, reconstruction or replacement of damaged, destroyed or injured property comprising part of the Project Facilities, or (ii) to the redemption of Bonds pursuant to the applicable provisions of the Indenture; Provided, however, that the Company shall first obtain the consent of the Bank, if such consent shall be required by the Reimbursement Agreement.

Unless an Event of Default described in this Agreement has occurred and remains uncured or the Trustee has not received timely direction from the Company with respect to the application of the Net Proceeds of fire or casualty insurance or condemnation awards with respect to the Project Facilities, such Net Proceeds shall be applied to the extraordinary redemption of Bonds in accordance with the terms and provisions of the Bonds and of the Indenture.  For purposes of the preceding sentence, a direction shall be timely if given within thirty (30) days after the Company has agreed upon a settlement or payment with respect to any appraisement or adjustment of the loss or damage with respect to which such Net Proceeds are received.

ARTICLE VII

ADDITIONAL REPRESENTATIONS AND COVENANTS OF THE COMPANY

SECTION 7.01.Compliance with Law.  The Company covenants and represents that the Project Facilities and the Company’s use and occupancy thereof are and will be in compliance in all material respects with applicable law and the Company will not take any action, or request the Authority to take any action, which will cause the Project Facilities or the use or occupancy thereof to be in violation of applicable law.  The Company further covenants that all actions taken or to be taken by the Company or, upon the recommendation or request of any Authorized Representative of the Company, by the Authority with respect to the Project and the Project Facilities have been and will be in compliance in all material respects with all pertinent laws, ordinances, rules, regulations and orders applicable to the Company, the Project and the Project Facilities.

The Company covenants that it shall comply with (i) all applicable ordinances, laws, rules, regulations, and orders of the government of the United States of America, the Commonwealth and other applicable government units having proper jurisdiction, and (ii) all applicable requirements of any board of fire underwriters having proper jurisdiction and of any insurance company writing insurance with respect to the Project Facilities, with respect to the acquisition, construction and equipping of the Project and the operation, maintenance, repair, replacement, renovation, improvement or expansion of the Project Facilities; provided, however, that the Company may, in good faith and by appropriate proceedings, contest the legality or reasonableness of any such ordinances, laws, rules, regulations, orders or requirements, or the imposition thereof upon the Company, the Project or the Project Facilities, so long as the operation of the Project Facilities or the receipt of income therefrom will not be adversely affected and the Project Facilities will not thereby be subject to loss or forfeiture.

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SECTION 7.02.Power to Perform Obligations.  The Company represents that:

(a)the Company has full power and legal right to enter into this Agreement and perform its obligations hereunder;

(b)the making and performance of this Agreement by the Company has been duly authorized by all necessary action and will not conflict with or constitute a breach of or default under its articles of incorporation or by-laws or any agreement, bond, contract, indenture, or other instrument by which the Company or any of its properties is or may be subject or bound;

(c)the Company is duly qualified to do business in the Commonwealth, has the power and authority to own its properties and assets and to carry on its business as now being conducted; and

(d)The execution and delivery of this Agreement and the other instruments and agreements executed and delivered by the Company in connection with the Loan and the issuance of the Bonds and the Letter of Credit, and the performance by the Company of its obligations under this Agreement and each such other instrument or agreement, (i) do not and will not in any material respect conflict with or violate any provision of law or any rule, regulation, order of court, or order of or agreement with any governmental body or agency applicable to the Company or the Project Facilities, (ii) do not and will not result in the creation or imposition of any lien, charge or encumbrance of any nature, other than the liens created by this Agreement, the Indenture and such other instruments and agreements, upon the Project Facilities or any other property or asset of the Company.

SECTION 7.03.Inspection.  The Company covenants that the Authority, by its duly authorized representatives, at reasonable times and with reasonable notice, may inspect the Project Facilities and the books and records of the Company for purposes of determining compliance with this Agreement.

SECTION 7.04.Additional Information.  The Company agrees to provide to the Authority, upon request, such additional information concerning the Company, the Project and the Project Facilities as may be reasonably requested by the Authority and necessary for the Authority to file any reports or supply any information required by the Indenture or by applicable law, including without limiting the foregoing, the requirements of the Code and applicable federal and state securities laws.

SECTION 7.05.Nondiscrimination.  During the term of this Agreement, the Company agrees, as to itself and as to each occupant of the Project Facilities controlling, controlled by or under common control with the Company (each, for purposes of this Section, being referred to as a “Contractor”) as follows:

(a)Contractor shall not discriminate against any employee, applicant for employment, independent contractor or any other Person because of race, color, religious creed, handicap, ancestry, national origin, age or se.  XContractor shall take affirmative action to insure that applicants are employed, and that employees or agents are treated during

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employment, without regard to their race, color, religious creed, handicap, ancestry, national origin, age or sex. Such affirmative action shall include, but is not limited to: employment, upgrading, demotion or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training. Contractor shall post in conspicuous places, available to employees, agents, applicants for employment and other persons, a notice to be provided by the contracting agency setting forth the provisions of this Section.

(b)Contractor shall in advertisements or requests for employment placed by it or on its behalf, state that all qualified applicants will receive consideration for employment without regard to race, color, religious creed, handicap, ancestry, national origin, age or sex.

(c)Contractor shall send each labor union or workers’ representative with which it has a collective bargaining agreement or other contract or understanding, a notice advising said labor union or workers’ representative of its commitment to this nondiscrimination clause.  Similar notice shall be sent to every other source of recruitment regularly utilized by Contractor.

(d)It shall be no defense to a finding of noncompliance with this Section that Contractor had delegated some of its employment practices to any union, training program or other source of recruitment which prevents it from meeting its obligations.  However, if the evidence indicates that Contractor was not on notice of the third-party discrimination or made a good faith effort to correct it, such factor shall be considered in mitigation in determining appropriate sanctions.

(e)Where the practices of a union or of any training program or other source of recruitment will result in the exclusion of minority group persons, so that Contractor will be unable to meet its obligations under this Section, Contractor shall then employ and fill vacancies through other nondiscriminatory employment procedures.

(f)Contractor shall comply with all state and federal laws prohibiting discrimination in hiring or employment opportunities.  Noncompliance with this Section will constitute an Event of Default under this Agreement.

(g)Contractor shall furnish all necessary employment documents and records to, and permit access to its books, records and accounts by, the Authority for purposes of investigation to ascertain compliance with the provisions of this Section. If Contractor does not possess documents or records reflecting the necessary information requested, it shall furnish such information on reporting forms supplied by the Authority.

(h)Contractor shall actively recruit minority subcontractors and women subcontractors or subcontractors with substantial minority or women representation among their employees.

(i)Contractor shall include the provisions of this Section in every subcontract, so that such provisions will be binding upon each subcontractor.

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(j)Contractor obligations under this Section are limited to Contractor’s facilities within Pennsylvania or, where the contract is for purchase of goods manufactured outside of Pennsylvania, the facilities at which such goods are actually produced.

SECTION 7.06.Preservation of the Tax-Exempt Status of Bonds.  (a)  The Company covenants and agrees that it will not take any action or permit any action to be taken on its behalf or cause or permit any circumstances within its control to arise, if such action or circumstances would cause the interest paid on the Bonds to be included in the gross income of the Bondholders.

(b)The Company acknowledges having read Sections 6.13 and 7.06 of the Indenture and agrees to perform all duties contemplated by such Sections of the Indenture to be performed by the Company, as if such duties were set forth herein specifically as covenants and duties of the Company.  Without intending to limit the generality of the foregoing, the Company agrees to engage a Person with the requisite knowledge and experience with respect to the calculation of arbitrage rebate to calculate, from time to time, the amount to be rebated to the United States of America with respect to the Bonds pursuant to Section 148(f) of the Code and applicable regulations promulgated thereunder and to advise the Authority and the Trustee with respect to the fulfillment of the Authority’s obligation to make arbitrage rebate payments with respect to the Bonds in accordance with the Code and applicable tax regulations.  The Company acknowledges and agrees that if it shall fail to engage a qualified Person to calculate arbitrage rebate or if any report required by Section 6.13 of the Indenture to be filed with the Trustee is not so filed at the time required, the Authority or the Trustee may engage (but shall not be required to engage) a qualified Person to perform such calculations and render such report at the cost and expense of the Company, but in so doing shall not be deemed to waive any event of default on the part of the Company.  The Company agrees that it shall be solely responsible for the payment of any interest on overdue installment payments of arbitrage rebate and any penalties that may be imposed upon the Authority as a result of any late payment or underpayment, except as may be occasioned by the Authority’s own willful misconduct or gross negligence.

(c)Without intending to limit the generality of the foregoing, the Company represents and covenants that all representations made by the Company in the Tax Compliance Agreement are true, correct and complete and that the Company shall observe all of terms and conditions of the Tax Compliance Agreement and perform all of the duties contemplated by the Tax Compliance Agreement to be performed by the Company, as if such terms, conditions and duties were set forth in this Agreement.

SECTION 7.07.Hazardous Substances.

(a)The Company shall comply in all material respects with all applicable federal, state and local laws, ordinances, rules and regulations with respect to Hazardous Substances, and shall keep the Project Facilities free and clear of any liens imposed pursuant to such laws, ordinances, rules and regulations.  In the event that the Company receives any notice from any governmental authority with regard to Hazardous Substances on, from or affecting the Project Facilities, the Company shall (i) immediately notify the Bank, the Trustee and the Authority and any other person, governmental or quasi-governmental authority that it is required to notify pursuant to any applicable law at such time as it is aware of a release or

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threatened release of a Hazardous Substance on, from or affecting the Project Facilities, (ii) immediately notify the Bank, the Trustee and the Authority at such time as an environmental investigation or clean-up proceeding is instituted by any person in connection with the Project Facilities, (iii) fully comply with and assist any such environmental investigation and clean-up proceeding, (iv) promptly execute and complete any remedial actions necessary to ensure that no environmental liens or encumbrances are levied against or exist with respect to the Project Facilities, and (v) promptly following the occurrence of any event described in clauses (i) or (ii) above and upon the written request of the Bank, the Trustee or the Authority, provide the Bank, the Trustee and the Authority, from time to time, with an environmental site assessment or report, in form and substance satisfactory to Bank, the Trustee and the Authority and (vi) provide the Bank, the Trustee and the Authority with copies of all notices received by the Company from any governmental authority or other person with regard to Hazardous Substances on, from or in any way affecting the Project Facilities.  The Company shall conduct and complete all investigations, studies, sampling, and testing, and all remedial, removal, and other actions necessary to clean up and remove all Hazardous Substances on, from or affecting the Project Facilities in accordance with all applicable federal, state and local laws, ordinances, rules, regulations, and policies and to the satisfaction of the Bank, the Trustee and the Authority.

(b)As used herein, the term “Hazardous Substances” shall include, without limitation, any flammable explosives, radioactive materials, hazardous materials, hazardous wastes, hazardous or toxic substances, hazardous or toxic pollutants or related materials, asbestos or any material containing asbestos, or petroleum, petroleum by-products or materials containing petroleum, or any other substance, mixture, waste, compound, material, element, product, or matter as defined by any federal, state or local environmental law, ordinance, rule, or regulation including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. Sections 9601 et seq.). the Hazardous Materials Transportation Act, as amended (49 U.S.C. Sections 1801 et seq.). the Resource Conservation and Recovery Act, as amended (42 U.S.C. Sections 9601 et seq.l the Clean Water Act, as amended (33 U.S.C.  Sections 1251 et seq.), and the Clean Air Act, as amended (42 U.S.C. Sections 7401 et seq.). and in the regulations adopted and publications promulgated pursuant thereto at any time.

SECTION 7.08.Litigation.  The Company represents that there is no action, suit or proceeding at law or in equity or by or before any governmental instrumentality or other agency now pending or, to the knowledge of the Company, threatened against or affecting it or any of its properties or rights which, if adversely determined, would (i) materially affect the transactions contemplated hereby, (ii) affect the validity or enforceability of this Agreement, the Indenture or any documents or instruments executed in connection herewith or therewith, (iii) affect the ability of the Company to perform its obligations under this Agreement, the Indenture or any documents or instruments executed in connection herewith or therewith, (iv) materially impair the value of the Project Facilities, (v) materially impair the Company’s right to carry on its business substantially as now conducted, or (vi) have a material adverse effect on the Company’s financial condition.

SECTION 7.09.Tax Filings.  The Company has filed or caused to be filed all federal, state and local tax returns which are required to be filed, and has paid or caused to be paid all taxes as shown on said returns or on any assessment it has received, to the extent that

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such taxes have become due, except such taxes as are being contested by the Company in good faith and by appropriate proceedings.

SECTION 7.10.No Existing Defaults.  The Company is not in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any material agreement or instrument to which it is a party or by which it is bound.

SECTION 7.11.No Material Misstatements or Omissions.  The Company represents that the Placement Memorandum, the Indenture, this Agreement and all other documents, certificates, or statements furnished to the Trustee, the Authority or the Bank by the Company in connection with the transaction hereby contemplated do not contain any untrue statement of a material fact with respect to the Company, the Project or the Project Facilities.  The Company further represents specifically that it is neither involved in any litigation required to be disclosed in the Placement Memorandum nor the subject of any investigation or administrative proceeding, except as disclosed in the Placement Memorandum.

It is specifically understood by the Company that all statements, representations and warranties made by or with respect to the Company, the Project and the Project Facilities in the Placement Memorandum, the Indenture, this Agreement and all other documents, certificates, or statements furnished to the Trustee, the Authority or the Bank by the Company in connection with the transaction hereby contemplated shall be deemed to have been relied upon by the Authority as an inducement to make the Loan and by the Bank as an inducement to issue the Letter of Credit and that if any such statements, representations and warranties were false at the time they were made, the Authority or the Bank may, in its sole discretion, consider any such misrepresentation or breach of warranty an Event of Default hereunder and exercise the remedies provided for in this Agreement.

SECTION 7.12.Inducement to Company.  Financial assistance provided by the Authority is an important inducement to the Company to undertake the Project and to locate or retain the Project Facilities within the Commonwealth.

SECTION 7.13.Cooperation with Trustee.  The Company covenants and agrees that it will not interfere with the exercise of the power and authority granted to the Trustee in the Indenture.  The Company further agrees to aid in furnishing to the Authority or the Trustee any documents, financial reports, certificates or opinions that may be required under the Indenture or requested by the Trustee and to comply with the provisions thereof to the extent applicable to the Company.

SECTION 7.14.Authority is Conduit Issuer; Company is Real Party in Interest; Covenant Not to Sue.

(a)The Company hereby expressly acknowledges that the Authority is a conduit issuer and that all of the right, title and interest of the Authority in and to this Agreement (except the Unassigned Authority’s Rights), but not the obligations of the Authority, are to be assigned first to the Trustee and then to the Bank, naming the Trustee or the Bank, as applicable, its true and lawful attorney for and in its name to enforce the terms and conditions of this Agreement.  Notwithstanding any other provision contained herein, the Company hereby

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expressly agrees, acknowledges and covenants that it shall duly and punctually perform or cause to be performed each and every duty and obligation of the Authority under and pursuant to the Indenture, excepting only such duties and obligations as the Authority may not lawfully delegate to others.

(b)The Company covenants and agrees that it shall neither sue the Authority, or any of its board members, officers, agents or employees, past, present or future, for any claim, loss, demand, action or inaction based upon the financing of the Project with the proceeds of the Bonds nor ever raise as a defense in any proceedings whatsoever that the Authority is the true party in interest.  Notwithstanding the provisions of the foregoing sentence, the Company shall be entitled to (i) bring an action for specific performance against the Authority to compel any action required to be taken by the Authority hereunder or an action to enjoin the Authority from performing any action prohibited by this instrument, but no such action shall in any way impose pecuniary liability against the Authority or any of its board members, officers, agents or employees, and (ii) join the Authority in any litigation if such joinder is necessary to pursue any of the Company’s rights, provided that prior to such joinder the Company shall post such security as the Authority may require to further protect the Authority from loss and to pay all of the Authority’s reasonable fees and expenses incurred in connection therewith.

SECTION 7.15.Bank Consent Required.  Whenever this Agreement requires that the consent of the Authority be obtained by the Company, the Company shall also obtain the consent of the Bank if the Letter of Credit is then in effect and the Bank is not in default of its obligations thereunder.

ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES

SECTION 8.01.Events of Default.  Each of the following events shall constitute an “Event of Default” under this Agreement:

(a)failure by the Company to make any payment required by Section 3.01, 3.03, 3.04 or 3.05 hereof; or

(b)failure by the Company to make any other payment required hereby, if such failure continues for thirty (30) days after the Authority or the Trustee gives notice to the Company that such payment was due and is unpaid; or

(c)failure by the Company to perform any other of its obligations hereunder, if such failure continues for thirty (30) days after the Authority or the Trustee gives the Company notice thereof; provided, however, that if such performance requires work to be done, actions to be taken, or conditions to be remedied which by their nature cannot reasonably be done, taken or remedied, as the case may be, within such thirty (30) days, no Event of Default shall be deemed to have occurred or to exist if, and so long as, the Company shall commence such performance within such thirty (30) days and shall diligently and continuously proceed to completion; or

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(d)the Company commits any act of bankruptcy under the Bankruptcy Code or any Commonwealth bankruptcy law or any law providing for reorganization or relief for debtors or files or has filed against it a petition in bankruptcy or for arrangement or reorganization pursuant to the Bankruptcy Code or other similar law, federal or state, or if, by the decree of a court of competent jurisdiction, is adjudicated bankrupt or declared insolvent, or makes an assignment for the benefit of creditors, or admits in writing its inability to pay its debts generally when or as they become due, or consents to the appointment of a trustee, receiver or to the liquidation of all or any part of the Project Facilities, provided that, if any such proceeding is commenced by a Person other than the Company, there shall be no Event of Default if such proceedings are dismissed within thirty (30) days of the filing of the initial pleading therein; or

(e)the Bank, in writing, declares an Event of Default under the provisions of the Reimbursement Agreement; or

(f)any representation or warranty made by the Company herein or any statement made by the Company in any report, certificate, financial statement or other instrument furnished in connection with this Agreement or the issuance of the Bonds shall at any time prove to have been false or misleading in any material respect when made or given.

SECTION 8.02.Acceleration.  Upon the occurrence of any “Event of Default” under the Indenture caused by, or directly or indirectly resulting from, the occurrence of an Event of Default by the Company hereunder, the Trustee (with the prior written consent of the Bank, so long as the Bank is not in default under the Letter of Credit), may, and upon request of the Owners of 25% in aggregate principal amount of the Bonds then Outstanding shall, pursuant to Section 8.02 of the Indenture, declare the principal of the then Outstanding Bonds and all accrued interest immediately due and payable, but such Trustee shall not declare the principal due and payable if such acceleration is annulled as therein provided.  Upon such declaration by the Trustee, the Authority shall have the right to terminate this Agreement and, upon such termination, there shall become immediately due and payable hereunder as then current damages of the Authority under this Agreement, an amount equal to (i) all amounts then due and payable by the Authority to the Trustee under such Section 8.02 of the Indenture, and (ii) all other amounts due and owing as loan payments hereunder.  Until such amount is paid by the Company, at the time or times and in the manner required to permit the Authority to meet its obligations under the Indenture, (A) the Authority shall continue to have all of the rights, powers and remedies herein (notwithstanding the termination hereof), and, for such time as may be necessary to enable the Authority to satisfy in full its obligations under the Indenture, (B) the term of this Agreement shall, at the election of the Authority, be extended at the will of the Authority, and (C) the Company’s obligations hereunder shall continue in full force and effect

SECTION 8.03.Payment of Loan Payments on Default: Suit Therefor.

(a)The Company covenants that, if default shall be made in the payment of any sum payable by the Company under this Agreement as and when the same shall become due and payable, whether at maturity or by acceleration or otherwise, then, upon demand of the Authority or its assignee, the Company will pay to the Authority or its assignee (i) the whole amount of the loan payments that then shall have become due and payable hereunder (and to the extent such loan payments represent payments due on the Bonds, such payments shall be

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applied to the payment of the Bonds in accordance with the terms of the Indenture), and such further amount as shall be sufficient to pay the costs and expenses of collection, including reasonable compensation based upon actual time expended by the Authority and its assignee and their respective agents, attorneys and counsel, and any expenses or liabilities incurred by the Authority or its assignee (other than through the Authority’s or its assignee’s own gross negligence or bad faith).  In case the Company shall fail forthwith to pay such amounts upon such demand, the Authority or its assignee shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company and collect in the manner provided by law out of the property of the Company the money adjudged or decreed to be payable.

(b)If at any time there shall be proceedings in bankruptcy or for the reorganization of the Company under the United States Bankruptcy Code or any other applicable law, a receiver or trustee shall have been appointed for the benefit of the creditors or the property of the Company, or any other similar judicial proceedings relative to the Company shall have been commenced, the Authority or its assignee shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount of the loan payments, including interest owing and unpaid in respect thereof and to file such other claims, pleadings, papers or documents as may be necessary or advisable in order to have the claims of the Authority or its assignee allowed, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of its charges and expenses.  Any receiver, assignee or trustee in bankruptcy or reorganization of the Company or any of its property is hereby authorized to make such payments to the Authority or its assignee, and to pay to the Authority or its assignee any amount due it for compensation based upon actual time expended and expenses, including counsel fees incurred by it up to the date of such distribution.

SECTION 8.04.Other Remedies.  Whenever the Company is in default hereunder the Authority or its assignee may pursue whatever remedies may be available at law or in equity as may appear necessary or desirable to collect the amounts payable by the Company hereunder, or to enforce performance and observance of any obligation, agreement or covenant of the Company under this Agreement.

No action taken pursuant to this Section 8.04 shall relieve the Company of any of the Company’s obligations, duties, liabilities, covenants and representations contained herein, all of which shall survive any such action.

SECTION 8.05.Waiver.  The Company hereby waives and relinquishes the benefits of any present or future law exempting the Project Facilities or any part of the proceeds of sale thereof from attachment, levy or sale on execution and all benefit of stay of execution or other process

SECTION 8.06.Cumulative Rights.  No remedy conferred upon or reserved to the Authority or its assignee by this Agreement is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law

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or in equity or by statute.  No waiver by the Authority or its assignee of any breach by the Company of any of its obligations, agreements or covenants hereunder shall be a waiver of any subsequent breach, and no delay or omission to exercise any right or power shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient.

SECTION 8.07.No Exercise of Remedies Without Consent of Bank.  Notwithstanding anything to the contrary contained in this Agreement, neither the Authority nor any assignee of the Authority under this Agreement shall exercise or pursue remedies or declare an Event of Default or cause an acceleration of the obligations contained in this Agreement without the prior written consent of the Bank as long as the Bank shall not be in default of its obligations under the Letter of Credit and no proceedings in insolvency, bankruptcy, reorganization, winding-up or composition or adjustment of debts has been commenced by or against the Bank.

SECTION 8.08.Determination of Taxability Not a Default.  Notwithstanding anything to the contrary contained in this Agreement, in the event of a breach of any applicable statutory or regulatory requirement or a breach of covenant or an inaccuracy in any representation of the Company relating to the exclusion from gross income of interest on the Bonds for purposes of federal income taxation, such breach or inaccuracy shall not be considered an Event of Default hereunder so long as the Company performs all of its obligations arising out of the breach or inaccuracy including, without limitation, the payment of all amounts due under Article IH hereof if such breach or inaccuracy results in a Determination of Taxability with respect to the Bonds.

ARTICLE IX

OPTIONS TO TERMINATE AGREEMENT

SECTION 9.01.Option to Terminate Upon Defeasance.  The Company shall have, and is hereby granted, the option to terminate its obligations under this Agreement prior to full payment of the Bonds by providing for the payment of all of the Outstanding Bonds in accordance with Article XI of the Indenture.

SECTION 9.02.Option to Terminate Upon the Occurrence of Certain Events.  The Company shall have, and is hereby granted, the option to terminate its obligations under this Agreement if any of the events set forth below occurs:

(a)The Project Facilities or any portion thereof shall have been damaged or destroyed (1) to such extent that they cannot, in the Company’s judgment, be reasonably restored within a period of six (6) months to the condition thereof immediately preceding such damage or destruction, or (2) to such extent that the Company is thereby prevented, in the Company’s reasonable judgment, from carrying on its normal operation of the Project Facilities for a period of six (6) months or more;

(b)Title to, or the temporary use for a period of six (6) months or more of, all or substantially all of the Project Facilities, or such part thereof as shall materially

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interfere, in the Company’s reasonable judgment, with the operation of the Project Facilities for the purpose for which the Project Facilities are designed, shall have been taken under, or shall have been conveyed by the Company in lieu of, the exercise of the power of eminent domain by any governmental body or by any person, firm or corporation acting under governmental authority (including such a taking or takings as results in the Company being thereby prevented from carrying on its normal operation of the Project Facilities for a period of six (6) months or more);

(c)Changes which the Company cannot reasonably control or overcome shall have occurred in the economic availability of materials, supplies, labor, equipment and other properties and things necessary for the efficient operation of the Project Facilities for the purposes contemplated by this Agreement, or technological or other changes shall have occurred which, in the judgment of the Company, render the continued operation of the Project Facilities uneconomical for such purpose; or

(d)As a result of any changes in the Constitution of the Commonwealth or the Constitution of the United States of America, legislative or administrative action (whether state or federal), or a final decree, judgment or order of any court or administrative body (whether state or federal) entered after the contest thereof by the Company in good faith, this Agreement shall have become void and unenforceable or impossible of performance in accordance with the intent and purposes of the parties as expressed in this Agreement or unreasonable burdens or excessive liabilities shall have been imposed on the Company with respect to the Project Facilities, including, without limitation, the imposition of federal, state or other ad valorem, property, income, or other taxes not being imposed on the date of this Agreement.

To exercise such option, the Company, with the prior written consent of the Bank (as long as the Bank shall not be in default under the terms of the Letter of Credit), shall give written notice to the Authority and the Trustee within ninety (90) days following the event authorizing such termination, specifying therein the date of redemption of Bonds pursuant to Section 4.01 of the Indenture, which shall be the next date upon which the Bonds shall be redeemable in accordance with their terms and the terms of the Indenture and for which the required notice of redemption can practicably be given.  In accordance with the terms of the Indenture, the Company shall make arrangements for the Trustee to give the required notice of redemption.  Payment of the redemption price of Bonds redeemed pursuant to this Section 9.02 will be made in accordance with the terms of the Indenture.

Anything contained in this Agreement to the contrary notwithstanding, the Bank shall have the right (as long as the Bank shall not be in default under the terms of the Letter of Credit) to cause the Company to terminate its obligations under this Agreement in accordance with the provisions of this Section 9.02 by so notifying the Company in writing, if as a result of any changes in the Constitution of the Commonwealth or the Constitution of the United States of America or as a result of a legislative or administrative action (whether state or federal) or final decree, judgment or order of any court or administrative body (whether state or federal) entered after the contest thereof by the Company in good faith, this Agreement shall have become void and unenforceable or impossible of performance, in accordance with the intent and purposes of the parties as expressed in this Agreement.

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ARTICLE X

MISCELLANEOUS

SECTION 10.01.Approval of Indenture.  The Company acknowledges that it has received an executed copy of the Indenture and a copy of the Letter of Credit and that it is familiar with their provisions.  The Company agrees that it will take all such actions as are required or contemplated of it under the Indenture to preserve and protect the rights of the Trustee thereunder and that it will not take any action which would cause a default thereunder.  It is agreed by the Company and the Authority that any redemption of the Bonds prior to maturity shall be effected as provided in the Indenture.

SECTION 10.02.Taxes and Insurance: Rights of Authority to Pay.  If the Company, at any time, fails to pay any taxes or other impositions payable by it in accordance with Section 3.04 hereof or to take out, pay for, maintain or deliver any of the insurance policies required by Article VI, or shall fail, within the time allowed by Article VIII following notice of any Event of Default, to make any other payment or perform any other act on its part to be made or performed, then the Authority may, without further notice to or demand upon the Company and without waiving any default or releasing the Company from any of its obligations under the Agreement (but shall not be obligated to): (a) pay any taxes or other impositions payable by the Company in accordance with Section 3.04 hereof, (b) take out, pay for and maintain any of the insurance policies required by Article VI hereof, or (c) make any other payment or perform any other act on the Company’s part to be made or performed as provided in this Agreement.  All sums so paid by the Authority and all necessary incidental costs and expenses in connection with the performance of any such act by the Authority shall, together with interest thereon at the legal rate, be payable to the Authority, on demand, or, at the option of the Authority, may be added to any installment of the loan payments then due or thereafter becoming due under this Agreement, and the Company covenants to pay any such sums.

SECTION 10.03.Illegal Provisions Disregarded.  If any term or provision hereof or the application thereof for any reason or circumstance shall to any extent be held to be invalid or unenforceable, this instrument shall be invalid or unenforceable only to the extent of such invalidity or unenforceability and such invalidity or unenforceability shall not invalidate the balance of such provision or the remaining terms or provisions of this instrument or the application of such terms or provisions to persons other than those as to which it has been held invalid or unenforceable; each term and provision hereof shall be valid and enforceable to the fullest extent permitted by law, and shall be liberally construed in favor of the Authority or its assignee in order to effect the intent of this instrument.

SECTION 10.04.Limitation of Liability of the Authority.  In the event of any default by the Authority hereunder, and notwithstanding any provision or obligation to the contrary herein set forth, the liability of the Authority and of any legal successor to the Authority hereunder shall be limited to its interest in the Project Facilities, the improvements thereon, and the rents, issues and profits therefrom, and the lien of any judgment shall be restricted thereto.

Other than as set forth in this Section, there shall be no other recourse for damages of any kind or nature by the Company or any other entity against the Authority, its

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incorporator, officers, members, agents and employees, past, present or future, or any of the property or other assets now or hereafter owned by it or them, either directly or indirectly, and all such recourse or liability is hereby expressly waived and released as a condition of and in consideration for execution and delivery of this Agreement by the Authority.  In the event of entry of judgment against the Authority by virtue of the power herein contained, the judgment index shall be marked to show that the judgment is limited as aforesaid.

The Authority does not assume any liability for the repayment of any mortgage or other loan with respect to the Project or the Project Facilities (including any obligations of the Company to the Bank under the terms of the Reimbursement Agreement and related instruments), or for the payment of costs, fees, penalties, taxes, interest, commissions, charges, insurance or other payments required to be paid under the terms of any such mortgage or other loan or incurred in any way in connection therewith.

The provisions of this Section shall survive any termination of this Agreement.

SECTION 10.05.No Recourse as to Authority Officers, Etc.  No recourse under or upon any obligation, covenant or agreement contained herein or in any Bond shall be had against any past, present or future member, officer, employee or agent of the Authority or of any successor of the Authority under any rule of law, statute or constitutional provision, or by enforcement of any assessment or by any legal or equitable proceeding or otherwise, it expressly being agreed and understood that the obligations of the Authority hereunder, and under the Bonds and elsewhere are solely corporate obligations of the Authority to the extent specifically limited in the Act, and that no personal liability whatsoever shall attach to or shall be incurred by such members, officers or employees of the Authority or of any successor of the Authority, or any of them, because of such indebtedness or by reason of any obligation, covenant or agreement contained herein, in the Bonds or implied therefrom.

The provisions of this Section shall survive any termination of this Agreement.

SECTION 10.06.Reference to Statute or Regulation.  A reference herein to a statute or to a regulation issued by a governmental agency includes the statute or regulation in force as of the date hereof, together with all amendments and supplements thereto and any statute or regulation substituted for such statute or regulation, unless the specific language or the context of the reference herein clearly includes only the statute or regulation in force as of the date hereof

A reference herein to a governmental agency, department, board, commission or other public body or to a public officer includes an entity or officer which or who succeeds to substantially the same fiinctions as those performed by such public body or officer as of the date hereof, unless the specific language or the context of the reference herein clearly includes only such public body or public officer as of the date hereof.

SECTION 10.07.Notices.  All notices required or authorized to be given by the Company, the Authority or the Trustee under the Indenture or pursuant to this Agreement shall be in writing and shall be sent by registered or certified mail, postage prepaid, to the following addresses:

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To the Authority:

Bradford County Industrial Development Authority

c/o: Robert J. Landy, Esquire

228 Desmond Street

P.O. Box 206

Sayre,PA 18840

To the Company:

Stabler Companies Inc.

635 Lucknow Road

Harrisburg, PA 17110

Attn: Mr. Douglas B. Danko

with a copy to:

Sherill T. Moyer, Esquire

Rhoads & Sinon LLP

One South Market Square, 12th Floor

Harrisburg,, PA 17101

To the Trustee:

AllfirstBank

213 Market Street

Harrisburg, PA 17101

To the Placement Agent and Remarketing Agent:

First Union Securities, Inc.

301 South College Street

DC 8

Charlotte, NC 28288-0600

Attn:  William Bingham, Vice President

To the Bank:

First Union National Bank

8739 Research Drive - URP4

MailcodeNC0742

Charlotte, NC 28262

Attn: International Trade Operations

or to such other addresses as may from time to time be furnished to the parties, effective upon the receipt of notice thereof given as set forth above.  Each of the above agrees that it shall send

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a duplicate copy or executed copy of all certificates, notices, correspondence or other data and materials required to be sent to one of the above to all other parties.

SECTION 10.08.Applicable Law.  This Agreement shall be deemed to be a contract made in the Commonwealth of Pennsylvania and governed by the laws of the Commonwealth of Pennsylvania.

SECTION 10.09.Amendments.

(a)This Agreement may not be amended except by an instrument in writing signed by the parties and, if such amendment occurs after the issuance of any of the Bonds, consented to by the Trustee and the Bank, so long as the Bank is not in default under the Letter of Credit.

(b)Notwithstanding Section 10.09(a) hereof and assignment of this Agreement to the Trustee or the Bank, this Agreement may be amended, as necessary, to assure compliance with Section 144(a) of the Code (relating to qualified small issue bonds); Section 147 of the Code (relating to certain requirements applicable to private activity bonds); Section 148(d)(3) of the Code (relating to the 150% limitation on investments); Section 148 of the Code (relating to higher yielding investments and the payment of arbitrage rebate); or with such other provisions of the Code as may be applicable to the Bonds, in order that the interest paid and to be paid on the Bonds shall qualify for exclusion from the gross income of the registered owners thereof (other than any Person who is a “substantial user” of the Project Facilities or a “related person” to such a “substantial user,” within the meaning of such terms as used in Section 147(a) of the Code). Any such amendment shall be in writing and shall be signed by the Company and the Authority.  A copy of each such amendment shall be given to the Trustee and to the Bank.  The Authority, the Company, the Trustee and the Bank may rely conclusively upon an opinion of Bond Counsel as to the necessity of any change relating to qualification of the Bonds as tax-exempt bonds under the Code.

SECTION 10.10.Term of Agreement: Disposition of Remaining Money.  This Agreement shall remain in full force and effect until such time as all of the Bonds shall have been fully paid or provision made for their payment pursuant to the Indenture, the Indenture shall have been released pursuant to Section 11.01 thereof, and all other sums payable by the Company under this Agreement and the Reimbursement Agreement shall have been paid, except for those obligations of the Company which, under the terms of this Agreement, shall survive termination hereof.  Upon termination of this Agreement, the Authority shall direct the Trustee to pay over to the Company any money then remaining in the various funds and accounts established under the Indenture which is not required for the payment of the Bonds or other obligations of the Company hereunder or under the Indenture, including the payment of any final installment of arbitrage rebate which may be due and payable with respect to the Bonds; provided, however, that in each case any money remaining in the funds or accounts (other than the Rebate Fund) shall be first paid to the Bank to the extent of any money then due and owing to the Bank from the Company under the terms of the Reimbursement Agreement.

The provisions of this Section shall survive any termination of this Agreement.

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SECTION 10.11.Assignment of Authority’s Rights.

(a)The Authority, immediately following execution and delivery hereof, shall assign this Agreement and all right, title and interest of the Authority in and to this Agreement and all amounts due and payable by the Company hereunder, except the Unassigned Authority’s Rights, to the Trustee as trustee, IN TRUST, to be held and applied pursuant to the provisions of the Indenture.  The Company: (1) consents to such assignment and accepts notice thereof with the same legal effect as though such acceptance was embodied in a separate instrument, separately executed after execution of such assignment; (2) agrees to pay directly to the Trustee, except as provided in Section 3.04 hereof, all payments to be made by the Company hereunder, all such payments to be made by the Company to the Trustee without any defense, set-off or counterclaim arising out of any default on the part of the Authority under the Agreement or any transaction between the Company and the Authority or between the Company and the Trustee; and (3) agrees that the Trustee may exercise any and all rights and pursue any and all remedies granted the Authority hereunder.

(b)The Authority, immediately following execution and delivery hereof, shall assign this Agreement and all right, title and interest of the Authority in and to this Agreement and all amounts due and payable by the Company hereunder, except the Unassigned Authority’s Rights, to the Bank as further security for payment and performance of the Company’s “Obligations” under and as defined in the Reimbursement Agreement, subject, however, to the prior assignment made to the Trustee as contemplated by subsection (a) above.  The Company (1) consents to such assignment and accepts notice thereof with the same legal effect as though such acceptance was embodied in a separate instrument, separately executed after execution of such assignment, and (2) agrees that the Bank may, subject to the superior rights of the Trustee as assignee of the Authority, pursue any and all remedies granted to the Authority hereunder.

SECTION 10.12.Assignment by Company.  This Agreement may be assigned in whole or in part by the Company without the necessity of obtaining the consent of the Trustee or the owners of the Bonds; provided, however, that any such assignment shall require the prior written consent of the Bank (as long as the Bank is not in default under the Letter of Credit) and the Authority; and further provided that no assignment pursuant to this Section shall be made unless the Company shall first obtain an Opinion of Counsel that such assignment is permitted under the Act and an opinion of Bond Counsel that such assignment will not adversely affect the tax-exempt status of interest on the Bonds under the Code, copies of which shall be furnished to the Authority and the Trustee.  The Company shall, within thirty (30) days after execution thereof, furnish or cause to be furnished to the Authority, the Trustee and the Bank a true and complete copy of each such assignment together with any instrument of assumption.

SECTION 10.13.Survival of Covenants.  Conditions and Representations.  All covenants, conditions, and representations of the Company contained herein that, by nature, implication, or expressly involve performance in any particular manner after the termination of this Agreement or that cannot be ascertained to have been performed until after termination of this Agreement, shall survive said termination.  Without intending to limit the generality of the

32

foregoing, the Company’s covenant to indemnify the Authority and the Trustee, as set forth in Section 4.08 hereof, shall survive any termination of this Agreement.

SECTION 10.14.Headings.  The captions or headings in this Agreement are for convenience of reference only and shall not control or affect the meaning or construction of any provision hereof

SECTION 10.15.Multiple Counterparts.  This Agreement may be executed in multiple counterparts, each of which shall be regarded for all purposes as an original and such counterparts shall constitute but one and the same instrument.

SECTION 10.16.Consent of Authority.  Whenever the consent of the Authority is given pursuant to the terms of this Agreement, such consent shall create no liability or responsibility upon the Authority, and whenever required, shall not be unreasonably withheld.

SECTION 10.17.Covenants for Benefit of Bondholders and Bank.  This Agreement is executed in part to induce (a) the purchase by others of the Bonds, and (b) the issuance by the Bank of the Letter of Credit, and the participation by the Bank in the funding of advances under the Letter of Credit.  Accordingly, all covenants and agreements on the part of the Company and the Authority, as set forth in the Agreement, are hereby declared to be for the benefit of the Owners from time to time of the Bonds and for the benefit of the Bank.

IN WITNESS WHEREOF, Bradford County Industrial Development Authority has caused this Agreement to be executed in its name and on its behalf by its (Vice) Chairman and its official seal to be affixed hereunto and attested by its Secretary or Assistant Secretary and Stabler Companies Inc. has caused this Agreement to be executed in its name and on its behalf by an Authorized Representative as of the day and year first above written.

ATTEST:	Bradford County Industrial Development Authority
/s/ Frank J. Doyle	By	/s/
Secretary		Chairman
(SEAL)
ATTEST:	Stabler Companies, Inc.
	By:
(Assistant) Secretary		(Vice) President

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(CORPORATE SEAL)

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IN WITNESS WHEREOF, Bradford County Industrial Development Authority has caused this Agreement to be executed in its name and on its behalf by its (Vice) Chairman and its official seal to be affixed hereunto and attested by its Secretary or Assistant Secretary and Stabler Companies Inc. has caused this Agreement to be executed in its name and on its behalf by an Authorized Representative as of the day and year first above written.

ATTEST:	Bradford County Industrial Development Authority
	By
Secretary		Chairman
(SEAL)
ATTEST:	Stabler Companies, Inc.
/s/	By:	/s/
Secretary		President
(CORPORATE SEAL)

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ACKNOWLEDGEMENT

COMMONWEALTH OF PENNSYLVANIA	:
	:
COUNTY OF DAUPHIN	:

On this, the 16th of February, 2000, before me, the undersigned notary public, personally appeared Cyril C. Dunmire Jr., who acknowledged himself to be President of Stabler Companies, Inc. a Pennsylvania corporation, and that he, as such officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained on behalf of such corporation.

I certify that I am not an officer or director of the aforesaid corporation.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

/s/ Mary A. Fitting

Notary

My Commission Expires: April 28, 2003

(SEAL)

Notarial Seal

Mary A Fitting, Notary Public

Newberry Twp York County, PA

My Commission Expires April 28, 2003

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TRUST INDENTURE Dated

as of February 1, 2000

Between

BRADFORD COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY

and

ALLFIRST BANK, as Trustee

$4,500,000 Variable Rate

Demand/Fixed Rate Revenue Bonds

(State Aggregates Inc. Project)

Series of 2000

BOND COUNSEL	AUTHORITY SOLICITOR
	Robert J. Landy, Esquire
Rhoads & Sinon LLP	Landy & Landy
One South Market Square	228 Desmond Street
Harrisburg, Pennsylvania 17101	Sayre, PA 18840

TABLE OF CONTENTS

		Page
ARTICLE I - DEFINITIONS: CONTENT OF CERTIFICATES AND OPINIONS		5
Section 1.01	Definitions	5
Section 1.02	Content of Certificates and Opinions	16
Section 1.03	Interpretation	17
ARTICLE II - THE BONDS		17
Section 2.01	Authorization of Bonds	17
Section 2.02	Terms of Bonds; Interest on the Bonds	18
Section 2.03	Execution of Bonds	20
Section 2.04	Authentication	20
Section 2.05	Form of Bonds	20
Section 2.06	Transfer of Bonds	21
Section 2.07	Exchange of Bonds	21
Section 2.08	Bond Registrar	21
Section 2.09	Temporary Bonds	22
Section 2.10	Bond Mutilated, Lost, Destroyed or Stolen	22
Section 2.11	Cancellation and Destruction of Surrendered Bonds	22
Section 2.12	Acts of Bondholders: Evidence of Ownership	22
Section 2.13	CUSP Number	23
Section 2.14	Book-Entry-Only System for the Bonds	23
ARTICLE III - ID ISSUANCE OF BONDS; APPLICATION OF PROCEEDS		25
Section 3.01	Issuance of the Bonds	25
Section 3.02	Validity of Bonds	25
Section 3.03	Disposition of Proceeds of the Bonds and Other Amounts	25
ARTICLE IV - REDEMPTION OF BONDS BEFORE MATURITY		25
Section 4.01	Extraordinary Redemption	25
Section 4.02	Optional Redemption	26
Section 4.03	Notice of Redemption	26
Section 4.04	Interest on Bonds Called for Redemption	27
Section 4.05	Cancellation	27
Section 4.06	Partial Redemption of Bonds	27
Section 4.07	Payment of Redemption Price with Available Money	28
ARTICLE V - CONVERSION OF INTEREST RATE; DEMAND PURCHASE OPTION		28
Section 5.01	Conversion of Interest Rate on Conversion Date	28
Section 5.02	Delivery of Bonds After Conversion Date	30
Section 5.03	Mandatory Tender upon Substitution of Letters of Credit	30
Section 5.04	Demand Purchase Option	31
Section 5.05	Funds for Purchase of Bonds	32
Section 5.06	Delivery of Purchased Bonds	33
Section 5.07	Sale of Bonds by Remarketing Agent	33
Section 5.08	Delivery of Proceeds of Sale of Purchased Bonds	34

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Section 5.09	Duties of Trustee and Tender Agent with Respect to Purchase of Bonds	34
Section 5.10	No Purchases or Sales After Certain Defaults	35
ARTICLE VI - REVENUES AND FUNDS		35
Section 6.01	Creation of the Bond Fund	35
Section 6.02	Payments into the Bond Fund	35
Section 6.03	Use of Money in the Bond Fund	36
Section 6.04	Custody of Separate Trust Fund	36
Section 6.05	Project Fund	36
Section 6.06	Payments into the Project Fund; Disbursements	36
Section 6.07	Use of Money in the Project Fund Upon Default	37
Section 6.08	Use of Money in the Project Fund Upon Completion of the Project	37
Section 6.09	Nonpresentment of Bonds	37
Section 6.10	Money to be Held in Trust	38
Section 6.11	Repayment to the Bank and the Company from the Bond Fund, the Rebate Fund or the Project Fund	38
Section 6.12	Letter of Credit	38
Section 6.13	Rebate Fund	39
Section 6.14	Investment of Money in Funds	40
ARTICLE VII - VD PARTICULAR COVENANTS		41
Section 7.01	Punctual Payment	41
Section 7.02	Extension of Payment of Bonds	41
Section 7.03	Against Encumbrances	41
Section 7.04	Power to Issue Bonds and Make Pledge and Assignment	41
Section 7.05	Accounting Records and Financial Statements	42
Section 7.06	Tax Covenants	42
Section 7.07	Other Covenants	43
Section 7.08	Waiver of Laws	43
Section 7.09	Further Assurances	43
ARTICLE VIII - EVENTS OF DEFAULT; REMEDIES OF BONDHOLDERS		43
Section 8.01	Events of Default	43
Section 8.02	Acceleration	44
Section 8.03	Other Remedies	46
Section 8.04	Legal Proceedings By Trustee	46
Section 8.05	Discontinuance of Proceedings by Trustee	47
Section 8.06	Bondholders May Direct Proceedings by Trustee	47
Section 8.07	Limitations on Actions By Bondholders	47
Section 8.08	Trustee May Enforce Rights Without Possession of Bonds	47
Section 8.09	Delays and Omissions Not to Impair Rights	48
Section 8.10	Application of Money in Event of Default	48
Section 8.11	Trustee and Bondholders Entitled to All Remedies Under Act; Remedies Not Exclusive	48
Section 8.12	Trustee’s Right to Receiver	48
Section 8.13	Subrogation Rights of Bank	49
Section 8.14	Waiver of Default	49

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ARTICLE IX THE TRUSTEE; THE TENDER AGENT; AND THE REMARKETING AGENT		49
Section 9.01	Duties, Immunities and Liabilities of Trustee	49
Section 9.02	Merger or Consolidation	50
Section 9.03	Liability of Trustee	50
Section 9.04	Right of Trustee to Rely on Documents	51
Section 9.05	Preservation and Inspection of Documents	52
Section 9.06	Compensation	52
Section 9.07	The Tender Agent	52
Section 9.08	Qualification of Tender Agent	53
Section 9.09	Qualifications of Remarketing Agent; Resignation; Removal	53
Section 9.10	Construction of Ambiguous Provisions	53
ARTICLE X - MODIFICATION OR AMENDMENT OF THE INDENTURE		53
Section 10.01	Amendments Permitted	53
Section 10.02	Effect of Supplemental Indenture	54
Section 10.03	Trustee Authorized to Join in Amendments and Supplements; Reliance on Counsel	54
ARTICLE XI - DEFEASANCE		54
Section 11.01	Discharge of Indenture	54
Section 11.02	Discharge of Liability on Bonds	55
Section 11.03	Deposit of Money or Securities with Trustee	55
Section 11.04	Payment of Bonds After Discharge of Indenture	56
ARTICLE XII - XD MISCELLANEOUS		56
Section 12.01	Liability of Authority Limited to Revenues	56
Section 12.02	Limitation of Liability of Directors. Etc. of Authority	57
Section 12.03	Covenant Not to Sue	57
Section 12.04	Successor is Deemed Included in All References to Predecessor	57
Section 12.05	Limitation of Rights to Parties, Bank, Company and Bondholders	57
Section 12.06	Waiver of Notice	58
Section 12.07	Severability of Invalid Provisions	58
Section 12.08	Notices	58
Section 12.09	Evidence of Rights of Bondholders	60
Section 12.10	Disqualified Bonds	60
Section 12.11	Money Held for Particular Bonds	60
Section 12.12	Funds	61
Section 12.13	Payments Due on Days other than Business Days	61
Section 12.14	Provisions Applicable After Conversion Date	61
Section 12.15	Execution in Several Counterparts	61
Section 12.16	Notices to Rating Agency	61
Section 12.17	Governing Law	61

EXHIBIT A          Form of Floating Rate Bond

EXHIBIT B           Form of Fixed Rate Bond

EXHIBIT C           Requisition Form

iii

EXHIBIT D          DTC Letter of Representations

iv

THIS TRUST INDENTURE, made and entered into as of February 1, 2000, by and between the Bradford County Industrial Development Authority, a body corporate and politic constituting a public instrumentality of the Commonwealth of Pennsylvania (the “Authority”), existing under the Economic Development Financing Law (Act of August 23, 1967, P.L. 251, 73 P.S. §371 et seq., as amended and supplemented from time to time (the “Act”) and All first Bank, a Maryland State chartered bank duly organized, existing and authorized to accept and execute trusts of the character herein set out, with a corporate trust office located in Harrisburg, Pennsylvania, as trustee (the “Trustee”) and tender agent (the “Tender Agent”).

WITNESSETH:

Certain of the terms and words used in these Recitals, and in the following Granting Clauses, are defined in Section 1.01 of this Indenture.

WHEREAS, the Authority is authorized under the Act to acquire, hold, construct, improve, maintain, own, finance, lease in the capacity of lessor or lessee, or sell industrial, commercial and other projects for the public purpose of alleviating unemployment, maintaining employment at a high level and creating and developing business opportunities, by the construction, improvement, rehabilitation, revitalization and financing of industrial, commercial and specialized facilities; and

WHEREAS, the Authority, to accomplish the purposes of the Act, is empowered to extend credit to such employment promoting enterprises in the name of the Authority and in such manner as it may deem proper, for such consideration and upon such terms and conditions as the Authority shall deem reasonable; and

WHEREAS, Stabler Companies Inc. (the “Company”) has requested that the Authority provide a portion of the funds to finance a project consisting of: (i) the installation of a 300 ton per hour aggregate stone based paving and related materials manufacturing plant to be occupied and used by State Aggregates Inc. (“State Aggregates”); and (ii) the payment of a portion of the cost and expenses of such financing (collectively the “Project”); and

WHEREAS, the Authority has determined that it shall undertake the financing of the Project pursuant to the provisions and requirements of the Act; and

WHEREAS, the Authority has by resolution adopted on June 1, 1999, authorized the issuance of its $4,500,000 aggregate principal amount Variable Rate Demand/Fixed Rate Revenue Bonds (State Aggregates Inc. Project), Series of 2000 (the “Bonds”) for the purpose of providing funds for financing the Project; and

WHEREAS, the Company has caused to be delivered to the Trustee an irrevocable direct pay Letter of Credit (the “Letter of Credit”) issued by First Union National Bank (the “Bank”), dated February 18, 2000, providing for the payment of the aggregate principal amount and Purchase Price of the Bonds, due and payable upon maturity, optional redemption, sinking fund redemption, or acceleration upon an event of default hereunder, plus interest thereon calculated for a period up to forty-six (46) days at an interest rate of fifteen percent (15%) per annum on the Bonds; and

WHEREAS, the Bank shall be entitled to reimbursement by the Company for all amounts drawn under the Letter of Credit pursuant to a reimbursement agreement (the “Reimbursement Agreement”) among the Bank and the Company; and

WHEREAS, the Authority has entered into that certain Loan Agreement, dated as of February 1, 2000 (the “Loan Agreement”), with the Company wherein the Authority will loan the proceeds of the Bonds to the Company, and wherein the Company agrees, among other things, to make certain loan payments to the Authority, all as set forth in the Agreement; and

WHEREAS, the Authority has determined to assign, transfer, and pledge unto the Trustee, as trustee under this Indenture, all right, title, and interest of the Authority (except for certain rights of the Authority to indemnification and the payment of its costs, fees, and expenses as more particularly described in the Loan Agreement) in and to the Loan Agreement and sums payable thereunder; and

WHEREAS, the Authority is authorized by the Act to borrow money and the Authority deems it necessary to borrow money under and pursuant to provisions hereof for the purposes of, among other things, financing the costs and expenses of the Project (all in accordance with applicable law) and of carrying out its obligations under the terms of the Loan Agreement, and, to that end, the Authority has duly authorized and directed the issuance, sale, and delivery of the Bonds to be issued as fully registered bonds; and to secure payment of the principal thereof and of the interest and premium, if any, thereon and the performance and observance of the covenants and conditions herein contained, the Authority has authorized the execution and delivery of this Indenture; and

WHEREAS, execution and delivery of this Indenture and the issuance of the Bonds hereunder and under the Act have been duly and validly authorized by resolution of the Board of the Authority duly adopted prior to such execution and delivery; and

WHEREAS, all acts and things necessary to make the Bonds, when authenticated by the Trustee and issued as in this Indenture provided, the valid, binding and legal obligations of the Authority in accordance with their terms, and to constitute this Indenture the valid and binding agreement for the security of the Bonds, have been done and performed.

GRANTING CLAUSES AND AGREEMENTS

NOW, THEREFORE, in consideration of the premises and the acceptance by the Trustee of the trusts hereby created and of the purchase and acceptance of the Bonds issued and sold by the Authority under this Indenture by those who shall own the same from time to time, and of the sum of one dollar, lawful money of the United States of America, duly paid to the Authority by the Trustee at or before the execution and delivery of this Indenture, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and for the purpose of fixing and declaring the terms and conditions upon which the Bonds are to be executed, authenticated, issued, delivered and accepted by all persons who shall from time to time be or become owners thereof, and in order to secure the payment of the principal, premium (if any), and interest on the Bonds according to their tenor and effect and the performance and observance by the Authority of all the covenants expressed or implied herein and in the Bonds and

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the payment and performance of all other of the Authority’s obligations, the Authority does hereby grant, bargain, sell, convey, pledge and assign, without recourse, unto the Trustee and unto its successors in the trust forever, and grants to the Trustee and to its successors in the trust, a security interest in all of the following:

GRANTING CLAUSE FIRST

All right, title and interest of the Authority in and to the Loan Agreement and the security granted thereunder and under the Collateral Documents and the other Bond Documents (other than the Authority’s right to indemnification by the Company and the Authority’s right to be paid Administrative Expenses as otherwise provided herein and in the Loan Agreement), including, but not limited to (i) the obligation of the Company under Section 3.03 of the Loan Agreement to make payments at such times and in such amounts as are necessary to pay the principal of, Purchase Price, interest and redemption premium, if any, on the Bonds, (ii) the present and continuing right to make claim for, collect, receive and receipt for any of the sums, amounts, income, revenues, issues and profits and any other sums of money payable or receivable under the Loan Agreement, the Collateral Documents and the other Bond Documents (except for the right to receive any Administrative Fees or Expenses and any Additional Payments to the extent payable to the Authority and any rights of the Authority to indemnification), (iii) the present and continuing right to bring actions and proceedings thereunder or for the enforcement thereof, and (iv) the present and continuing right to do any and all things which the Authority is or may become entitled to do under the Loan Agreement, the Collateral Documents and the other Bond Documents.

GRANTING CLAUSE SECOND

All right, title and interest of the Authority in and to all money and securities from time to time held by the Trustee under the terms of this Indenture; provided, however, that in consideration of the issuance by the Letter of Credit Bank of the Letter of Credit, the Authority hereby grants a security interest in the Project Fund to the Bank in order to secure payment of the obligations of the Company under the Reimbursement Agreement, the rights of the Bank therein being subject and subordinate to the rights of the Trustee so long as any amount due in respect of the Bonds remains unpaid.

GRANTING CLAUSE THIRD

Any and all other property rights and interests of every kind and nature from time to time hereafter by delivery or by writing of any kind granted, bargained, sold, alienated, demised, released, conveyed, assigned, transferred, mortgaged, pledged, hypothecated or otherwise subjected hereto, as and for additional security herewith, by the Company or any other person on its behalf or with its written consent or by the Authority or any other person on its behalf or with its written consent, and the Trustee is hereby authorized to receive any and all such property at any and all times and to hold and apply the same subject to the terms hereof.

PROVIDED THAT THE BONDS AND THE AUTHORITY’S COVENANT UNDER THIS INDENTURE ARE SPECIAL, LIMITED OBLIGATIONS OF THE AUTHORITY, PAYABLE SOLELY FROM THE REVENUES AND OTHER MONEY

3

PLEDGED THEREFOR DESCRIBED HEREIN AND IN THE LOAN AGREEMENT; THAT THE OBLIGATION TO REIMBURSE THE BANK FOR DRAWS UNDER THE LETTER OF CREDIT AND THE OTHER OBLIGATIONS UNDER THE REIMBURSEMENT AGREEMENT ARE SOLELY OBLIGATIONS OF THE COMPANY AND ARE NOT IN ANY MANNER OBLIGATIONS OF THE AUTHORITY, THE COMMONWEALTH OF PENNSYLVANIA OR ANY POLITICAL SUBDIVISION THEREOF, AND THAT NEITHER THE GENERAL CREDIT OF THE AUTHORITY NOR THE GENERAL CREDIT OR THE TAXING POWER OF THE COMMONWEALTH OF PENNSYLVANIA OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED FOR THE PAYMENT OF THE BONDS OR THE PERFORMANCE OF THE AUTHORITY’S COVENANTS UNDER THIS INDENTURE, AND NEITHER THE BONDS NOR THIS INDENTURE SHALL BE OR BE DEEMED AN OBLIGATION OF THE COMMONWEALTH OF PENNSYLVANIA OR ANY POLITICAL SUBDIVISION THEREOF; IT BEING FURTHER UNDERSTOOD THAT THE AUTHORITY HAS NO TAXING POWER;

THE BONDS ARE NOT AND SHALL NOT BE IN ANY WAY A DEBT OR LIABILITY OF THE COMMONWEALTH OF PENNSYLVANIA OR OF ANY POLITICAL SUBDIVISION THEREOF, EXCEPT THE AUTHORITY, AND DO NOT AND SHALL NOT CREATE OR CONSTITUTE ANY INDEBTEDNESS, LIABILITY OR OBLIGATION OF SAID STATE, OR OF ANY POLITICAL SUBDIVISION, EXCEPT THE AUTHORITY, WHETHER LEGAL, MORAL OR OTHERWISE.  THE BONDS DO NOT NOW AND SHALL NEVER CONSTITUTE A CHARGE AGAINST THE GENERAL CREDIT OF THE AUTHORITY.

TO HAVE AND TO HOLD all and singular the Trust Estate with all privileges and appurtenances hereby conveyed and assigned, or agreed or intended so to be to the Trustee and its successors in trust forever.

IN TRUST NEVERTHELESS, under and subject to the terms and conditions hereinafter set forth, (a) for the equal benefit, protection and security of the owners of any and all of the Bonds, all of which regardless of the time or times of their issuance or maturity shall be of equal rank, without preference, priority or distinction of any of the Bonds over any other thereof, except as otherwise provided in or pursuant to this Indenture, (b) for securing the observance and performance of the Authority’s obligations and of all others of the conditions, promises, stipulations, agreements and terms and provisions of this Indenture and the uses and purposes herein expressed and declared, and (c) for the benefit of the Letter of Credit Bank.

PROVIDED, HOWEVER, that if the Authority, its successors or assigns, well and truly pays, or causes to be paid, the principal or purchase price of the Bonds issued hereunder and the premium (if any) and interest due or to become due thereon, at the times and in the manner mentioned in the Bonds and as provided herein, according to the true intent and meaning thereof, and shall cause the payments to be made into the Bond Fund as required under Article VI hereof, or shall provide, as permitted hereby, for payment thereof, in accordance with Article XI hereof, and shall well and truly keep, perform and observe all of the covenants and conditions pursuant to the terms of this Indenture and all other of the Authority’s obligations to be kept, performed and observed by it, and shall pay or cause to be paid to the Trustee all sums of money due or to become due in accordance with the terms and provisions hereof, then upon such final payments or

4

deposits as provided in Article XI hereof, and upon the termination of the Loan Agreement, the right, title and interest of the Trustee in and to the Trust Estate shall cease, terminate and be void, and the Trustee shall thereupon assign, transfer, and turn over the Trust Estate to the Letter of Credit Bank; provided, that if the Trustee shall have received written evidence from the Letter of Credit Bank that all obligations of the Company under the Reimbursement Agreement have been satisfied and that the Reimbursement Agreement has been terminated, or if no Letter of Credit Bank shall then exist, the Trust Estate shall be assigned, transferred and turned over to the Company; and the Trustee shall execute and deliver to the Authority, the Letter of Credit Bank and the Company, as appropriate, such instruments in writing as shall be requisite to evidence such transfer of the Trust Estate.  Upon the Trustee’s assignment, transfer and turning over to the Letter of Credit Bank or the Company, as appropriate, of the Trust Estate pursuant to the provisions of Section XI hereof, the Trustee shall have no further duties, responsibilities or obligations under and pursuant to this Indenture.

AND IT IS EXPRESSLY DECLARED that all Bonds issued and secured hereunder are to be issued, authenticated and delivered and all of the Trust Estate hereby pledged is to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes hereinafter expressed, and the Authority has agreed and covenanted and intending to be legally bound does hereby agree and covenant with the Trustee and with the respective Owners from time to time of the Bonds, or any part thereof as follows:

ARTICLE I- DEFINITIONS: CONTENT OF CERTIFICATES AND OPINIONS

Section 1.01           Definitions.  Unless the context otherwise requires, the terms defined in this Section shall, for all purposes of the recitals hereto, this Indenture and of any indenture supplemental hereto and of any certificate, opinion or other document herein mentioned, have the meanings herein specified, to be equally applicable to both the singular and plural forms of any of the terms herein defined.  Unless otherwise defined in this Indenture, all terms used herein shall have the meanings assigned to such terms in the Act.

“Accountant” means any firm of independent certified public accountants (not an individual) selected by the Company and acceptable to the Bank.

“Act” means Economic Development Financing Law of the Commonwealth, as defined above.

“Additional Payments” means any payments required to be made by the Company pursuant to the Loan Agreement which are not required to be (i) applied to the payment of scheduled debt service on the Bonds or (ii) reimbursed to the Letter of Credit Bank for money drawn on the Letter of Credit to pay debt service on the Bonds.

“Administrative Expenses” means those expenses of the Authority and the Bank which are properly chargeable to the Company on account of the Bonds and the Bond Documents as administrative expenses under Generally Accepted Accounting Principles and include, without limiting the generality of the foregoing, the following: (a) fees and expenses of the Trustee, the Tender Agent, the Authority, the Bank and the Placement Agent; and (b) fees and expenses of the

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Authority’s, the Bank’s, the Trustee’s, the Tender Agent’s and the Placement Agent’s professional advisors reasonably necessary and fairly attributable to the Project Facilities, including without limiting the generality of the foregoing, fees and expenses of the Authority’s, the Trustee’s, the Bank’s and the Placement Agent’s counsel.

“Authority” means the Bradford County Industrial Development Authority, as defined above, and its successors and assigns.

“Authority Board” shall mean at any given time the governing body of the Authority.

“Authority Officer” means the Chairman, Vice Chairman, Secretary or Assistant Secretary and, when used with reference to an act or document, also means any other person authorized by resolution of the Authority to perform such act or sign such document.

“Authorized Representative” means with respect to the Company, the president, or any other person designated as an Authorized Representative of the Company, by a certified resolution of the Company filed with the Trustee.

“Available Money” means (i) money derived from drawings under the Letter of Credit, (ii) money held by the Trustee in funds and accounts established under this Indenture for a period of at least one hundred twenty-four (124) days and not commingled with any money so held for less than said one hundred twenty-four (124) day period and during and prior to which period, no petition in bankruptcy was filed by or against the Company or the Authority under the Bankruptcy Code or any applicable state bankruptcy or insolvency law, unless such petition was dismissed and all applicable appeal periods have expired without an appeal having been filed, (iii) investment income derived from the investment of money described in clauses (i) or (ii) above, or (iv) any other money, if the Trustee and the Letter of Credit Bank have received an opinion of nationally recognized counsel acceptable to Moody’s experienced in bankruptcy matters to the effect that payment of the principal or purchase price of or interest on the Bonds with such money would not, in the event of bankruptcy of the Company, the Authority, any affiliate of the Company or other payor, constitute a voidable preference under the Bankruptcy Code or any applicable state bankruptcy or insolvency law.

“Bank” means First Union National Bank, a national banking association organized under the laws of the United States of America, whose principal office is located in Charlotte, North Carolina, its lawful successors and assigns and, if applicable, the issuer of any Substitute Letter of Credit hereunder.

“Bankruptcy Code” means the Federal Bankruptcy Code, 11 U.S.C. §101 et seq., as amended and supplemented from time to time.

“Bond Counsel” means Rhoads & Sinon LLP, Harrisburg, Pennsylvania, or such other attorney at law or firm of attorneys at law of nationally recognized standing in matters pertaining to bonds issued by states and their political subdivisions (including the status of the interest paid thereon for federal income tax purposes), duly admitted to the practice of law before the highest court of any state, district or territory of the United States of America.

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“Bond Documents” means any or all of the Loan Agreement, this Indenture, the Tender Agent Agreement, the Remarketing Agreement and all documents, certificates and instruments executed in connection therewith.

“Bond Fund” means the fund created in Section 6.01 hereof.

“Bond Registrar” means any bank, national banking association or trust company designated as registrar for the Bonds, and its successor appointed under the Indenture.

“Bonds” means the Bonds as defined above.

“Bond Year” shall have the meaning ascribed to such term in the Tax Compliance Agreement delivered by the Company on the date of issuance of the Bonds.

“Business Day” shall mean any day other than (i) a Saturday or Sunday, or (ii) a legal holiday on which banking institutions in the State of New York, the Commonwealth of Pennsylvania, the State of North Carolina, the City of New York or the city in which the corporate trust office of the Trustee and the Tender Agent having responsibility for the administration of the Indenture or the principal office of the Bank are authorized or required by law to close, or (iii) a day on which the New York Stock Exchange is closed.

“Certificate.” “Statement.” “Request.” “Requisition” and “Order” means (a) with respect to the Authority, a written certificate, statement, request, requisition or order signed in the name of the Authority by its Chairman, Vice Chairman, or such other person as may be designated and authorized to sign for the Authority, or (b) with respect to the Company, a written certificate, statement, request, requisition or order signed by an Authorized Representative of the Company.  Any such instrument and supporting opinions or representations, if any, may, but need not, be combined in a single instrument with any other instrument, opinion or representation, and the two or more so combined shall be read and construed as a single instrument.  If and to the extent required by Section 1.02 hereof, each such instrument shall include the statements provided for in such Section 1.02.

“Certified Resolution of the Authority” means a copy of a resolution of the Authority Board certified by the Secretary or an Assistant Secretary of the Authority, or other officer serving in a similar capacity, under its corporate seal, to have been duly adopted by the Authority Board and to be in full force and effect on the date of such certification.

“Certified Resolution of the Company” means a copy of the resolution or other appropriate action of the Company duly adopted and in full force and effect as of the date of the execution and delivery of the Bonds and the Letter of Credit.

“Clearing Fund” means the fund established by that name pursuant to Section 3.03 hereof.

“Closing Date” means February 18, 2000, or such other date which shall be the date of the execution and delivery of the Loan Agreement and the other Bond Documents and the issuance and delivery of the Bonds.

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“Code” means the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunder, to the extent applicable to the Bonds.

“Collateral” means all of the rights and assets of the Company or any other Person in which the Authority or the Trustee is now or hereafter granted a lien or security interest in order to secure the performance of (i) the Company’s obligations under the Loan Agreement or any of the Collateral Documents or (ii) the obligations of the Authority hereunder or under the Bonds.

“Collateral Documents” means all documents executed and delivered or to be executed and delivered and under which the Authority or the Trustee is granted a lien or security interest in any of the rights and assets of the Company or any other Person in order to secure the performance of the Company’s obligations under the Loan Agreement or any other Bond Documents or the obligations of the Authority hereunder or under the Bonds.

“Commonwealth” means the Commonwealth of Pennsylvania.

“Company” means Stabler Companies Inc., a Pennsylvania business corporation.

“Completion Date” means the date of completion of the Project, as that date shall be certified as provided in Section 2.03 of the Loan Agreement.

“Conversion Date” means the Optional Conversion Date.

“Conversion Option” means the option granted to the Company in Section 5.01 hereof pursuant to which the interest rate on the Bonds is converted from the Floating Rate to the Fixed Rate as of the Optional Conversion Date.

“Cost” or “Costs” means any cost in respect of the Project Facilities permitted under the Act and the Code.

“Counsel” means an attorney-at-law or law firm (who may be counsel for the Company or for the Authority) not unsatisfactory to the Trustee.

“County” means the County of Bradford, Pennsylvania.

“Debt Service Requirements.” with reference to a specified period means, with respect to Bonds:

(a)amounts required to be paid into any mandatory sinking fund account during the period; and

(b)amounts needed to pay the principal of such indebtedness maturing during the period and not to be redeemed prior to maturity from amounts on deposit in any sinking fund or redemption, retirement or similar fund or account; and

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(c)interest payable on the subject indebtedness during the period, excluding capitalized interest and amounts on deposit with the Trustee which are available under the Indenture to pay interest with respect to such indebtedness.

“Demand Purchase Notice” means a notice delivered pursuant to paragraph (i) of Section 5.04 hereof.

“Demand Purchase Option” means the option granted to Owners of Bonds to require that Bonds be purchased prior to the Conversion Date pursuant to Section 5.04 hereof.

“Designated Corporate Trust Office” means the designated corporate trust office of the Trustee, which at the date of the execution of the Indenture is located at 213 Market Street, Harrisburg, PA.

“Determination Date” means with respect to any Floating Rate Bonds, each Wednesday or if such Wednesday is not a Business Day, on the next succeeding Business Day.

“Determination of Taxability” means, with respect to any Bond, the first to occur of the following events: (i) the date on which the Company determines that an Event of Taxability (hereinafter defined) has occurred by filing with the Trustee a statement to that effect supported by one or more tax schedules, returns or documents that disclose that such an Event of Taxability has occurred; (ii) the date on which the Company or the Trustee is advised by private ruling, technical advice or any other written communication from any authorized official of the Internal Revenue Service that, based upon any filings of the Company or any other person or entity, or upon any review or audit of the Company or any other person or entity, or upon any other grounds whatsoever, an Event of Taxability has occurred; (iii) the date on which the Trustee or the Company is advised that a court of competent jurisdiction has issued an order, declaration, ruling or judgment to the effect that an Event of Taxability has occurred; (iv) the date the Trustee shall have received written notice from any owner of the Bonds that such owner has received a written assertion or claim by any authorized official of the Internal Revenue Service that an Event of Taxability has occurred; or (v) the date the Trustee is notified that the Internal Revenue Service has issued any private ruling, technical advice or any other written communication, with or to the effect that an Event of Taxability has occurred; provided, however, that (a) no Determination of Taxability described in each of clauses (i) or (v) above shall be deemed to have occurred unless the Trustee shall have received a written opinion of Rhoads & Sinon LLP or other nationally recognized bond counsel satisfactory to the Bank and the Company and not unsatisfactory to the Trustee, and in form and substance satisfactory to the Bank and the Company and not unsatisfactory to the Trustee, to the effect that an Event of Taxability has occurred, and (b) no Determination of Taxability described in each of clauses (i), (ii), (iii), (iv) or (v) above shall be deemed to have occurred until 180 days shall have elapsed from the dates described in clauses (i), (ii), (iii), (iv) or (v) above without such Determination of Taxability having been rescinded or cancelled.

“DTC” means The Depository Trust Company.

“Event of Default” means any of the events specified in Section 8.01 of this Indenture.

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“Event of Taxability’ means, with respect to any Bond, a change of law or regulation, or the interpretation thereof, or the occurrence of any other event or the existence of any other circumstances (including without limitation the fact that any representations or warranties of the Company or the Authority made in connection with the issuance of any Bond is or was untrue or that a covenant of the Company has been breached) that has the effect of causing interest payable on any Bond to be includable in gross income for federal income tax purposes under Section 103 of the Code other than by reason that such interest (i) is includable in the gross income of an owner or former owner of any Bond while such owner or former owner is or was a “substantial user” or a “related person” to a “substantial user” of the Project Facilities (as such terms are used in Section 147(a)(l) of the Code) or (ii) is deemed an item of tax preference, including without limitation an item of tax preference, including without limitation an item subject to any alternative minimum tax.

“Fiscal Year” means the period of twelve (12) consecutive months beginning January 1 of each year, or such other period of twelve consecutive months established by the Company as its new Fiscal Year.

“Fixed Rate” means the interest rate in effect on any Bonds from and after the Conversion Date, as said rate is determined in accordance with Section 2.02(D) hereof.

“Fixed Rate Bonds” means any Bonds which shall be converted to a Fixed Rate in accordance with the provisions of this Indenture.

“Fixed Rate Period” means, with respect to any Bonds, a period during which interest on such Bonds accrues at a Fixed Rate.

“Floating Rate” means a variable rate of interest equal to the minimum rate of interest necessary, in the sole judgment of the Remarketing Agent, to sell the Bonds at a price equal to the principal amount thereof, exclusive of accrued interest, if any, thereon; said interest rate to be in effect on the Bonds from the date of issuance of the Bonds until (but not including) the Conversion Date, as said rate is determined in accordance with Section 2.02(C) hereof.

“Floating Rate Bonds” means any Bonds which bear interest at the Floating Rate.

“Generally Accepted Accounting Principles” means those accounting principles applicable in the preparation of financial statements of business institutions or industrial development authorities, as appropriate, as promulgated by the Financial Accounting Standards Board or such other body recognized as authoritative by the American Institute of Certified Public Accountants or any successor body.

“Government Obligations” means direct obligations of (including obligations issued or held in book entry form), or obligations the principal of and interest on which are unconditionally guaranteed as to full and timely payment by the United States of America.

“Holder,” “Owner” or “Bondholders” whenever used herein with respect to a Bond, means the person in whose name such Bond is registered on the registration books maintained by the Trustee.

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“Indenture” means this Indenture, as originally executed or as it may from time to time be supplemented, modified or amended by any Supplemental Indenture.

“Interest Payment Date” means, prior to the Conversion Date, the first (1st) Business Day of each calendar month, commencing April 3, 2000, and from and after the Conversion Date, February 1 and August 1 of each year, commencing on the February 1 or August 1 next following the Conversion Date.

“Investment Securities” means any of the following which at the time are legal investments under the laws of the Commonwealth for money held hereunder and then proposed to be invested therein:

(i)Government Obligations;

(ii)bonds, debentures, notes or other evidences of indebtedness issued by any agency or other governmental or other government-sponsored agencies which may be hereafter created by the United States, provided, however, that the full and timely payment of the securities issued by each such agency or government sponsored agency is secured by the full faith and credit of the United States;

(iii)certificates of deposit of, or time deposits in, any bank (including the Trustee) or savings and loan association having securities rated at the time of purchase or acquisition in one of the three highest rating categories of Moody’s or S&P;

(iv)certificates which evidence ownership of the right to the payment of the principal of and interest on obligations described in clauses (i) and (ii) of this definition, provided that such obligations are held in the custody of a bank or trust company acceptable to the Trustee in a special account separate from the general assets of such custodian;

(v)obligations which are rated at the time of purchase in one of the two highest rating categories of Moody’s and the interest on which is not includable in gross income for federal income tax purposes and the timely payment of the principal of and interest on which is fully provided for by the deposit in trust or escrow of cash or obligations described in clauses (i) or (ii) of this definition;

(vi)guaranteed investment contracts or other similar financial instruments with a commercial bank, insurance company or other financial institution whose long term debt obligations are rated at the time of purchase in one of the two highest rating categories by Moody’s;

(vii)any investment approved in writing by the Bank and Moody’s;

(viii)repurchase agreements issued by financial institutions (i) insured by the Federal Deposit Insurance Corporation or (ii) whose senior debt obligations at the time of purchase are rated in any of the three highest rating categories by Moody’s; provided, such repurchase agreements are subject to perfected security interests in the

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Investment Securities of the kind specified in paragraphs (i) or (ii) above; and provided, further (1) the Trustee has possession of the collateral, (2) the Trustee has a perfected first security interest in the collateral, (3) the collateral is free and clear of any third party liens and (4) failure to maintain the requisite collateral percentage will require the Trustee to liquidate the collateral;

(ix)money market funds investing in Investment Securities of the kind specified in paragraphs (i) or (ii) above; and

(x)any other security or obligation constituting a permitted investment under the Act, provided that the Bank and Moody’s consent to the investment of funds in such security or obligation.

“Issue Date” means the date on which the Trustee authenticates the Bonds and on which the Bonds are delivered to the purchasers thereof upon original issuance.

“Letter of Credit” means the Irrevocable Direct Pay Letter of Credit issued by the Letter of Credit Bank pursuant to the provisions of the Reimbursement Agreement, or, in the event of delivery of a Substitute Letter of Credit, such Substitute Letter of Credit.

“Letter of Credit Bank” means the Bank, as issuer of the Letter of Credit, and its lawful successors and assigns, and to the extent applicable, the issuer of any Substitute Letter of Credit.

“Letter of Credit Termination Date” means the later of (i) that date upon which the Letter of Credit shall expire or terminate pursuant to its terms, or (ii) that date to which the expiration or termination of the Letter of Credit may be extended, from time to time, either by extension or renewal of the existing Letter of Credit or the issuance of a Substitute Letter of Credit.

“Letter of Representation” means the Letter of Representation by and among DTC, the Tender Agent, the Trustee and the Remarketing Agent, described in Section 2.14 hereof and attached hereto as Exhibit D.

“Loan Agreement” means the Loan Agreement, dated as of February 1, 2000, between the Authority and the Company, together with all supplements thereto.

“Mandatory Tender Date” means a date upon which Bonds are subject to mandatory tender in accordance with terms of Section 5.03 hereof

“Mandatory Tender Notice” means the notice required to be given in connection with a mandatory tender of Bonds in accordance with provisions of Section 5.03 hereof

“Maturity Date” means, with respect to the Bonds, February 1, 2015.

“Maximum Rate” means the lesser of (i) fifteen percent (15%) per annum or (ii) the highest rate permitted by applicable law.

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“Moody’s” means Moody’s Investors Service, a corporation organized and existing under the laws of the State of Delaware, its successors and their assigns, or, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, any other nationally recognized securities rating agency designated by the Authority, with the approval of the Company.

“Net Proceeds” when used with respect to any insurance proceeds or any condemnation award, means the amount remaining after deducting all expenses (including attorneys’ fees and disbursements) incurred in the collection of such proceeds or award from the gross proceeds thereof.

“Obligation Termination Date” means the date on which the Bank delivers to the Trustee a certificate to the effect that all obligations owing to the Bank under the Reimbursement Agreement have been paid in full.

“Officers’ Certificate” means with respect to the Authority, a certificate, duly executed by the Chairman or Vice Chairman, Secretary or Assistant Secretary, Treasurer or Assistant Treasurer of the Authority, under the corporate seal of the Authority; or with respect to the Company, a certificate duly executed by an Authorized Representative of the Company.

“Opinion of Counsel” means a written opinion of counsel (who may be counsel for the Authority) selected by the Authority.  If and to the extent required by the provisions of Section 1.02 hereof, each Opinion of Counsel shall include in substance the statements provided for in such Section 1.02.

“Optional Conversion Date” means that date on or after April 3, 2000, which shall be a Business Day, from and after which the interest rate on the Bonds is converted from the Floating Rate to the Fixed Rate as a result of the exercise by the Company of the Conversion Option in accordance with the terms of this Indenture.

“Outstanding.” when used as of any particular time with reference to Bonds, means (subject to the provisions of Section 12.10) all Bonds theretofore, or thereupon being, authenticated and delivered by the Trustee under this Indenture, except (1) Bonds theretofore cancelled by the Trustee or surrendered to the Trustee for cancellation; (2) Bonds with respect to which all liability of the Authority shall have been discharged in accordance with Section 11.02, including Bonds (or portions of Bonds) referred to in Section 12.10; and (3) Bonds for the transfer or exchange of or in lieu of or in substitution for which other Bonds shall have been authenticated and delivered by the Trustee pursuant to this Indenture.

“Permitted Encumbrances” means any liens or encumbrances permitted under the Reimbursement Agreement or otherwise permitted by the Bank.

“Person” means an individual, corporation, firm, association, partnership, trust, or other legal entity or group of entities, including a governmental entity or any agency or political subdivision thereof.

“Placement Agent” means First Union Securities, Inc.

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“Pledge Agreement” means (i) the Pledge Security and Indemnification Agreement dated as of February 1, 2000, by and between the Bank and the Company, and any amendments or supplements thereto, and (ii) the Pledge Security and Indemnification Agreement made by the Company to any Substitute Bank, and any amendments or supplements thereto.

“Pledged Bonds” means any Bonds which shall, at the time of determination thereof, be held in pledge for the benefit of the Bank by the Pledged Bonds Custodian pursuant to the Pledge Agreement.

“Pledged Bonds Custodian” means that banking corporation which serves as the custodian for the Pledged Bonds under the terms and conditions of the Pledge Agreement.  The initial Pledged Bonds Custodian shall be the Tender Agent,

“Project” means (i) the installation of a 300 ton per hour aggregate stone based paving and related materials manufacturing plant at the Property, to used and occupied by State Aggregates; and (ii) the payment of a portion of the cost and expenses of such financing.

“Project Facilities” shall mean the building, fixtures, equipment, machinery and other facilities to be located on the Property, acquired, installed, constructed or purchased, in whole or in part, with the proceeds of the Bonds.

“Project Fund” means the fund established by that name pursuant to Section 6 hereof.

“Property” means certain real property located in the Township of Sheshequin, Bradford County, Pennsylvania, as more fully described in the Collateral Documents.

“Purchase Price” means an amount equal to 100% of the principal amount of any Bond tendered or deemed tendered pursuant to Sections 5.01, 5.03 or 5.04 hereof, plus accrued and unpaid interest thereon to the date of purchase.

“Rating Agency” means Moody’s when the Bonds are rated by Moody’s and S&P when the Bonds are rated by S&P.

“Rating Category” means one of the general rating categories of Moody’s or S&P, without regard to any refinement or gradation of such rating category by a numerical modifier or otherwise.

“Rebate Fund” means the fund by that name established pursuant to the provisions of Section 6.13 hereof.

“Record Date” means, prior to the Conversion Date, that which is the calendar day next preceding any Interest Payment Date and thereafter, that date which is the fifteenth (15th) day next preceding any Interest Payment Date.

“Reimbursement Agreement” means the Reimbursement Agreement dated as of February 1, 2000, by and among the Company and the Bank, and any other similar agreement

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entered into in connection with the issuance of any Substitute Letter of Credit and any and all modifications, alterations, amendments and supplements thereto.

“Remarketing Agent” means (singly or collectively, as the case may be) the remarketing agent(s) appointed by the Company and approved in writing by the Authority and at the time serving as such under the Remarketing Agreement.

“Remarketing Agreement” means the Remarketing Agreement, dated as of February 1, 2000, by and between the Company and First Union Securities, Inc..

“Revenues” means all amounts received by the Authority or the Trustee for the account of the Authority pursuant or with respect to the Loan Agreement, and all amounts received by the Authority or the Trustee with respect to the Letter of Credit, including without limiting the generality of the foregoing, payments under the Loan Agreement (including both timely and delinquent payments and late charges, and whether paid from any source), prepayments, insurance proceeds, condemnation proceeds, and all interest, profits or other income derived from the investment of amounts in any fund or account established pursuant to this Indenture.

“S&P” means Standard & Poor’s Corporation, a corporation organized and existing under the laws of the State of Delaware, its successors and their assigns, or, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency designated by the Authority, with the approval of the Company.

“State Aggregates” means State Aggregates Inc., a Pennsylvania business corporation.

“Substitute Bank” means a commercial bank, savings and loan association or savings bank which has issued a Substitute Letter of Credit.

“Substitute Letter of Credit” means a letter of credit delivered to the Trustee in accordance with Section 4.07 of the Loan Agreement (i) issued by the Bank or a Substitute Bank, the short term unsecured debt of which shall then have been assigned a rating by Moody’s of “P-1” (ii) replacing any existing Letter of Credit, (iii) dated no later than the date of the expiration or replacement date of the Letter of Credit for which the same is to be substituted, (iv) which shall expire on a date which is fifteen (15) days after an Interest Payment Date for the Bonds, (v) having a term of at least one year; and (vi) issued on substantially identical terms and conditions as the then existing Letter of Credit except that the stated amount of the Substitute Letter of Credit shall equal the sum of (A) the aggregate principal amount of Bonds at the time outstanding, plus (B) an amount equal to (i) prior to the Conversion Date, forty-six (46) days, interest (computed at a maximum rate of fifteen percent (15%) per annum) on all Bonds at the time Outstanding; and (ii) from and after the Conversion Date, two hundred (200) days’ interest (computed at the Fixed Rate on all Bonds at the time Outstanding).

“Substitution Date” shall mean the date the Company delivers a Substitute Letter of Credit to the Trustee in accordance with the terms and conditions of Section 4.07 of the Loan Agreement.

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“Supplemental Indenture” means any indenture hereafter duly authorized and entered into between the Authority and the Trustee, supplementing, modifying or amending this Indenture, but only if and to the extent that such Supplemental Indenture is specifically authorized hereunder.

“Tax Compliance Agreement” means the Tax Compliance Agreement and Certificate dated February 1, 2000, by and among the Authority, the Company and the Trustee.

“Tender Agent” means Allfirst Bank and its successors and any corporation resulting from or surviving any consolidation or merger to which it or its successors may be a party and any successor Tender Agent at the time serving as successor Tender Agent hereunder and under the Tender Agent Agreement. “Delivery Office” and “Designated Office” of the Tender Agent means 213 Market Street, Harrisburg, PA, or such other address as may be designated in writing to the Authority, the Trustee, the Remarking Agent and the Company.

“Tender Agent Agreement” means the Tender Agent Agreement dated as of February 1, 2000, among the Company and the Trustee, as Tender Agent, and any amendments and supplements thereto.

“Trust Estate” means all property rights and interests transferred, assigned, or otherwise pledged to the Trustee and the Letter of Credit Bank pursuant to the Granting Clauses hereof, which does not include the money on deposit from time to time in the Rebate Fund pursuant to Section 6.13 hereof

“Trustee” means Allfirst Bank and its successors and any corporation resulting from or surviving any consolidation or merger to which it or its successors may be a party and any successor trustee at the time serving as successor trustee hereunder.

“Unremarketed Bonds” means Bonds which have been purchased pursuant to Sections 5.01, 5.03 or 5.04 hereof but which have not been remarketed.

“Weekly Period” shall mean, while the Bonds bear interest at the Floating Rate, the weekly period that begins on and includes Thursday of each calendar week and ends at the close of business on Wednesday of the next succeeding week.

Section 1.02Content of Certificates and Opinions.  The Trustee may, but shall not be obligated to, require that every certificate or opinion provided for in this Indenture with respect to compliance with any provision hereof shall include (1) a statement to the effect that the Person making or giving such certificate or opinion has read such provision and the definitions herein relating thereto; (2) a brief statement as to the nature and scope of the examination or investigation upon which the certificate or opinion is based; (3) a statement to the effect that in the opinion of such person, he has made or caused to be made such examination or investigation as is necessary to enable him to express an informed opinion with respect to the subject matter referred to in the instrument to which his signature is affixed; (4) a statement of the assumptions upon which such certificate or opinion is based, and that such assumptions are reasonable; and (5) a statement as to whether, in the opinion of such person, such provision has been complied with.

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Any such certificate or opinion made or given by an officer of the Authority or the Company may be based, insofar as it relates to legal or accounting matters, upon a certificate or opinion of or representation by counsel or an accountant, unless such officer knows, or in the exercise of reasonable care should have known, that the certificate, opinion or representation with respect to the matters upon which such certificate or statement may be based, as aforesaid, is erroneous.  Any such certificate or opinion made or given by counsel or an accountant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Authority or the Company as the case may be) upon a certificate or opinion of or representation by an officer of the Authority or the Company, unless such counsel or accountant knows, or in the exercise of reasonable care should have known, that the certificate or opinion or representation with respect to the matters upon which such person’s certificate or opinion or representation may be based, as aforesaid, is erroneous.  The same officer of the Authority or the Company, or the same counsel or accountant, as the case may be, need not certify to all of the matters required to be certified under any provision of this Indenture, but different officers, counsel or accountants may certify to different matters, respectively.

Section 1.03Interpretation.

(a)Unless the context otherwise indicates, words expressed in the singular shall include the plural and vice versa and the use of the neuter, masculine, or feminine gender is for convenience only and shall be deemed to mean and include the neuter, masculine or feminine gender, as appropriate.

(b)Headings of articles and sections herein and the table of contents hereof are solely for convenience of reference, do not constitute a part hereof and shall not affect the meaning, construction or effect hereof.

(c)All references herein to “Articles,” “Sections” and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Indenture; the words “herein,” “hereof,” “hereby,” “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or subdivision hereof

(d)Whenever in this Indenture it is required that notice be provided to the Bank or that consent of the Bank be obtained, such provisions shall be effective only when (i) the Letter of Credit is in effect or (ii) the Bank, in its capacity as provider of the Letter of Credit, is the Holder of any Bonds.

ARTICLE II- THE BONDS

Section 2.01Authorization of Bonds.  The Bonds shall be issued hereunder in order to obtain money to finance the Project for the benefit of the Authority and the Company.  The Bonds shall be comprised of a series of bonds designated as “Bradford County Industrial Development Authority Variable Rate Demand/Fixed Rate Revenue Bonds (State Aggregates Inc.  Project), Series of 2000” The aggregate principal amount of Bonds which may be issued and Outstanding under this Indenture shall not exceed Four Million Five Hundred Thousand Dollars ($4,500,000).  No additional Bonds may be issued under this Indenture.  This Indenture constitutes a continuing agreement by the Authority for the benefit of the Holders from time to

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time of the Bonds to secure the full payment of the principal of and interest on all such Bonds subject to the covenants, provisions and conditions herein contained.

Section 2.02Terms of Bonds; Interest on the Bonds.

(A) The Bonds shall be issued in fully registered form.  Prior to the Conversion Date, (i) such Bonds shall be outstanding in denominations of $100,000 or any integral multiple of $5,000 in excess thereof; and (ii) such Bonds may not be issued, exchanged or transferred except in the authorized denominations of $100,000 or any integral multiple of $5,000 in excess thereof From and after the Conversion Date, (i) such Bonds shall be Outstanding in denominations of $5,000 or any integral multiple of $5,000 and (ii) such Bonds may not be issued, exchanged or transferred except in the authorized denominations of $5,000 or any integral multiple of $5,000 in excess thereof.  The Bonds shall be dated as of the date of delivery and shall mature, subject to prior redemption, as provided herein.  Unless the Authority shall otherwise direct, prior to the Conversion Date the Bonds shall be lettered “VR” and shall be numbered consecutively from 1 upward and after the Conversion Date the Bonds shall be lettered “FR” and shall be numbered consecutively from 1 upward.

(B) Each of the Bonds shall be dated the Issue Date and shall bear interest, payable (i) prior to the Conversion Date, on the first Business Day of each calendar month, commencing April 3, 2000; (ii) on the Conversion Date and (iii) from and after the Conversion Date, on February 1 and August 1 of each year, commencing on the February 1 or August 1 next following the Conversion Date, in each case from the Interest Payment Date next preceding the date of authentication thereof to which interest has been paid or duly provided for, unless the date of authentication thereof is an Interest Payment Date to which interest has been paid or duly provided for, in which case from the date of authentication thereof, or unless no interest has been paid or duly provided for on the Bonds, in which case from the Issue Date, until payment of the principal thereof has been made or duly provided for.  Notwithstanding the foregoing, any Bond authenticated after any Record Date and before the following Interest Payment Date shall bear interest from such Interest Payment Date; provided, however, that if the Authority shall default in the payment of interest from the next preceding Interest Payment Date to which interest has been paid or duly provided for, or, if no interest has been paid or duly provided for on the Bonds, from the Issue Date.  The Bonds shall mature as provided in Section 4.01 (c) herein.

(C)(i)  From the Issue Date to the Conversion Date, the Bonds shall bear interest at the Floating Rate.  The Floating Rate shall be determined by the Remarketing Agent by 9:30 a.m. on each Determination Date and shall be effective for the immediately following Weekly Period.

(ii)  The Remarketing Agent shall advise the Trustee of the Floating Rate by telephone (confirmed by telecopy to the Trustee) at or before the close of business on each Determination Date.  Upon request of any Bondholder, the Remarketing Agent shall notify such Bondholder of the Floating Rate then borne by the Bonds.

(iii) If for any reason the interest rate on a Bond for any Weekly Period is not determined by the Remarketing Agent pursuant to (C)(i) above, or a court holds that the

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Floating Rate, set as provided pursuant to (C)(i) above, is invalid or unenforceable, the Floating Rate for the Bonds shall be for (a) the first weekly period that the applicable Floating Rate is not determined by the Remarketing Agent or has been determined invalid or unenforceable, a rate per annum equal to the Floating Rate for such series of Bonds established by the Remarketing Agent pursuant to (C)(i) on the immediately preceding Determination Date and (b) on each Determination Date thereafter, shall be a rate per annum equal to 85% of the interest rate per annum for 30 day commercial paper having a rating of A-2/P-2 as reported in The Wall Street Journal on each Determination Date.

(iv) The determination of the Floating Rate by the Remarketing Agent shall be conclusive and binding upon the Authority, the Trustee, the Bank, the Company, the Remarketing Agent, the Tender Agent and the owners of the Bonds.

Anything herein to the contrary notwithstanding, the Floating Rate shall in no event exceed fifteen (15%) per annum.

(D)The Bonds shall bear interest at the Fixed Rate from and after the Conversion Date until the maturity of the Bonds.  The Fixed Rate shall be a fixed annual interest rate on the Bonds, such Fixed Rate to be established by the Remarketing Agent as the rate of interest for which the Remarketing Agent has received commitments from purchasers on or prior to the fifth (5th) day preceding the Conversion Date to purchase all the Outstanding Bonds on the Conversion Date at a price of par.

(E)Prior to the Conversion Date, interest on the Bonds shall be computed on the basis of a 365/366-day year, for the actual number of days elapsed.  On and after the Conversion Date, interest on the Bonds shall be computed on the basis of a 360-day year of twelve 30-day months.  The principal of and premium, if any, on the Bonds shall be payable in lawful money of the United States of America at the Designated Corporate Trust office of the Trustee, or of its successor in trust.  The Purchase Price of the Bonds shall be payable in lawful money of the United States of America by the Tender Agent to the Owner of Bonds entitled to receive such Purchase Price.

Interest on the Bonds shall be payable on each Interest Payment Date to the persons in whose name the Bonds are registered at the close of business on the Record Date for the respective Interest Payment Date.  Interest shall be paid by check mailed to each Owner at the addresses shown on the registration books maintained by the Trustee, provided that such interest shall be paid by wire transfer to (i) the Bank and (ii) any Holder of at least $1,000,000 in aggregate principal amount of Bonds, if the Holder makes a written request to the Trustee at least fifteen (15) days before a Record Date specifying the account address and wiring instructions.  Such a request may provide that it will remain in effect for subsequent interest payments until changed or revoked by written notice to the Trustee or upon the transfer or reregistration of the Bond.

The principal of the Bonds shall be payable in lawful money of the United States of America at the Designated Corporate Trust Office of the Trustee; provided, however, that payment of Bonds tendered pursuant to Sections 5.01, 5.03 and 5.04 hereof shall be paid at the

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Delivery Office of the Trustee.  No payment of principal shall be made on any Bond until such Bond is surrendered to the Trustee at its Designated Corporate Trust Office.

Section 2.03Execution of Bonds.  The Bonds shall be executed in the name and on behalf of the Authority with the manual or facsimile signature of its Chairman or Vice Chairman and attested by the manual or facsimile signature of its Secretary or Assistant Secretary, and the seal of the Authority will be impressed or imprinted on the Bonds by facsimile or otherwise.  The Bonds shall then be delivered to the Trustee for authentication by it.  In case any of the officers who shall have signed or attested any of the Bonds shall cease to be such officer or officers of the Authority before the Bonds so signed or attested shall have been authenticated or delivered by the Trustee or issued by the Authority, such Bonds may nevertheless be authenticated, delivered and issued and, upon such authentication, delivery and issue, shall be as binding upon the Authority as though those who signed and attested the same had continued to be such officers of the Authority, and also any Bond may be signed and attested on behalf of the Authority by such persons as at the actual date of execution of such Bond shall be the proper officers of the Authority although at the nominal date of such Bond any such person shall not have been such officer of the Authority.

Only such of the Bonds as shall bear thereon a certificate of authentication substantially in the form set forth on the form of Bond, manually executed by the Trustee, shall be valid or obligatory for any purpose or entitled to the benefits of this Indenture, and such certificate of the Trustee shall be conclusive evidence that the Bonds so authenticated have been duly executed, authenticated and delivered hereunder and are entitled to the benefits of this Indenture.

Section 2.04Authentication.

(a)The Authority hereby appoints the Tender Agent as a co-authenticating agent for the Bonds.

(b)No Bond shall be valid or obligatory for any purpose or entitled to any security or benefit under this Indenture unless and until a certificate of authentication on such Bond, substantially in the forms set forth in Exhibits A and B, attached hereto, shall have been duly executed by the Trustee or by the Tender Agent and such executed certificate of authentication upon any such Bond shall be conclusive evidence that such Bond has been authenticated and delivered under this Indenture.  The certificate of authentication on any Bond shall be deemed to have been executed by the Trustee or the Tender Agent if signed by an authorized signatory of the Trustee or the Tender Agent, as the case may be, but it shall not be necessary that the same signatory execute the certificate of authentication on all of the Bonds.

(c)In the event the Bond is deemed tendered to the Tender Agent as provided in Section 5.01, 5.03 or 5.04 hereof but is not physically delivered to the Tender Agent, the Authority shall execute and the Trustee or the Tender Agent shall authenticate a new Bond of like denomination as that deemed tendered.

Section 2.05Form of Bonds.  The Floating Rate Bonds and the certificate of authentication to be endorsed thereon prior to the Conversion Date are to be substantially in the

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form set forth in Exhibit A attached hereto, with appropriate variations, omissions and insertions as permitted or required by this Indenture and applicable law.  The Fixed Rate Bonds and the certificate of authentication to be endorsed thereon are to be in substantially the form set forth in Exhibit B attached hereto, with appropriate variations, omissions and insertions as permitted or required by this Indenture and applicable law.

Section 2.06Transfer of Bonds.  Any Bond may be transferred in accordance with its terms upon the books required to be kept pursuant to the provisions of Section 2.08 hereof.  Such transfer shall be made, in accordance with the requirements of Section 2.02 hereof, by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such registered Bond for cancellation, accompanied by delivery of a written instrument of transfer, duly executed in a form approved by the Trustee.

Whenever any Bond or Bonds shall be surrendered for transfer, the Authority shall execute and the Trustee or the Tender Agent, as the case may be, shall authenticate and deliver a new Bond or Bonds of the same Series for a like aggregate principal amount.  The Trustee shall require the Bondholder requesting such transfer to pay any tax or other governmental charge required to be paid with respect to such transfer, and may in addition require the payment of a reasonable sum to cover expenses incurred by the Authority or the Trustee in connection with such transfer.

During the Fixed Rate Period, the Trustee shall not be required to transfer any Bond during the period beginning fifteen (15) days before the mailing of notice of redemption calling the Bond or any portion of the Bond for redemption and ending on the redemption date.

Section 2.07Exchange of Bonds.  Bonds may be exchanged at the Designated Corporate Trust Office of the Trustee for a like aggregate principal amount of Bonds of the same Series of other authorized denominations in accordance with the requirements of Section 2.02 hereof.  The Trustee shall require the Bondholder requesting such exchange to pay any tax or other governmental charge required to be paid with respect to such exchange, and may in addition require the payment of a reasonable sum to cover expenses incurred by the Authority or the Trustee in connection with such exchange.

During the Fixed Rate Period, the Trustee shall not be required to exchange any Bond during the period beginning fifteen (15) days before the mailing of notice of redemption calling the Bonds or any portion of the Bonds for redemption and ending on the redemption date.

Section 2.08Bond Registrar.  The Trustee is hereby appointed the Bond Registrar of the Authority and the Tender Agent is hereby appointed the Co-Bond Registrar of the Authority.  The Trustee or the Tender Agent, as the case may be, will keep or cause to be kept sufficient books for the registration and transfer of the Bonds, which shall at all times be open to inspection during regular business hours by the Authority, the Company, the Bank and the Remarketing Agent; and, upon presentation for such purpose, the Trustee or the Tender Agent, as the case may be, shall, under such reasonable regulations as they may prescribe, register or transfer or cause to be registered or transferred, on such books, Bonds as hereinbefore provided.

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Section 2.09Temporary Bonds.  The Bonds may be issued in temporary form exchangeable for definitive Bonds when ready for delivery.  Any temporary Bond may be printed, lithographed or typewritten, shall be of such denomination as may be determined by the Authority, shall be in fully registered form without coupons and may contain such reference to any of the provisions of this Indenture as may be appropriate.  Every temporary Bond shall be executed by the Authority and be authenticated by the Trustee or the Tender Agent, as the case may be, upon the same conditions and in substantially the same manner as the definitive Bonds.  If the Authority issues temporary Bonds it will execute and deliver definitive Bonds as promptly thereafter as practicable, and thereupon the temporary Bonds may be surrendered for cancellation, in exchange therefor at the Designated Corporate Trust Office of the Trustee and the Trustee or the Tender Agent, as the case may be, shall authenticate and deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of authorized denominations.  Until so exchanged, the temporary Bonds shall be entitled to the same benefits under this Indenture as definitive Bonds authenticated and delivered hereunder.

Section 2.10Bond Mutilated, Lost, Destroyed or Stolen.  If any Bond shall become mutilated, the Authority, at the expense of the Holder of said Bond, shall execute and the Trustee shall thereupon authenticate and deliver, a new Bond of like tenor and number in exchange and substitution for the Bond so mutilated, but only upon surrender to the Trustee of the Bond so mutilated.  Every mutilated Bond so surrendered to the Trustee shall be cancelled by it and delivered to, or upon the order of, the Authority.  If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Authority and the Trustee and, if such evidence be satisfactory to both and indemnity satisfactory to them both shall be given, the Authority, at the expense of the Holder, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Bond of like tenor and number in lieu of and in substitution for the Bond so lost, destroyed or stolen (or if any such Bond shall have matured or shall be about to mature, instead of issuing a substitute Bond, the Trustee may pay the same without surrender thereof).  The Authority may require payment by the Holder of a sum not exceeding the actual cost of preparing each new Bond issued under this Section and of the expenses which may be incurred by the Authority and the Trustee in connection therewith.  Any Bond issued under the provisions of this Section in lieu of any Bond alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the Authority whether or not the Bond so alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be entitled to the benefits of this Indenture with all other Bonds secured by this Indenture.

Section 2.11Cancellation and Destruction of Surrendered Bonds.  All Bonds surrendered for payment or redemption and all Bonds purchased with money available for that purpose in any funds established under this Indenture, shall, at the time of such payment or redemption, be cancelled and destroyed by the Trustee.  The Trustee shall deliver to the Authority certificates of destruction with respect to all Bonds destroyed in accordance with this Section.

Section 2.12Acts of Bondholders: Evidence of Ownership.  Any action to be taken by Bondholders may be evidenced by one or more concurrent written instruments of similar tenor signed or executed by such Bondholders in person or by agents appointed in writing.  The fact and date of the execution by any person of any such instrument may be proved

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by acknowledgment before a notary public or other officer empowered to take acknowledgements or by an affidavit of a witness to such execution.  Any action by the Holder of any Bond shall bind all future Holders of the same Bond in respect of any thing done or suffered by the Authority or the Trustee in pursuance thereof

Section 2.13CUSP Number.  The Authority, for the convenience of the registered Owners of the Bonds, may cause CUSIP (Committee on uniform security Identification Procedures) numbers to be printed on such Bonds.  No representation shall be made as to the correctness or accuracy of such numbers, either as printed on such Bonds or as contained in any notice of redemption, and the Authority shall have no liability of any sort with respect thereto.  No reliance with respect to any redemption notices with respect to any Bond may be placed on the identification number printed thereon.

Section 2.14Book-Entry-Only System for the Bonds.

(a)Notwithstanding the foregoing provisions of this Article II, the Bonds shall initially be issued in the form of one fully registered Bond for the aggregate principal amount of the Bonds of each maturity, which Bonds shall be registered in the name of CEDE & Co., as nominee of DTC.  Except as provided in paragraph (g) below, all of the Bonds shall be registered in the registration books kept by the Trustee in the name of CEDE & Co., as nominee of DTC; provided that if DTC shall request that the Bonds be registered in the name of a different nominee, the Trustee shall exchange all or any portion of the Bonds for an equal aggregate principal amount of Bonds registered in the name of such nominee or nominees of DTC.  No person other than DTC or its nominee shall be entitled to receive from the Authority or the Trustee either a Bond or any other evidence of ownership of the Bonds, or any right to receive any payment in respect thereof unless DTC or its nominee shall transfer record ownership of all or any portion of the Bonds on the registration books maintained by the Trustee, in connection with discontinuing the book entry system as provided in paragraph (g) below or otherwise.

(b)So long as the Bonds or any portion thereof are registered in the name of DTC, the principal or redemption price of and interest on such Bond shall be made to DTC or its nominee in same day funds on the dates provided for such payments under this Indenture.  Each such payment to DTC or its nominee shall be valid and effective to fully discharge all liability of the Authority or the Trustee with respect to the principal or redemption price of or interest on the Bonds to the extent of the sum or sums so paid.  In the event of the redemption of less than all of the Bonds Outstanding of any maturity, the Trustee shall not require surrender by DTC or its nominee of the Bonds so redeemed, but DTC (or its nominee) may retain such Bonds and make an appropriate notation on the Bonds certificate as to the amount of such partial redemption; provided that DTC shall deliver to the Trustee, in each case, a written confirmation of such partial redemption and thereafter the records maintained by the Trustee shall be conclusive as to the amount of the Bonds of such maturity which have been redeemed.

(c)The Authority and the Trustee shall treat DTC (or its nominee) as the sole and exclusive Owner of the Bonds registered in its name for the purposes of payment of the principal or redemption price of or interest on the Bonds, selecting the Bonds or portions thereof to be redeemed, giving any notice permitted or required to be given to Owners of Bonds

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under this Indenture, registering the transfer of Bonds, obtaining any consent or other action to be taken by Owners of Bonds and for all other purposes whatsoever; and neither the Authority nor the Trustee shall be affected by any notice to the contrary.  Neither the Authority nor the Trustee shall have any responsibility or obligation to any participant in DTC, any person claiming a beneficial ownership interest in the Bonds under or through DTC or any such participant, or any other person which is not shown on the registration books of the Trustee as being an owner of Bonds, with respect to either: (1) the Bonds; or (2) the accuracy of any records maintained by DTC or any such participants; or (3) the payment by DTC or any such participant of any amount in respect of the principal or redemption price of or interest on the Bonds; or (4) any notice which is permitted or required to be given to Owners of Bonds under this Indenture; or (5) the selection by DTC or any such participant of any person to receive payment in the event of a partial redemption of the Bonds; or (6) any consent given or other action taken by DTC as an Owner of Bonds.

(d)So long as the Bonds or any portion thereof are registered in the name of DTC or any nominee thereof, all notices required or permitted to be given to the Owners of Bonds under this Indenture shall be given to DTC as provided in the Letter of Representation, the form of which is attached hereto as Exhibit D.

(e)In connection with any notice or other communication to be provided to Owners of Bonds pursuant to this Indenture by the Authority or the Trustee with respect to any consent or other action to be taken by Owners of Bonds, DTC shall consider the date of receipt of notice requesting such consent or other action as the Record Date for such consent or other action, provided that the Authority or the Trustee may establish a special Record Date for such consent or other action.  The Authority or the Trustee shall give DTC notice of such special Record Date not less than fifteen (15) calendar days in advance of such special Record Date to the extent possible.

(f)At or prior to settlement for the Bonds, the Authority and the Trustee shall execute or signify their approval of the Letter of Representation in substantially the form attached hereto as Exhibit D. Any successor Trustee shall, in its written acceptance of its duties under this Indenture, agree to take any actions necessary from time to time to comply with the requirements of the Letter of Representation.

(g)The book-entry-only system for registration of the ownership of the Bonds may be discontinued at any time if either: (1) after notice to the Authority and the Trustee, DTC determines to resign as securities depository for the Bonds; or (2) after notice to DTC and the Trustee, the Authority determines that continuation of the system of book-entry-only transfers through DTC (or through a successor securities depository) is not in the best interest of the Authority.  In either of such events, unless the Authority appoints a successor securities depository, the Bonds shall be delivered in registered certificate form to such persons, and in such maturities and principal amounts, as may be designated in writing by DTC, but without any liability on the part of the Authority or the Trustee for the accuracy of such designation.  Whenever DTC requests the Authority and the Trustee to do so, the Authority and the Trustee shall cooperate with DTC in taking appropriate action after reasonable written notice to arrange for another securities depository to maintain custody of certificates evidencing the Bonds.

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ARTICLE III - ID ISSUANCE OF BONDS; APPLICATION OF PROCEEDS

Section 3.01Issuance of the Bonds.  At any time after the execution of this Indenture, the Authority may execute and the Trustee or the Tender Agent, as the case may be, shall authenticate and, upon request of the Authority, deliver the Bonds in the aggregate principal amount of Four Million Five Hundred Thousand Dollars ($4,500,000).

Section 3.02Validity of Bonds.  The validity of the authorization and issuance of the Bonds is not dependent on and shall not be affected in any way by any proceedings taken by the Authority or the Trustee with respect to or in connection with the Loan Agreement.  The recital contained in the Bonds that the same are issued pursuant to the Act and the Constitution and laws of the Commonwealth shall be conclusive evidence of their validity and of compliance with all provisions of law in their issuance.

Section 3.03Disposition of Proceeds of the Bonds and Other Amounts.  The Authority shall deposit or cause to be deposited with the Trustee, immediately upon receipt thereof, all proceeds derived from the sale of the Bonds, together with any money deposited by the Company as an equity contribution.  The Trustee shall deposit all such amounts in a special fund which the Trustee is hereby directed to establish, to be known as the Clearing Fund, and in the following order, the Trustee shall:

(a)Transfer to the persons identified on the Closing Statement delivered to the Trustee on the Closing Date to pay or reserve for payment any and all costs of issuance incurred in connection with the Bonds (including, without limitation, Administrative Expenses); and

(b)Transfer to the Company in accordance with the Closing Statement funds sufficient to reimburse the Company for costs of the Project which were incurred and paid prior to the Closing Date and which are Qualified Project Costs of the Project (as such term is defined in the Tax Compliance Agreement);

(c)Transfer to the credit of the Project Fund the balance of the Clearing Fund not otherwise reserved for payment of the items described in Subsection 3.03(a) above.

ARTICLE IV - REDEMPTION OF BONDS BEFORE MATURITY

Section 4.01Extraordinary Redemption.

(a)The Bonds are callable for redemption in the event (i) the Project Facilities or any portion thereof is damaged or destroyed or taken in a condemnation proceeding as provided in Section 6.04 of the Loan Agreement or (ii) the Company shall exercise its option to cause the Bonds to be redeemed as provided in Section 9.02 of the Loan Agreement.  If called for redemption at any time pursuant to this Section 4.01 (a), the Bonds shall be subject to redemption by the Authority on any Interest Payment Date, in whole or in part, at a redemption price equal to 100% of the principal amount thereof being redeemed, plus accrued interest to the redemption date.

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(b)Mandatory Redemption.  The Bonds are subject to mandatory redemption:

(i)five (5) Business Days prior to the Letter of Credit Termination Date, in whole, at a redemption price equal to one hundred percent (100%) of the principal amount thereof being redeemed plus accrued interest to the redemption date if, on the thirtieth (30th) Business Day prior to the Letter of Credit Termination Date, the Trustee shall not have received a Substitute Letter of Credit which will be effective on or before the Letter of Credit Termination Date.

(ii)on any Interest Payment Date, in whole or in part, at a redemption price equal to one hundred percent (100%) of the principal amount thereof being redeemed plus accrued interest to the redemption date, if any proceeds of the sale of the Bonds remain on deposit in the Project Fund established hereunder upon completion of the Project, as set forth in Section 6.08 hereof.

(iii)     at any time, in whole, within one hundred eighty (180) days after the occurrence of a Determination of Taxability, at a redemption price of one hundred percent (100%) of the aggregate principal amount of Bonds Outstanding plus accrued interest to the redemption date.

Section 4.02Optional Redemption.  On or prior to the Conversion Date, the Bonds are subject to redemption by the Authority, at the option of the Company, at any time, subject to provisions of Section 4.03 hereof, in whole or in part, at the redemption price of 100% of the principal amount thereof being redeemed plus accrued interest to the redemption date.

After the Conversion Date, if the length of time from the Conversion Date to the final maturity date of the Bonds is seven (7) years or more, the Bonds are subject to redemption by the Authority, at the option of the Company, on or after the fifth anniversary of the Conversion Date, in whole at any time or in part on any Interest Payment Date, at the redemption price of 100% of the principal amount thereof being redeemed plus accrued interest to the redemption date.

Notwithstanding the foregoing, no such optional redemption shall occur after the Conversion Date unless there shall be available in the Bond Fund sufficient Available Money to pay all amounts due with respect to such a redemption.

Section 4.03Notice of Redemption.  So long as the Bonds are registered in the name of DTC or its nominee, the Trustee shall cause notice of any redemption of Bonds hereunder to be made in accordance with the Letter of Representation.  If at any time the book— entry-only system shall be discontinued, notice of the call for redemption, identifying the Bonds or portions thereof to be redeemed and the redemption price (including the premium, if any), shall be given by the Trustee by mailing a copy of the redemption notice by first class mail at least thirty (30) days but not more than sixty (60) days prior to the date fixed for redemption in all other instances to the Owner of each Bond to be redeemed in whole or in part at the address shown on the registration books.  Such notice shall contain such matters specified in the Bonds for the redemption thereof and shall state that such redemption is conditional upon the receipt of money

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by the Trustee for such purpose on or prior to the redemption date.  Any notice mailed as provided in this Section shall be conclusively presumed to have been duly given, whether or not the Owner receives the notice.  The Trustee shall deliver a copy of any such redemption notice to the Tender Agent, Company and to the Remarketing Agent.

Section 4.04Interest on Bonds Called for Redemption.  Upon the giving of notice and the deposit of Available Money for redemption at the required times on or prior to the date fixed for redemption, as provided in this Article, interest on the Bonds or portions thereof thus called shall no longer accrue after the date fixed for redemption.

Section 4.05Cancellation.  All Bonds which have been redeemed shall not be reissued but shall be cancelled and destroyed by the Trustee in accordance with Section 2.11 hereof.

Section 4.06Partial Redemption of Bonds.

(a)If less than all the Bonds are to be redeemed, the particular Bonds or portions thereof to be redeemed shall be selected by the Trustee by lot.

(b)Upon surrender of any Bond for redemption in part only, the Authority shall execute and the Trustee shall authenticate and deliver to the Owner thereof a new Bond or Bonds of authorized denominations, in an aggregate principal amount equal to the unredeemed portion of the Bond surrendered.  If all or a portion of Bonds tendered for purchase pursuant to Section 5.04 hereof have been selected by the Trustee for redemption, the Tender Agent, upon receipt of such tendered Bonds, shall authenticate and redeliver only such portion of tendered Bonds not subject to redemption.  The Tender Agent shall deliver to the tendering Bondholder a copy of the notice of redemption, indicating the portion of the Bonds subject thereto, and upon receipt of funds as provided herein, an amount representing the principal of and interest on the bonds not called for redemption.  The principal of and interest accrued on the Bonds called for redemption shall be paid to such bondholder on the redemption date.  The Tender Agent shall cancel the Bond or such portion thereof tendered for purchase and subject to redemption, and shall deliver a certificate evidencing such cancellation and the cancelled Bond to the Trustee.

(c)(i)  Prior to the Conversion Date, in case a Bond is of a denomination larger than $100,000, a portion of such Bond ($100,000 or any integral multiple of $5,000 in excess thereof) may be redeemed, but Bonds shall be redeemed only if the remaining unredeemed portion of such Bond is in the principal amount of $100,000 or any integral multiple of $5,000 in excess of $100,000.

(ii)After the Conversion Date, in case a Bond is of a denomination larger than $5,000, a portion of such Bond ($5,000 or any integral multiple thereof) may be redeemed, but Bonds shall be redeemed only if the remaining unredeemed portion of such Bond is in the principal amount of $5,000 or any integral multiple of $5,000.

(d)Notwithstanding anything to the contrary contained in this Indenture, whenever the Bonds are to be redeemed in part, Bonds which are Pledged Bonds at the time of selection of Bonds for redemption shall be selected for redemption prior to the selection of any

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other Bonds.  If the aggregate principal amount of Pledged Bonds at the time of selection is less than the amount available for the partial redemption of the Bonds, the Trustee may select for redemption Bonds in an aggregate principal amount equal to such excess in such manner as the Trustee in its discretion shall deem fair and appropriate.

Section 4.07Payment of Redemption Price with Available Money.  Notwithstanding any provision to the contrary contained in this Indenture, the payment of the redemption price of Bonds shall be made only from Available Money from the sources and in the order provided in Section 6.03 hereof.  On the Business Day prior to each date that the Bonds are subject to redemption, the Trustee shall draw on the Letter of Credit in accordance with its terms an amount sufficient to pay the full redemption price of the Bonds then subject to redemption.  As long as the Bank is not in default under the Letter of Credit, the Trustee shall not call Bonds for optional redemption unless it has received written consent to such optional redemption from the Letter of Credit Bank.

ARTICLE V - CONVERSION OF INTEREST RATE; DEMAND PURCHASE OPTION

Section 5.01Conversion of Interest Rate on Conversion Date.

(a)The interest rate on the Bonds shall be converted from the Floating Rate to the Fixed Rate, upon the exercise by the Company of the Conversion Option, and the Bonds shall be subject to mandatory tender for purchase by the Owners thereof on the Conversion Date.  To exercise the Conversion Option, the Company shall notify the Trustee, the Tender Agent, the Bank, the Authority and the Remarketing Agent at least thirty-five (35) days prior to the Conversion Date of such exercise, cause the Remarketing Agent to furnish to the Trustee the information set forth in paragraph 3 below and, thereafter cause the Trustee to deliver or mail by first class mail a notice at least twenty (20) days but not more than thirty (30) days prior to the Conversion Date to the Owner of each Bond at the address shown on the registration books of the Bond Registrar.  No such notice may be given unless the Trustee first receives (i) an opinion of Rhoads & Sinon LLP or other nationally recognized bond counsel to the effect that the proposed conversion of the interest rate on the Bonds will not cause the interest on the Bonds to be includable in gross income of the Bondholders for federal income tax purposes, (ii) a commitment from the Bank or a Substitute Bank to issue a Substitute Letter of Credit to take effect on the Conversion Date, together with a form of such Substitute Letter of Credit, and (iii) a Company certificate to the effect that each of the Company’s representations and warranties made in the Loan Agreement and in any other agreements or certificates given by the Company in connection with the issuance of the Bonds remain true and correct in all material respects as of the proposed Conversion Date.  Any notice given as provided in this Section shall be conclusively presumed to have been duly given, whether or not the Owner receives the notice.  Said notice shall state in substance the following:

(i)The Conversion Date.

(ii)That the existing Letter of Credit will expire five (5) Business Days after the Conversion Date.

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(iii)That unless firm commitments for the purchase of all Outstanding Bonds have been received on or prior to the fifth (5th) Business Day prior to the proposed Conversion Date, the Company has the option to rescind an optional conversion of the Bonds.

(iv)That in the event the Company elects not to rescind the optional conversion of the Bonds, all Bonds which have not been remarketed on or prior to the Conversion Date shall be subject to mandatory purchase on the Conversion Date pursuant to this Section 5.01.

(b)On or prior to the Conversion Date, Owners of Bonds shall be required to deliver their Bonds to the Tender Agent for purchase at the Purchase Price, and any such Bonds not delivered to the Tender Agent on or prior to the Conversion Date (“Undelivered Bonds”), for which there has been irrevocably deposited in trust with the Trustee or the Tender Agent an amount of money sufficient to pay the Purchase Price of the Undelivered Bonds, shall be deemed to have been purchased pursuant to this Section 5.01 and are deemed to be no longer Outstanding with respect to such prior Owners.  IN THE EVENT OF A FAILURE BY AN OWNER OF BONDS TO DELIVER ITS BONDS ON OR PRIOR TO THE CONVERSION DATE, SAID OWNER SHALL NOT BE ENTITLED TO ANY PAYMENT (INCLUDING ANY INTEREST TO ACCRUE ON OR SUBSEQUENT TO THE OPTIONAL CONVERSION DATE) OTHER THAN THE PURCHASE PRICE FOR SUCH UNDELIVERED BONDS, AND ANY UNDELIVERED BONDS SHALL NO LONGER BE ENTITLED TO THE BENEFITS OF THIS INDENTURE, EXCEPT FOR THE PURPOSE OF PAYMENT OF THE PURCHASE PRICE THEREFOR.

(c)Notwithstanding the foregoing provisions, to the extent that at the close of the fifth (5th) Business Day prior to the proposed Conversion Date, the Remarketing Agent has not presented to the Company firm commitments for the purchase of all of the Bonds, the Company, at its option, may rescind a Conversion Option of the Bonds.  Any such election to rescind must be made by the close of the fourth (4th) Business pay prior to the proposed Conversion Date and the Company shall give written notice to the Trustee, the Tender Agent and the Bank of its decision to rescind by such time.  The Company shall cause the Trustee to immediately notify the Owners of such rescission and thereafter the Bonds shall bear interest at the Floating Rate in effect for the current Weekly Period and thereafter the Bonds shall bear interest at the Floating Rate applicable to such series of Bonds until any subsequent Conversion Date effected in accordance with this Indenture.

(d)In the event the Company rescinds the proposed Conversion Option in accordance with the terms of the foregoing paragraph, the Letter of Credit then in effect will remain in effect in accordance with its terms.

(e)The Bonds are subject to mandatory purchase in whole on the Conversion Date at a purchase price equal to 100% of the principal amount thereof being purchased, plus accrued interest to the purchase date; provided, however, that (i) all Pledged Bonds for which a commitment to purchase has not been received in connection with a conversion of the Bonds to the Fixed Rate shall be redeemed or otherwise paid by the Company

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on or before the Conversion Date; and (ii) no such mandatory purchase shall take place in the event the Company exercises its right to rescind the Conversion Option.

Section 5.02Delivery of Bonds After Conversion Date.  At any time prior to the Record Date preceding the first Interest Payment Date following the Conversion Date, the Trustee or the Tender Agent, as the case may be, shall deliver Bonds in the form of Exhibit B hereto.  Prior to the delivery by the Trustee of such Bonds, there shall be filed with the Trustee a request and authorization to the Trustee on behalf of the Authority and signed by the Chairman, Vice Chairman, Secretary, Assistant Secretary or any authorized officer of the Authority to authenticate and deliver the Bonds, as executed by the Authority, to the purchasers thereof.  Such delivery shall be made by the Trustee or the Tender Agent, as the case may be, without making any charge therefor to the owner of such Bonds.

Section 5.03Mandatory Tender upon Substitution of Letters of Credit.  Prior to the Conversion Date, the Bonds are subject to mandatory purchase in whole on the Substitution Date, at a purchase price equal to 100% of the principal amount thereof being purchased, plus accrued interest to the purchase date.  The Trustee shall deliver or mail by first class mail a notice at least twenty (20) days but not more than thirty (30) days prior to the Substitution Date to the Owner of each Bond at the address shown on the registration books of the Bond Registrar notifying such Owner that their Bonds are subject to mandatory purchase.  No such notice may be given unless the Company shall have satisfied the provisions of Section 4.07 of the Loan Agreement.  Any notice given as provided in this Section 5.03 shall be conclusively presumed to have been given, whether or not the Owner receives the notice.  Said notice shall state in substance the following:

(a)The Substitution Date.

(b)That the existing Letter of Credit securing such Bonds will expire five (5) calendar days after the Substitution Date.

(c)That if the Company satisfies the conditions precedent to delivery of the Substitute Letter of Credit, all Bonds shall be subject to mandatory purchase on the Substitution Date pursuant to this Section 5.03.

On or prior to the Substitution Date, Owners of Bonds shall be required to deliver their Bonds to the Tender Agent for purchase at the Purchase Price, and any such Bonds not delivered to the Tender Agent on or prior to the Substitution Date (“Undelivered Bonds”), for which there has been irrevocably deposited in trust with the Trustee or the Tender Agent an amount of money sufficient to pay the Purchase Price of the Undelivered Bonds, shall be deemed to have been purchased pursuant to this Section 5.03 and are deemed to be no longer Outstanding with respect to such prior Owners.  IN THE EVENT OF A FAILURE BY AN OWNER OF BONDS TO DELIVER ITS BONDS ON OR PRIOR TO THE SUBSTITUTION DATE, SAID OWNER SHALL NOT BE ENTITLED TO ANY PAYMENT (INCLUDING ANY INTEREST TO ACCRUE ON OR SUBSEQUENT TO THE SUBSTITUTION DATE) OTHER THAN THE PURCHASE PRICE FOR SUCH UNDELIVERED BONDS, AND ANY UNDELIVERED BONDS SHALL NO LONGER BE ENTITLED TO THE BENEFITS OF THIS INDENTURE, EXCEPT FOR THE PURPOSE OF PAYMENT OF THE PURCHASE PRICE THEREFOR.

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Notwithstanding the foregoing provisions, to the extent that at the close of the fifth Business Day prior to the proposed Substitution Date, the Company has not delivered to the Authority, the Trustee and the Remarketing Agent the items set forth in Section 4.07(i) through (iv) of the Loan Agreement, the mandatory purchase of Bonds shall be rescinded and the Trustee shall notify the Owners of such rescission immediately and thereafter the Bonds shall continue to be secured by the existing Letter of Credit until its termination date.

Section 5.04Demand Purchase Option.  Prior to the Conversion Date, any Bond shall be purchased at the Purchase Price from the Owner thereof upon:

(i)delivery by such Owner to the Trustee and the Tender Agent at their Principal Office and Delivery Office, respectively, and to the Remarketing Agent at its Principal Office, of a notice (the “Demand Purchase Notice”) (said notice to be irrevocable and effective upon receipt) which states (1) the aggregate principal amount and bond numbers of the Bonds to be purchased; and (2) the date on which such Bonds are to be purchased, which date shall be a Business Day not prior to the seventh (7th) day next succeeding the date of delivery of such notice and which date shall be prior to the Conversion Date;

(ii)if such Bonds are to be purchased prior to an Interest Payment Date and after the Record Date in respect thereof, delivery to the Tender Agent together with the Demand Purchase Notice described in (i) above, of a non-recourse due-bill, payable to bearer, for interest due on such Interest Payment Date, and

(iii)delivery to the Tender Agent at its Delivery Office at or prior to 10:00 a.m., New York City time, on the date designated for purchase in the applicable Demand Purchase Notice of such Bonds to be purchased, with an appropriate endorsement for transfer or accompanied by a bond power endorsed in blank.

Any Bond, as to which a Demand Purchase Notice has been delivered pursuant to paragraph (i) above, must be delivered to the Tender Agent, as provided in paragraph (iii) above, and any such Bond not so delivered (“Undelivered Bonds”), for which there has been irrevocably deposited in trust with the Trustee or the Tender Agent an amount of money sufficient to pay the Purchase Price thereof, shall be deemed to have been purchased at the Purchase Price pursuant to this Section 5.04 and are deemed to be no longer Outstanding with respect to such tendering Owner.  IN THE EVENT OF A FAILURE BY AN OWNER OF BONDS TO DELIVER ITS BONDS AS SPECIFIED ABOVE, SAID OWNER SHALL NOT BE ENTITLED TO ANY PAYMENT (INCLUDING INTEREST TO ACCRUE ON OR SUBSEQUENT TO THE DATE DESIGNATED FOR PURCHASE IN THE APPLICABLE DEMAND PURCHASE NOTICE) OTHER THAN THE PURCHASE PRICE FOR SUCH UNDELIVERED BONDS, AND ANY UNDELIVERED BONDS SHALL NO LONGER BE ENTITLED TO THE BENEFITS OF THE INDENTURE, EXCEPT FOR THE PAYMENT OF THE PURCHASE PRICE THEREFOR.

Notwithstanding the foregoing provisions, in the event any Bonds as to which the Owner thereof has exercised the Demand Purchase Option is remarketed to such Owner pursuant to the Remarketing Agreement, such Owner need not deliver such Bond to the Tender Agent as provided in paragraph (iii) above, although such Bonds shall be deemed to have been delivered to

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the Tender Agent, redelivered to such Owner, and remarketed for purposes of this Indenture, including, without limitation, for purposes of adjusting the Floating Rate applicable to such Bond as provided in Section 2.02(C) hereof.

Section 5.05Funds for Purchase of Bonds.

(a)On the date Bonds are to be purchased pursuant to Section 5.01, 5.03 or Section 5.04 hereof, such Bonds shall be purchased at the Purchase Price only from the funds listed below.  Subject to the provisions of Section 6.12(b), funds for the payment of the Purchase Price shall be derived from the following sources in the order of priority indicated:

(i)money drawn by the Trustee under the Letter of Credit (in the event of a drawing on the Letter of Credit to fund payment of the Purchase Price of bonds tendered pursuant to Section 5.03 hereof, the Trustee shall draw on the existing Letter of Credit and not the Substitute Letter of Credit to fund such payment);

(ii)proceeds of the remarketing of the Bonds; and

(iii)any other money furnished to the Trustee, or the Tender Agent and available for such purpose.

(b)Payment for the Bonds purchased pursuant to Section 5.01, 5.03 or 5.04 shall be made as follows:

(i)On the Business Day immediately preceding the date on which such Bonds are to be purchased (the “Purchase Date”), the Trustee shall make a drawing pursuant to the Letter of Credit in respect of the Purchase Price of such Bonds.  In connection therewith, the Trustee shall prepare and present to the Bank the appropriate certificates required under the Letter of Credit by 12:00 noon, New York City time, at least one Business Day prior to the Purchase Date.  The Bank shall honor the drawing by 12:00 noon, New York City time, on the Purchase Date.

(c)By not later than 10:00 a.m., New York City time, on the Purchase Date, the Remarketing Agent shall give telephonic notice promptly confirmed in writing to the Bank, the Trustee and the Tender Agent, specifying:

(i)The total principal amount of Bonds, if any, remarketed by it.

(ii)The names of the persons to whom such Bonds were sold and are to be registered, each such person’s address and social security number or taxpayer identification number, the denominations in which replacement Bonds are to be prepared, and any other appropriate registration and transfer instructions.

(iii)There is hereby established with the Tender Agent a special fund to be designated the “Bond Purchase Fund” and therein two separate and segregated accounts to be designated the “Remarketing Account” and the “Bank Account.” An amount equal to the proceeds received by the Trustee pursuant to a draw under the Letter of Credit shall be transferred by the Trustee in immediately available funds to the Tender Agent for deposit in

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the Bank Account no later than 12:30 p.m., New York City time, on the applicable Purchase Date.

(iv)No later than 1:00 p.m., New York City time, on each Purchase Date the Tender Agent shall give telephonic notice (promptly confirmed by telecopy) to the Remarketing Agent of the amount deposited in the Bank Account on such date.  No later than 2:00 p.m., New York City time, on each Purchase Date the Remarketing Agent shall (A) transfer to the Bank an amount of the proceeds of the remarketing of the Bonds equal to the amount deposited in the Bank Account on such Purchase Date; (B) transfer the remainder of the proceeds of the remarketing of the Bonds to the Tender Agent for deposit in the Remarketing Account and shall give telephonic notice (promptly confirmed by telecopy) to the Tender Agent of the amount of such proceeds transferred to the Bank; and (C) give telephonic notice, promptly confirmed in writing, to the Company of the total principal amount of Unremarketed Bonds, if any.

(d)The Tender Agent shall pay the Purchase Price to the tendering Bondholders from the amounts on deposit in the Bank Account to the extent available.  If amounts on deposit in the Bank Account are insufficient to pay the Purchase Price to the tendering Bondholders, the Tender Agent shall make up any such deficiency from amounts on deposit in the Remarketing Account.

(e)The Bank shall give telephonic confirmation to the Tender Agent and the Trustee by 4:00 p.m., New York City time, on the applicable Purchase Date of its receipt of the remarketing proceeds described in Section 5.05(b)(iv) hereof

Section 5.06Delivery of Purchased Bonds.  Remarketed Bonds shall be delivered by the Tender Agent, at its Delivery Office, to or upon the order of the purchasers thereof.

(a)Unremarketed Bonds purchased with funds drawn under the Letter of Credit shall be delivered by the Tender Agent to the Pledged Bonds Custodian or otherwise upon the order of the Bank pursuant to the Pledge Agreement.

(b)Unremarketed Bonds purchased with money described in Section 5.05(a)(iii) hereof shall, at the direction of the Company, be (i) delivered as instructed by the Company, or (ii) delivered to the Trustee for cancellation; provided, however, that any Bonds so purchased after the selection thereof by the Trustee for redemption shall be delivered to the Trustee for cancellation.

(c)The Tender Agent shall deliver to the person to whom the Tender Agent is to deliver such Bonds, the nonrecourse due-bills, if any, delivered to the Tender Agent with respect to such Bonds in accordance with Section 5.04 hereof.

Bonds delivered as provided in this Section shall be registered in the manner directed by the recipient thereof.

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Section 5.07Sale of Bonds by Remarketing Agent.

(a)On each Purchase Date, the Remarketing Agent shall offer for sale and use its best efforts to sell, as agent of the Company, all Bonds tendered or deemed tendered for purchase on such Purchase Date at the Purchase Price thereof and, if such Bonds are not sold on such date, the Remarketing Agent shall continue, for a period not in excess of thirty (30) days thereafter, to use its best efforts to sell such Bonds.  Notwithstanding the foregoing, the Remarketing Agent shall not sell the Bonds to the Authority or the Company.

(b)Notwithstanding anything to the contrary herein, the Remarketing Agent shall use its best efforts to remarket any Bonds tendered or deemed tendered for purchase in such a manner that, immediately following the remarketing of any Bonds, at least one (1) Holder will own at least $200,000 in aggregate principal amount of Bonds.

Section 5.08Delivery of Proceeds of Sale of Purchased Bonds.

(a)Except in the case of the sale of any Pledged Bonds, the Proceeds of the sale of any Bonds delivered or deemed delivered to the Tender Agent pursuant to Section 5.01, 5.03 or 5.04 hereof, to the extent not required to reimburse the Bank under the Reimbursement Agreement, shall be paid to or upon the order of the Trustee.

(b)In the event the Remarketing Agent shall have remarketed any Pledged Bonds and the Company or the Remarketing Agent shall have directed the Bank to cause the Pledged Bonds Custodian to deliver such Pledged Bonds to the Tender Agent pursuant to the Pledge Agreement, such Bonds shall be delivered to the Tender Agent and the proceeds of sale of such Bonds shall be delivered to the Designated Corporate Trust Office of the Tender Agent and shall be paid to or upon the order of the Bank; provided that any amounts so paid in excess of amounts then due to the Bank in respect of drawings under the Letter of Credit shall be delivered by the Bank to or upon the order of the Company; provided further that Pledged Bonds shall not be delivered to the Tender Agent until the Letter of Credit has been reinstated in accordance with the terms of the Pledge Agreement and the Letter of Credit.

Section 5.09Duties of Trustee and Tender Agent with Respect to Purchase of Bonds.

(a)The Tender Agent shall hold all Bonds delivered to it pursuant to Sections 5.01, 5.03 or 5.04 hereof in trust for the benefit of the respective Owners of Bonds which shall have so delivered such Bonds until money representing the Purchase Price of such Bonds shall have been delivered to or for the account of or to the order of such Owners of Bonds.  Upon delivery of money representing the Purchase Price of such Bonds to or for the account of or to the order of such Owners of Bonds, the Tender Agent shall deliver all such Unremarketed Bonds, the funds for which shall have been obtained by a drawing under the Letter of Credit, to the Pledged Bonds Custodian pursuant to Section 5.06(b) hereof for the purpose of perfecting the Bank’s security interest therein under the Pledge Agreement unless the Bank shall direct the Tender Agent to deliver such Bonds to or upon the order of the Bank in accordance with Section 5.06 hereof.

(b)The Trustee and the Tender Agent shall hold all money delivered to them pursuant to this Indenture for the purchase of Bonds in a separate account, in trust for the

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benefit of the Bank or, in the case of Remarketed Bonds, the purchasers of such Bonds, until the Bonds purchased with such money shall have been delivered to or for the account of the Pledged Bonds Custodian, the Bank or to such other purchaser, as appropriate.

(c)The Trustee shall deliver to the Company and the Bank a copy of each notice delivered to it in accordance with Section 5.04 within two (2) Business Days of the receipt thereof.

(d)As soon as possible, but not later than the close of business on any date designated for purchase of Bonds in accordance with Section 5.04, the Tender Agent shall give telephonic or telegraphic notice to the Remarketing Agent and the Trustee specifying the principal amount of Bonds delivered or deemed delivered for purchase on such date.

(e)The Trustee shall draw money under the Letter of Credit in accordance with the terms thereof to the extent required by Sections 5.05 and 6.12 hereof to provide for timely payment of the Purchase Price of Bonds.

Section 5.10No Purchases or Sales After Certain Defaults.  Anything in this Indenture to the contrary notwithstanding, there shall be no purchases or sales of Bonds pursuant to Section 5.04 (i) if there shall have occurred any Event of Default in respect of which the principal of all Bonds outstanding shall have been declared immediately due and payable pursuant to Section 8.02 and such declaration shall not have been annulled, or (ii) if the Trustee shall have given notice of a call for redemption pursuant to Section 4.03 hereof and such notice shall not have been rescinded, the Remarketing Agent shall provide a notice of such redemption to any prospective purchaser of such Bonds upon the remarketing of any Bonds tendered pursuant to Section 5.04 hereof.  Nothing in this Section is intended to limit secondary trading or transfer of the Bonds.

ARTICLE VI - REVENUES AND FUNDS

Section 6.01Creation of the Bond Fund.  There is hereby created and established with the Trustee a trust fund to be designated “Bond Fund.” Upon receipt of money pursuant to Section 6.02 hereof, the Trustee shall deposit such money into the specified accounts of the Bond Fund, which amounts shall be used to pay when due the principal and Purchase Price of, premium, if any, and interest on the Bonds.

Section 6.02Payments into the Bond Fund.  There shall be deposited into the Bond Fund from time to time the following:

(a)any amount in the Project Fund directed to be paid into the Bond Fund in accordance with the provisions of Section 6.07 hereof;

(b)any amount deposited into the Bond Fund pursuant to Section 6.04 hereof;

(c)all payments specified in Sections 3.03 and 3.04 of the Loan Agreement (other than amounts paid for the Trustee’s or the Authority’s own account);

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(d)any money received pursuant to the Collateral Documents;

(e)any money drawn under the Letter of Credit which money shall be deposited or credited (in the case of a draw to pay the Purchase Price) in a separate subaccount of the Bond Fund and shall not be commingled with any other money held by the Trustee;

(f)amounts, if any, held by the Trustee pursuant to Section 5.09 hereof; and

(g)all other money received by the Trustee under and pursuant to any of the provisions of the Loan Agreement which are required to be or which are accompanied by directions that such money are to be paid into the Bond Fund.

Section 6.03Use of Money in the Bond Fund.  Except as provided in Sections 5.05, 5.09 and 6.11 hereof, money in the Bond Fund shall be used solely for the payment of the principal of, premium, if any, and interest on the Bonds, for the redemption of the Bonds prior to maturity and for payment of the Acceleration Price as defined in Section 8.02 hereof.  Subject to the provisions of Section 6.12(b) hereof, funds for such payments of redemption price and principal of and premium, if any, and interest on the Bonds shall be derived from the following sources in the order of priority indicated:

(i)        money drawn by the Trustee under the Letter of Credit;

(ii)amounts deposited into the Bond Fund which constitute Available Money (other than money drawn by the Trustee under the Letter of Credit), and

(iii)any other money furnished to the Trustee and available for such purpose.

Section 6.04Custody of Separate Trust Fund.  The Trustee is authorized and directed to hold all Net Proceeds from any insurance proceeds or condemnation award and disburse such proceeds in accordance with Article VII of the Loan Agreement.  If the Company directs that any portion of such Net Proceeds be applied to redeem Bonds, the Trustee shall deposit such Net Proceeds in a separate subaccount of the Bond Fund, and the Authority covenants and agrees to take and cause to be taken any action requested by the Authority to redeem on the earliest possible redemption date the amount of Bonds so specified by the Company.

Section 6.05Project Fund.  There is hereby created and established with the Trustee a trust fund to be designated “Project Fund,” which shall be expended in accordance with the provisions hereof and of the Loan Agreement.  The Project Fund shall consist of funds deposited therein, from time to time, pursuant to the provisions hereof, for purposes of paying Qualified Project Costs (as such phrase is defined in the Tax Compliance Agreement) of the Project.

Section 6.06Payments into the Project Fund; Disbursements.  The Project Fund shall initially consist of those money deposited therein pursuant to Section 3.03(d) hereof.  Proceeds of the Bonds deposited in the Project Fund shall be applied to pay a portion of the

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costs of the Project.  The Trustee is hereby authorized and directed to make disbursements from the Project Fund upon the receipt of a requisition substantially in the form of Exhibit C hereto signed by the Company and approved by the Bank.  The Trustee shall keep and maintain adequate records pertaining to the Project Fund and all disbursements therefrom, including records of all requisitions made pursuant to the Loan Agreement, and the Trustee shall, upon request of the Company, furnish statements in the form customarily prepared by the Trustee.  The Trustee shall hold all money and investments from time to time on deposit in the Project Fund for the Owners and for the Bank, the rights of the Bank being subject and subordinate to the rights of the Trustee so long as any amount due in respect of the Bonds remains unpaid.

Section 6.07Use of Money in the Project Fund Upon Default.  If the principal of the Bonds shall have become due and payable pursuant to Article VIII hereof, any balance remaining in the Project Fund shall without further authorization (i) prior to the Obligation Termination Date, if any amounts are due and owing under the Reimbursement Agreement, be transferred immediately to the Bank, as long as the Bank is not in default of its obligations under the Letter of Credit, or (ii) after the Obligation Termination Date, be transferred into the Bond Fund.

Section 6.08Use of Money in the Project Fund Upon Completion of the Project.  The completion of the Project and payment or provision for payment of all Costs of the Project shall be evidenced by the filing with the Trustee of the certificate required by Section 2.03 of the Loan Agreement.  As soon as practicable and in any event not more than sixty (60) days from the date of receipt by the Trustee of the certificate referred to in the preceding sentence, any balance remaining in the Project Fund (except amounts the Company shall have directed the Trustee to retain for any Cost of the Project not then due and payable) shall, without further authorization be transferred into a separate subaccount within the Bond Fund.  Thereafter, the Trustee shall cause a mandatory redemption of the Bonds in accordance with the terms of Section 4.01(b)(2) hereof in an amount such that the funds transferred to the Bond Fund pursuant to this Section 6.08 will be sufficient to reimburse the Letter of Credit Bank for the redemption price of the Bonds.  On the date fixed for redemption, the Trustee (i) shall draw on the Letter of Credit in an amount sufficient to pay the full redemption price of the Bonds from the sources and in the order provided in Section 6.03 hereof, and (ii) transfer to the Letter of Credit Bank funds from the separate subaccount within the Bond Fund created pursuant to this Section 6.08 to reimburse the Bank for such drawing.  If the sum transferred to the Bond Fund pursuant to this Section 6.08 is not sufficient to affect a mandatory redemption of the Bonds in accordance with the terms of Section 4.01(b)(2) hereof or if there are any excess funds remaining in the Bond Fund after such mandatory redemption, such funds shall be transferred by the Trustee on the next Interest Payment Date to the Letter of Credit Bank to reimburse the Letter of Credit Bank for a drawing effected pursuant to Section 6.12 hereof

Section 6.09Nonpresentment of Bonds.  In the event any Bond shall not be presented for payment when the principal thereof becomes due, either at maturity, or at the date fixed for redemption thereof, or otherwise, if Available Money sufficient to pay any such Bond shall have been made available to the Trustee for the benefit of the Owner thereof, all liability of the Authority to the Owner thereof for the payment of such Bond shall forthwith cease, determine and be completely discharged, and thereupon it shall be the duty of the Trustee to hold such funds uninvested, without liability for interest thereon, for the benefit of the Owner of such

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Bond who shall thereafter be restricted exclusively to such funds for any claim of whatever nature on his part under this Indenture with respect to such Bond.

Any money so deposited with and held by the Trustee not so applied to the payment of Bonds within five (5) years after the date on which the same shall have become due shall be repaid by the Trustee to the Company upon written direction of a Company Representative, and thereafter Owners of Bonds shall be entitled to look only to the Company for payment, and then to the extent of the amount so repaid, and all liability of the Trustee with respect to such money shall thereupon cease, and the Company shall not be liable for any interest thereon and shall not be regarded as a trustee of such money.

Section 6.10Money to be Held in Trust.  Except as otherwise provided in Section 6.13 with respect to the Rebate Fund, all money required to be deposited with or paid to the Trustee for the account of any fund or account referred to in any provision of this Indenture or the Loan Agreement shall be held by the Trustee in trust, and (except for the money from time to time required to be deposited and maintained in the Rebate Fund) shall, while held by the Trustee, constitute part of the Trust Estate and be subject to the lien and security interest created hereby.

Section 6.11Repayment to the Bank and the Company from the Bond Fund, the Rebate Fund or the Project Fund.  Any amounts remaining in the Bond Fund, the Project Fund, the Rebate Fund or any other fund or account created hereunder after payment in full of the principal of, premium, if any, and interest on the Bonds, the fees, charges and expenses of the Trustee, unpaid Administrative Expenses and all other amounts required to be paid hereunder, including payment to the United States of America of the final installment of the Rebate Amount, if any, pursuant to Section 6.13 hereof, shall be paid as soon as possible to the Bank unless the Bank notifies the Trustee to the contrary in writing, in which case such amounts shall be paid directly to the Company.

Section 6.12Letter of Credit.

(a)During the term of the Letter of Credit, the Trustee shall draw money under the Letter of Credit in accordance with the terms thereof (i) to pay when due (whether by reason of maturity, redemption, conversion, acceleration or otherwise) the principal of, and interest and, to the extent the Letter of Credit covers same, any premium on the Bonds, and (ii) to pay when due the Purchase Price of the Bonds.  Within two (2) Business Days after the last Determination Date of each month, the Trustee shall give written notice (which notice shall be transmitted via facsimile) to the Company of the amount that the Trustee will draw under the Letter of Credit on the next Interest Payment Date.

(b)Notwithstanding any provision to the contrary which may be contained in this Indenture, including, without limitation, Section 6.12(a), (i) in computing the amount to be drawn under the Letter of Credit on account of the payment of the principal or Purchase Price of, interest or, to the extent the Letter of Credit covers same, any premium on the Bonds, the Trustee shall exclude any such amounts in respect of any Bonds which are Pledged Bonds prior to the date such payment is due, and (ii) amounts drawn by the Trustee

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under the Letter of Credit shall not be applied to the payment of the Purchase Price of any Bonds which are Pledged Bonds.

(c)The Letter of Credit shall terminate in accordance with its terms on the Letter of Credit Termination Date.  Upon such termination, the Trustee shall deliver the terminated Letter of Credit to the Bank, together with such certificates as may be required by the terms of the Letter of Credit.

Section 6.13Rebate Fund.

(a)The Trustee shall establish and maintain a fund separate from any other fund established and maintained hereunder designated as the Rebate Fund.  The Rebate Fund shall be held for the benefit of the United States of America and not for the benefit of the Holders of the Bonds, which Holders shall have no rights in or to such fund.

(b)Subject to subsection (c) of this Section 6.13, as of the last day of each fifth Bond Year (the “Rebate Computation Date”), the Company, on behalf of the Authority, shall calculate or cause to be calculated the amount required to be paid to the United States of America (the “Rebatable Arbitrage”) pursuant to Section 148 of the Code.  On or before the sixtieth (60th) day after such date, the Trustee at the direction of, and upon the receipt of funds from, the Company shall deposit in the Rebate Fund the amount, if any, needed to increase the amount in such Fund to an amount equal to ninety percent (90%) of the Rebatable Arbitrage for the period from the date of issuance of the Bonds to the Rebate Computation Date at issue, or shall transfer from the Rebate Fund to the Bond Fund the amount, if any, needed to reduce the amount in the Rebate Fund to ninety percent (90%) of the amount of the Rebatable Arbitrage for such period.

Subject to subsection (c) of this Section 6.13, as of the last day on which the last remaining Outstanding Bond is retired (the “Final Computation Date”), the Company, on behalf of the Authority shall calculate, or cause to be calculated, the amount required to be paid to the United States of America pursuant to Section 148 of the Code.  On or before the sixtieth (60th) day after such date, the Trustee, at the direction of, and upon the receipt of funds from, the Company, shall deposit in the Rebate Fund the amount, if any, needed to increase the amount in such Fund to an amount equal to the Rebatable Arbitrage for the period from the date of issuance of the Bonds to the Final Computation Date, or shall transfer from the Rebate Fund to the Bond Fund the amount, if any, needed to reduce the amount in the Rebate Fund to the amount of the Rebatable Arbitrage for such period.

After making any transfer required for a Rebate Computation Date and the Final Computation Date, the Authority shall immediately pay or cause to be paid to the United States of America the amount in the Rebate Fund.  The amounts in the Rebate Fund shall not be subject to the claim of any party, including any Bondholder, and shall not be paid to any party other than the United States.

All amounts in the Rebate Fund shall be used and withdrawn by the Authority or the Trustee solely for the purposes set forth in this Section.  In the event the amount in the Rebate Fund is for any reason insufficient to pay to the United States of America the amounts

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due as calculated in this Section, the Company or the Trustee at the direction of, and upon the receipt of funds from, the Company, shall deposit in the Rebate Fund the amount for such deficiency.

(c)Notwithstanding the provisions of this Section 6.13, the Company, on behalf of the Authority, hereby agrees to calculate the amount to be deposited in the Rebate Fund and the amount to be rebated to the United States of America pursuant to Section 148(f) of the Code in any manner not inconsistent with its arbitrage covenants set forth in its Proceeds Certificate and Loan Agreement delivered on the date of issuance of the Bonds.  Such calculation shall give regard to all regulations applicable to such Section 148(f) including any temporary regulations heretofore or hereafter released.

(d)The Authority and the Company agree that the Trustee shall not be liable for any damages, costs or liabilities resulting from the performance of the Trustee’s duties and obligations under Section 6.13 hereof, except that the Trustee shall be liable for its gross negligence or willful misconduct.  The Company shall indemnify and hold harmless the Trustee from and against any liabilities which the Trustee may incur in the exercise and performance of its duties and obligations under Section 6.13 hereof, excepting only those damages, costs, expenses or liabilities caused by the Trustee’s gross negligence or willful misconduct.  In making any deposit or transfer to or payment from the Rebate Fund, the Trustee shall be entitled to rely solely on the written instructions of the Company and shall have no duty to examine such written instruments to determine the accuracy of the Company’s calculation of the Rebate Amount or the amounts to be paid to the United States.  In the event that the Company or the Authority shall not comply with their respective obligations under Section 6.13 of this Indenture, the Trustee shall have no obligation to cause compliance on their respective behalf.

Section 6.14Investment of Money in Funds.  All money in any of the funds established pursuant to this Indenture (except money obtained from a draw on the Letter of Credit) shall be invested by the Trustee, as directed in writing by the Company, solely in Investment Securities except with respect to Available Money held by the Trustee for the payment of Undelivered Bonds, which Available Money the Trustee shall not invest.  Investment Securities may be purchased at such prices as may be directed by the Company.  All Investment Securities shall be acquired subject to the limitations set forth in Section 7.06, the limitations as to maturities hereinafter in this Section set forth and such additional limitations or requirements consistent with the foregoing as may be established by request of the Company.

To the extent the Bank has not been reimbursed under the Reimbursement Agreement and has notified the Trustee of same in writing, all interest, profits and other income received from the investment of money in any fund established pursuant to this Indenture shall be transferred to the Bank in the amount specified by the Bank.  Otherwise, such amounts shall be deposited to the appropriate fund or account in which such investments were made.  Notwithstanding anything to the contrary contained in this paragraph, an amount of interest received with respect to any Investment Security equal to the amount of accrued interest, or premium paid, if any, paid as part of the purchase price of such Investment Security shall be credited to the fund from which such accrued interest was paid.

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Investment Securities acquired as an investment of money in any fund established under this Indenture shall be credited to such fund.  For the purpose of determining the amount in any fund, all Investment Securities credited to such fund shall be valued at the lesser of cost or market value plus, prior to the first payment of interest following purchase, the amount of accrued interest, if any, paid as a part of the purchase price.

The Trustee may act as principal or agent in the making or disposing of any investment.  The Trustee may sell at the best price obtainable, or present for redemption, any Investment Securities so purchased whenever it shall be necessary to provide money to meet any required payment, transfer, withdrawal or disbursement from the fund to which such Investment Security is credited, and the Trustee shall not be liable or responsible for any loss resulting from such investment.

ARTICLE VII - VD PARTICULAR COVENANTS

Section 7.01Punctual Payment.  The Authority shall punctually pay or cause to be paid the principal, premium, if any, and interest to become due in respect of all the Bonds, in strict conformity with the terms of the Bonds and of this Indenture, according to the true intent and meaning thereof, but only out of the Revenues as provided in this Indenture, and not otherwise.

Section 7.02Extension of Payment of Bonds.  The Authority shall not directly or indirectly extend or assent to the extension of the maturity of any of the Bonds or the time of payment of any claims for interest by the purchase or funding of such Bonds or claims for interest or by any other arrangement and in case the maturity of any of the Bonds or the time of payment of any such claims for interest shall be extended, such Bonds or claims for interest shall not be entitled, in case of any default hereunder, to the benefits of this Indenture, except subject to the prior payment in full of the principal of all of the Bonds then outstanding and of all claims for interest thereon which shall not have been so extended.  Nothing in this Section shall be deemed to limit the right of the Authority to issue Bonds for the purpose of refunding any Outstanding Bonds, and such issuance shall not be deemed to constitute an extension of maturity of Bonds,

Section 7.03Against Encumbrances.  The Authority shall not create, or permit the creation of, any pledge, lien, charge or other encumbrance upon the Revenues under this Indenture while any of the Bonds are Outstanding, except the pledge and assignment created by this Indenture and will assist the Trustee in contesting any such pledge, lien, charge or other encumbrance which may be created.  Subject to this limitation, the Authority expressly reserves the right to enter into one or more other indentures for any of its corporate purposes, including other programs under the Act, and reserves the right to issue other obligations for such purposes.

Section 7.04Power to Issue Bonds and Make Pledge and Assignment.  The Authority represents and covenants that it is duly authorized pursuant to law to issue the Bonds and to enter into this Indenture and to pledge and assign the Revenues and other assets pledged and assigned, respectively, under this Indenture in the manner and to the extent provided in this Indenture.  The Bonds and the provisions of this Indenture are and will be the legal, valid and binding limited obligations of the Authority in accordance with their terms, and the Authority and Trustee shall at all times, to the extent permitted by law, defend, preserve and protect said

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pledge and assignment of Revenues and other assets and all the rights of the Bondholders under this Indenture against all claims and demands of all Persons whomsoever.

Section 7.05Accounting Records and Financial Statements.

(a)The Trustee shall at all times keep, or cause to be kept, proper books of record and account as shall be consistent with prudent industry practice, in which complete and accurate entries shall be made of all transactions relating to the proceeds of Bonds, the Revenues, the Loan Agreement and all funds established pursuant to this Indenture.  Such books of record and account shall be available for inspection by the Authority, the Company, the Bank and any Bondholder, or his agent or representative duly authorized in writing, at reasonable hours and under reasonable circumstances

(b)The Trustee shall within thirty (30) days after the end of each month furnish to the Company a monthly statement (which need not be audited) covering receipts, disbursements, allocation and application of Revenues and any other money (including proceeds of Bonds) in any of the funds and accounts established pursuant to this Indenture for such month.

Section 7.06Tax Covenants.  The Company has covenanted not to take any action, or fail to take any action, if any such action or failure to take action would adversely affect the exclusion from gross income of the interest on the Bonds under Section 103 and Sections 141 through 150, inclusive, of the Code, The Authority and the Company will not directly or indirectly use or permit the use of any proceeds of the Bonds or any other funds of the Authority or the Company, or take or omit to take any action that would cause the Bonds to be “arbitrage bonds” within the meaning of Section 148(a) of the Code.  To that end, the Authority and the Company will comply with all requirements of Section 148 of the Code to the extent applicable to the Bonds.  In the event that any time the Authority or the Company is of the opinion that for purposes of this Section 7.06 it is necessary to restrict or limit the yield on the investment of any money held by the Trustee under this Indenture, the Loan Agreement or otherwise, the Authority or the Company shall so instruct the Trustee in writing, and the Trustee shall take such action as shall be set forth in such instructions.  The covenants of the Authority contained in the Loan Agreement are fully incorporated herein by reference and are made a part of this Indenture as if fully set forth herein.

Without limiting the generality of the foregoing, the Authority and the Company agree that there shall be paid from time to time all amounts required to be rebated to the United States pursuant to Section 148(f) of the Code and any temporary, proposed or final Treasury Regulations as may be applicable to the Bonds from time to time.  This covenant shall survive payment in full or defeasance of the Bonds.  The Authority and the Company specifically covenant to pay or cause to be paid to the United States at the times and in the amounts determined under Section 6.13 hereof the Rebate Amounts, as described in the Rebate Certificate.

Notwithstanding any provision of this Section and Section 6.13 hereof, if the Company shall provide to the Authority and the Trustee an opinion of nationally recognized bond counsel to the effect that any action required under this Section or Section 6.13 hereof is no longer required, or to the effect that some further action is required, to maintain the

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exclusion from gross income of interest on the Bonds, the Authority, the Trustee and the Company may rely conclusively on such opinion.

Section 7.07Other Covenants

(a)The Trustee shall promptly collect all amounts due from the Company pursuant to the Loan Agreement, shall perform all duties imposed upon it pursuant to the Loan Agreement and shall diligently enforce, and take all steps, actions and proceedings reasonably necessary for the enforcement of all of the rights of the Authority and all of the obligations of the Company.

(b)The Authority shall not amend, modify or terminate any of the terms of the Loan Agreement, or consent to any such amendment, modification or termination, without the written consent of the Trustee.  The Trustee shall give such written consent only if (1) notification of such amendment, modification or termination has been given to each rating agency then rating the Bonds and to the Holders, (2) the Trustee receives the written consent of the Bank, (3)(i) such amendment, modification or termination will not materially adversely affect the interests of the Holders or result in any material impairment of the security hereby given for the payment of the Bonds or (ii) the Trustee first obtains the written consent of the Bank and the Holders of a majority in principal amount of the Bonds then Outstanding to such amendment, modification or termination and provides notice of such amendment, modification or termination and of such written consent to the Holders, provided that no such amendment, modification or termination shall reduce the amount of loan payments to be made to the Authority or the Trustee by the Company pursuant to the Loan Agreement, or extend the time for making such payment, without the written consent of all of the Holders of the Bonds then Outstanding, and (4) the Authority shall have delivered to the Trustee an opinion of Counsel satisfactory to the Trustee that all of the provisions and conditions set forth in this Section 7.07(B) have been satisfied.

Section 7.08Waiver of Laws.  The Authority shall not at any time insist upon or plead in any manner whatsoever, or claim or take the benefit or advantage of, any stay or extension provided by law now or at any time hereafter in force that may affect the covenants and agreements contained in this Indenture or in the Bonds, and all benefit or advantage of any such law or laws is hereby expressly waived by the Authority to the extent permitted by law.

Section 7.09Further Assurances.  The Authority will make, execute and deliver any and all such further indentures, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Indenture and for the better assuring and confirming unto the Holders of the Bonds of the rights and benefits provided in this Indenture.  All such action shall be at the expense of the Company, and the reasonable fees of the Authority and its Counsel in connection therewith shall constitute Administrative Expenses.

ARTICLE VIII - EVENTS OF DEFAULT; REMEDIES OF BONDHOLDERS

Section 8.01Events of Default.

(a)The following events shall be Events of Default in the due and punctual payment of the principal of any Bond when and as the same shall become due and

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payable, whether at maturity as therein expressed, by proceedings for redemption, by acceleration, or otherwise; or

(b)default in the due and punctual payment of any installment of interest on any Bond when and as the same shall become due and payable; or

(c)failure to pay the purchase price on any Bond tendered pursuant to Article V when such payment is due; or

(d)default by the Authority in the observance of any of the other covenants, agreements or conditions on its part in this Indenture or in the Bonds, if such default shall have continued for a period of sixty (60) days after written notice thereof, specifying such default and requiring the same to be remedied, shall have been given to the Authority by the Trustee, or to the Authority and the Trustee by the Holders of not less than twenty-five percent (25%) in aggregate principal amount of the Bonds at the time Outstanding; or

(e)if there occurs an Event of Default as defined in Sections 8.01(a) through (d) of the Loan Agreement; or the Trustee’s receipt of written notice from the Bank that the Bank has declared an Event of Default under the provisions of the Reimbursement Agreement and instructing the Trustee to declare the principal amount of the Outstanding Bonds to be immediately due and payable; or

(f)if, at any time after a draw under the Letter of Credit, the Trustee shall have received notice that the amount of such draw corresponding to the payment of interest on the Bonds shall not be reinstated in the amount and in the manner set forth in the Letter of Credit.

Upon actual knowledge of the existence of any Event of Default, the Trustee shall as soon as practicable notify the Bank, the Company, the Authority, the Tender Agent and the Remarketing Agent.  Anything contained in this Indenture to the contrary notwithstanding, (i) no Event of Default under subsections (d) or (e) above shall occur without the prior written consent of the Bank so long as the Bank is not in default under the terms of the Letter of Credit, and (ii) the Trustee shall not notify Bondholders of the existence of any Event of Default without the prior written consent of the Bank (except upon the occurrence of an Event of Default under subsections (f) or (g) above), as long as the Bank is not in default under the terms of the Letter of Credit.

Section 8.02Acceleration.  If any Event of Default under Section 8.01 hereof occurs, the Trustee (with the written consent of the Bank provided the Bank is not in default of its obligations under the Letter of Credit) may, and upon request of the Owners of twenty-five percent (25%) in principal amount of the Bonds then Outstanding shall, by written notice to the Authority, the Bank and the Company, declare the principal amount of all Bonds then Outstanding and the interest accrued thereon to such date (the “Acceleration Date”) to be due and the Acceleration Price (as here defined) shall thereupon become payable on the first (1st) Business Day following the Acceleration Date (the “Payment Date”).  Thereupon, the Trustee among other things, shall draw immediately upon the Letter of Credit as set forth in Section 6.12 hereof.  Interest on the Accelerated Bonds shall cease to accrue on the Acceleration Date.

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Accelerated Bonds shall be payable at a price equal to 100% of the aggregate principal amount thereof plus interest accrued to the Acceleration Date (the “Acceleration Price”).  Notwithstanding anything contained herein to the contrary, upon the occurrence of an Event of Default described in Section 8.01 (f) or (g), the Trustee shall, by written notice to the Bank, the Company and the Authority declare immediately due and payable the principal amount of the Outstanding Bonds.

Any such declaration is subject to the condition that if, at any time after such declaration and before any judgment or decree for the payment of the money due shall have been obtained or entered, the Letter of Credit shall have been reinstated in full as to principal and interest and the reasonable charges and expenses of the Trustee, and any and all other defaults known to the Trustee (other than in the payment of principal of and interest on the Bonds due and payable solely by reason of such declaration) shall have been made good or cured to the satisfaction of the Trustee or provision deemed by the Trustee to be adequate shall have been made therefor, then, and in every such case, the Holders of not less than twenty-five percent (25%) in aggregate principal amount of the Bonds then Outstanding, by written notice to the Authority, the Bank, the Company and the Trustee, or the Trustee if such declaration was made by the Trustee, may, on behalf of the Holders of all of the Bonds, rescind and annul such declaration and its consequences and waive such default; but such rescission and annulment shall not extend to or affect any subsequent default, and shall not impair or exhaust any right or power in consequence thereof The foregoing to the contrary notwithstanding, Owners of twenty-five percent (25%) in principal amount of the Bonds then outstanding shall have no right to request the Trustee to accelerate the Bonds under this Section 8.02 and the Trustee shall not be obligated to give any Bondholder notice of a default under the Indenture (except upon the occurrence of an Event of Default under Section 8.01(f) or (g) hereof), the Loan Agreement or any other documents executed and delivered in connection with the Bonds, unless the Bank shall be in default of its obligations under the Letter of Credit or a voluntary or involuntary case has been commenced by the filing of a petition under the United States Bankruptcy Code or any other law relating to bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of debts by or against the Bank.

Upon any declaration of acceleration hereunder, the Trustee shall as soon as possible give written notice of the acceleration to the Bondholders as set forth below.  In addition, notice of such acceleration shall be mailed, by registered or certified mail or overnight mail, to the rating agency then rating the Bonds, if any, but failure to mail any such notice or any defect in the mailing thereof shall not affect the validity of such acceleration.  Such notice of acceleration (i) shall be given in the name of the Authority; (ii) shall identify the accelerated Bonds (by name, date of issue, interest rate and maturity date); (iii) shall specify the Acceleration Date; (iv) shall specify the Payment Date and the Acceleration Price; (v) shall state that the interest on the accelerated Bonds ceased to accrue on the Acceleration Date; (vi) shall state the reason for the acceleration; and (vii) shall state that on the Payment Date the Acceleration Price will be payable at the Designated Corporate Trust office of the Trustee.  The Trustee shall use “CUSIP” numbers on such notices as a convenience to Bondholders and such notice shall state that no representation is made as to the correctness of such numbers either as printed on the Bonds or as contained in any notice of acceleration and that reliance may be placed on the registration and description printed on the Bonds.

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Upon acceleration pursuant to this Section 8.02, the Trustee shall immediately exercise such rights as it may have under the Loan Agreement to declare all payments thereunder to be immediately due and payable and shall immediately draw upon the Letter of Credit as provided in Section 5.12 hereof in an amount that is sufficient to pay the Acceleration Price due on the Outstanding Bonds on the Payment Date.

Upon receipt by the Trustee of any amount from the Bank under the preceding paragraphs of this Section 8.02 (or after receipt by the Trustee of any amounts from the Bank under any other provision of this Indenture), the Bank shall be subrogated to the right, title and interest of the Trustee and the Bondholders in and to the Loan Agreement, the Project Facilities and any other security held for the payment of the Bonds (other than said funds), all of which, upon payment of any fees and expenses due and payable to the Trustee pursuant to the Loan Agreement or this Indenture, shall be assigned by the Trustee to the Bank.

Section 8.03Other Remedies.  If any Event of Default occurs and is continuing, the Trustee, before or after declaring the principal of the Bonds immediately due and payable, may enforce each and every right granted to the Authority or the Trustee under the Loan Agreement, the Letter of Credit or any other security instrument, or under any supplements or amendments thereto, and shall, at all times complying with the provisions of Section 8.02 hereof, apply any Revenues or Available Money in the Bond Fund held by the Trustee to the payment of principal of or interest on the Bonds.  In exercising such rights and the rights given the Trustee under this Article VIII, the Trustee shall take such action, as in the judgment of the Trustee, applying the standards described in Section 9.01 hereof, would best serve the interests of the Bondholders.

Section 8.04Legal Proceedings By Trustee.  If any Event of Default has occurred and is continuing, the Trustee in its discretion may and, upon the written request of the Bank or the Owners of twenty-five percent (25%) in principal amount of the Bonds then Outstanding (subject to the consent of the Bank, as long as the Bank is not in default of its obligations under the Letter of Credit or a voluntary or involuntary case has not been commenced by the filing of a petition under the United States Bankruptcy Code or any other law relating to bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of debts by or against the Bank) and receipt of indemnity to its satisfaction shall, in its own name:

A.By mandamus, other suit, action or proceeding at law or in equity, enforce all rights of the Bondholders, including the right to require the Authority to collect the amounts payable under the Loan Agreement and to require the Authority to carry out any other provisions of this Indenture for the benefit of the Bondholders and to perform its duties under the Act;

B.Bring suit upon the Bonds;

C.By action or suit in equity require the Authority to account as if it were the trustee of an express trust for the Bondholders; and

D.By action or suit in equity enjoin any acts or things that may be unlawful or in violation of the rights of the Bondholders.

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Section 8.05Discontinuance of Proceedings by Trustee.  If any proceeding taken by the Trustee on account of any Event of Default is discontinued or is determined adversely to the Trustee, the Authority, the Trustee, the Bondholders and the Bank shall be restored to their former positions and rights hereunder as though no such proceeding had been taken, but subject to the limitations of any such adverse determination.

Section 8.06Bondholders May Direct Proceedings by Trustee.  The Holders of a majority in principal amount of the Bonds outstanding hereunder shall have the right to direct the method and place of conducting all remedial proceedings by the Trustee hereunder, provided that such direction shall not be otherwise than in accordance with law or the provisions of this Indenture, and that the Trustee shall not be required to comply with any such direction which it deems to be unlawful or unjustly prejudicial to Bondholders not parties to such direction.  The foregoing provisions of this Section 8.06 to the contrary notwithstanding, the Bank shall have the right to direct the method and the place of conducting all remedial proceedings by the Trustee hereunder provided that such direction shall not be otherwise than in accordance with law or the provisions of this Indenture as long as the Bank shall not be in default under the Letter of Credit.

Section 8.07Limitations on Actions By Bondholders.  Anything in this Indenture to the contrary notwithstanding, no Bondholder shall have any right to pursue any remedy hereunder or under the Loan Agreement unless:

(a)The Trustee shall have been given written notice of an Event of Default;

(b)The Holders of at least twenty-five percent (25%) in aggregate principal amount of the Bonds Outstanding shall have requested the Trustee, in writing, to exercise the powers hereinabove granted or to pursue such remedy in its or their name or names;

(c)The Trustee shall have been offered indemnity satisfactory to it against costs, expenses and liabilities;

(d)The Trustee shall have failed to comply with such request within a reasonable time, and

(e)The Bank shall be in default of its obligations under the Letter of Credit or a voluntary or involuntary case has been commenced by the filing of a petition under the United States Bankruptcy Code or any other law relating to bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of debts by or against the Bank; provided, however, that nothing herein shall affect or impair the right of any Owner of any Bond to enforce payment of the principal thereof and interest thereon at and after the maturity thereof, or the obligation of the Authority to pay such principal and interest to the respective Owners of the Bonds at the time and place, from the source and in the manner expressed herein and in the Bonds; and provided further that such action shall not disturb or prejudice the lien of this Indenture.

Section 8.08Trustee May Enforce Rights Without Possession of Bonds.  All rights under the Indenture and the Bonds may be enforced by the Trustee without the possession of any Bonds or the production thereof at the trial or other proceedings relative thereto, and

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any proceedings instituted by the Trustee shall be brought in its name for the ratable benefit of the Owners of the Bonds.

Section 8.09Delays and Omissions Not to Impair Rights.  No delay or omission in respect of exercising any right or power accruing upon any Event of Default shall impair such right or power or be a waiver of such Event of Default and every remedy given by this Article VIII may be exercised, from time to time, and as often as may be deemed expedient.

Section 8.10Application of Money in Event of Default.  Any money received by the Trustee under this Article VIII shall be applied in the order listed below (provided that any money received by the Trustee upon drawing under the Letter of Credit together with Available Money on deposit in the Bond Fund and available for payment of principal and interest on all Outstanding Bonds, any money held by the Trustee upon the nonpresentment of Bonds and any money held by the Trustee for the defeasance of Bonds pursuant to Article XI shall be applied only as provided in clause B below and only to pay outstanding principal and accrued interest, as provided in the Letter of Credit, with respect to the Bonds):

A.  To the payment of the fees and expenses of the Trustee and the Authority including reasonable counsel fees and expenses, and any disbursements of the Trustee with interest thereon and its reasonable compensation;

B.  To the payment of principal and interest then owing on the Bonds, including any interest on overdue interest, and in case such money shall be insufficient to pay the same in full, then to the payment of principal and interest ratably, without preference or priority of one over another or of any installment of interest over any other installment of interest; and

The surplus, if any, remaining after the application of the money as set forth above shall, to the extent of any unreimbursed drawing under the Letter of Credit or other obligations owing by the Company to the Bank under the Reimbursement Agreement, be paid to the Bank.  Any remaining money shall be paid to the Company or the person lawfully entitled to receive the same as a court of competent jurisdiction may direct.

Section 8.11Trustee and Bondholders Entitled to All Remedies Under Act; Remedies Not Exclusive.  It is the purpose of this Article VIII to provide to the Trustee and the Bondholders all rights and remedies as may be lawfully granted under the provisions of the Act; but should any remedy herein granted be held unlawful, the Trustee and the Bondholders shall nevertheless be entitled to every remedy permitted by the Act.  It is further intended that, insofar as lawfully possible, the provisions of this Article VIII shall apply to and be binding upon any trustee or receiver appointed under the Act.

No remedy herein conferred is intended to be exclusive of any other remedy or remedies, and each remedy is in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute.

Section 8.12Trustee’s Right to Receiver.  As provided by the Act, the Trustee shall be entitled as of right to the appointment of a receiver; and the Trustee, the Bondholders and any receiver so appointed shall have such rights and powers and be subject to such limitations and restrictions as may be contained in or permitted by the Act.

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Section 8.13Subrogation Rights of Bank.  The Trustee agrees that the Bank or other provider of a Substitute Letter of Credit shall be subrogated to all rights, remedies and collateral of the Trustee under the Indenture, the Loan Agreement or any other document or instrument, to the extent the Bank or other provider of a Substitute Letter of Credit has honored a draw under the Letter of Credit or Substitute Letter of Credit, as the case may be, and has not been reimbursed or paid therefor.

Section 8.14Waiver of Default.  As long as the Bank is not in default of its obligations under the Letter of Credit and the Letter of Credit is in full force and effect, the Bank may waive an Event of Default and if the Bank does so, the Trustee must also waive such Event of Default.  The Trustee may not waive an Event of Default under this Indenture if the Letter of Credit has not been reinstated to cover principal and interest on the Bonds in accordance with the terms of the Letter of Credit.

ARTICLE IX
THE TRUSTEE; THE TENDER AGENT; AND THE REMARKETING AGENT

Section 9.01Duties, Immunities and Liabilities of Trustee.

(A)The Trustee shall, prior to an Event of Default, and after the curing of all Events of Default which may have occurred, perform such duties and only such duties as are specifically set forth in this Indenture.  The Trustee shall, during the existence of any Event of Default (which has not been cured), exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

(B)The Authority shall remove the Trustee if at any time requested to do so by an instrument or concurrent instruments in writing signed by the Holders of not less than a majority in aggregate principal amount of the Bonds then Outstanding (or their attorneys duly authorized in writing), or shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or its property shall be appointed, or any public officer shall take control or charge of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, in each case by giving written notice of such removal to the Trustee, and thereupon shall appoint, with the consent of the Bank and the Company, a successor Trustee by an instrument in writing.

(C)The Trustee may at any time resign by giving written notice of such resignation to the Authority and the Bank and by giving the Bondholders notice of such resignation by mail at the addresses shown on the registration books maintained by the Trustee.  Upon receiving such notice of resignation, the Authority shall promptly appoint, with the consent of the Bank and the Company, a successor Trustee by an instrument in writing.

(D)Any removal or resignation of the Trustee and appointment of a successor Trustee shall become effective upon acceptance of appointment by the successor Trustee.  If no successor Trustee shall have been appointed and have accepted appointment within forty-five (45) days of giving notice of removal or notice of resignation as aforesaid, the resigning Trustee or any Bondholder (on behalf of himself and all other Bondholders) may

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petition any court of competent jurisdiction for the appointment of a successor Trustee.  Any successor Trustee appointed under this Indenture shall signify its acceptance of such appointment by executing and delivering to the Authority and to its predecessor Trustee a written acceptance thereof, and thereupon such successor Trustee, without any further act, deed or conveyance, shall become vested with all the money, estates, properties, rights, powers, trusts, duties and obligations of such predecessor Trustee, with like effect as if originally named Trustee herein; but, nevertheless at the request of the Authority or the request of the successor Trustee, such predecessor Trustee shall execute and deliver any and all instruments of conveyance or further assurance and do such other things as may reasonably be required for more fully and certainly vesting in and confirming to such successor Trustee all the right, title and interest of such predecessor Trustee in and to any property held by it under this Indenture and shall pay over, transfer, assign and deliver to the successor Trustee any money or other property subject to the trusts and conditions herein set forth.  Upon request of the successor Trustee, the Authority shall execute and deliver any and all instruments as may be reasonably required for more fully and certainly vesting in and confirming to such successor Trustee all such money, estates, properties, rights, powers, trusts, duties and obligations.  Upon acceptance of appointment by a successor Trustee as provided in this subsection, the Authority shall mail a notice of the succession of such Trustee to the trusts hereunder to Moody’s and to the Bondholders at the addresses shown on the registration books maintained by the Trustee.  If the Authority fails to mail such notice within fifteen (15) days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Authority.

(E) Any Trustee appointed under the provisions of this Section in succession to the Trustee shall be a trust company or bank having the powers of a trust company having a corporate trust office in the Commonwealth having a combined capital and surplus of at least Fifty Million Dollars ($50,000,000), subject to supervision or examination by federal or state authorities and shall be rated by Moody’s Baa/P-3 or better or otherwise acceptable to Moody’s if the Bonds are then rated by Moody’s, or have received written evidence from Moody’s or such other rating agency then rating the Bonds that the use of such Trustee would not result in a reduction or withdrawal of the rating on the Bonds.  If such bank or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purpose of this subsection the combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

Section 9.02Merger or Consolidation.  Any company into which the Trustee may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Trustee may sell or transfer all or substantially all of its corporate trust business, provided such company shall be eligible under subsection (E) of Section 9.01, shall be the successor to such Trustee without the execution or filing of any paper or any further act, anything herein to the contrary notwithstanding.

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Section 9.03Liability of Trustee.

(A)The recitals of facts herein and in the Bonds contained shall be taken as statements of the Authority, and the Trustee shall assume no responsibility for the correctness of the same, or make any representations as to the validity or sufficiency of this Indenture or of the Bonds or shall incur any responsibility in respect thereof, other than in connection with the duties or obligations herein or in the Bonds assigned to or imposed upon it.  The Trustee shall, however, be responsible for its representations contained in its certificate of authentication on the Bonds.  The Trustee shall not be liable in connection with the performance of its duties hereunder, except for its own gross negligence or willful misconduct.  The Trustee may become the owner of Bonds with the same rights it would have if it were not Trustee and, to the extent permitted by law, may act as depositary for and permit any of their officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Bondholders, whether or not such committee shall represent the Holders of a majority in principal amount of the Bonds then Outstanding.

(B)The Trustee shall not be liable for any error of judgment made in good faith by a responsible officer, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts.

(C)The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture.

(D)The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture (other than the making of a draw under the Letter of Credit in accordance with its terms and the terms hereof, declaring the principal of the Bonds to be immediately due and payable when required hereunder or making payments on the Bonds when due) at the request, order or direction of any of the Bondholders pursuant to the provisions of this Indenture unless such Bondholders shall have offered to the Trustee indemnification to its satisfaction for indemnity against the costs, expenses and liabilities which may be incurred therein or thereby.

(E)The Trustee shall not be liable for any action taken by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.

Section 9.04Right of Trustee to Rely on Documents.  The Trustee may conclusively rely, and shall be protected in acting upon any notice, resolution, request, consent, order, certificate, report, opinion, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.  The Trustee may consult with counsel, who may be counsel of or to the Authority, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith.

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The Trustee shall not be bound to recognize any person as the Holder of a Bond unless and until such Bond is submitted for inspection, if required, and his title thereto is satisfactorily established, if disputed.

Whenever in the administration of the trusts imposed upon it by this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a Certificate of the Authority, and such Certificate shall be full warrant to the Trustee for any action taken or suffered in good faith under the provisions of this Indenture in reliance upon such Certificate, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as it may deem reasonable.

Section 9.05Preservation and Inspection of Documents.

(A)All documents received by the Trustee under the provisions of this Indenture shall be retained in its possession and shall be subject during normal business hours of the Trustee to the inspection of the Authority and any Bondholder, and their agents and representatives duly authorized in writing, at reasonable hours and under reasonable conditions.

(B)The Trustee covenants and agrees that it shall maintain a current list of the names and addresses of all the Bondholders.

Section 9.06Compensation.  The Trustee shall be paid (solely from Additional Payments) from time to time reasonable compensation for all services rendered under this Indenture, and also all reasonable expenses, charges, legal and consulting fees and other disbursements and those of its attorneys, agents and employees, incurred in and about the performance of its powers and duties under this Indenture.

Section 9.07The Tender Agent.  The initial Tender Agent appointed by the Company, and each successor tender agent appointed in accordance herewith, shall designate its office and signify its acceptance of the duties and obligations imposed upon it as described herein by a written instrument of acceptance delivered to the Trustee and the Company under which the Tender Agent shall, among other things:

(a)hold all Bonds delivered to it hereunder in trust for the benefit of the respective owners of Bonds which shall have so delivered such Bonds until money representing the Purchase Price of such Bond shall have been delivered to or for the account of or to the order of such Owners of Bonds.  Upon delivery of money representing the Purchase Price of such Bonds to or for the account of or to the order of such Owners of Bonds, the Tender Agent shall hold all such Bonds which are required to be delivered to the Pledged Bonds Custodian pursuant to Section 5.06(b) hereof, as the agent of the Bank for the purpose of perfecting the Bank’s security interest therein under the Pledge Agreement (which agency shall terminate upon delivery of such Bonds by the Tender Agent to or upon the order of the Bank in accordance with such Section 5.06(b)); and

(b)hold all money delivered to it hereunder and under the Tender Agent Agreement for the purchase of such Bonds in a separate account in trust for the benefit of

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the person or entity which shall have so delivered such money until required to transfer such funds as provided herein.

Section 9.08Qualification of Tender Agent.

(a)The Tender Agent shall be a bank or trust company duly organized under the laws of the United States of America or any state or territory thereof, having a combined capital stock, surplus and undivided profits of at least Fifty Million Dollars ($50,000,000) or that is a wholly-owned subsidiary of such a bank or trust company, and authorized by law to perform all duties imposed upon it by this Indenture and shall be rated at least Baa3/P-3 by Moody’s if the Bonds are then rated by Moody’s, or have received written evidence from Moody’s or such other rating agency then rating the Bonds that the use of such Tender Agent would not result in a reduction or withdrawal of the rating on the Bonds.  The Tender Agent may at any time resign and be discharged of its duties and obligations by giving at least sixty (60) days notice to the Authority, the Trustee, the Remarketing Agent, the Bank and the Company; provided that such resignation shall not take effect until the appointment of a successor Tender Agent in accordance with the provisions hereof Upon the written approval of the Bank, the Tender Agent may be removed at any time by the Company upon written notice to the Authority, the Trustee and the Remarketing Agent.  Successor Tender Agents may be appointed from time to time by the Company, with the prior written consent of the Bank.

(b)Upon the resignation or removal of the Tender Agent, the Tender Agent shall deliver any Bonds and money held by it in such capacity to its successor.

Section 9.09Qualifications of Remarketing Agent; Resignation; Removal, The Remarketing Agent shall be a financial institution or registered broker/dealer authorized by law to perform all of the duties imposed upon it by this Indenture.  The Remarketing Agent may at any time resign and be discharged of its duties and obligations created by this Indenture by giving at least thirty (30) days notice to the Authority, the Company and the Trustee.  The Remarketing Agent may be removed at any time, upon not less than thirty (30) days written notice from the Company filed with the Trustee.  Upon the resignation or removal of the Remarketing Agent, the Company shall appoint a successor Remarketing Agent and shall provide written notice thereof to the Trustee.  The resignation or removal of the Remarketing Agent shall not become effective until a successor Remarketing Agent is appointed and accepts such appointment.  If the Bonds are rated by a Rating Agency, any successor Remarketing Agent shall be rated at least Baa3/P-3 or otherwise be acceptable to such Rating Agency.

Section 9.10Construction of Ambiguous Provisions.  The Trustee may construe any provision hereof insofar as such may appear to be ambiguous or inconsistent with any other provision hereof; and any construction of any such provision by the Trustee in good faith shall be binding upon the Owners of the Bonds.

ARTICLE X - MODIFICATION OR AMENDMENT OF THE INDENTURE

Section 10.01Amendments Permitted.  This Indenture and the rights and obligations of the Authority, the Trustee and the Holders of the Bonds may be modified or amended from time to time and at any time for any lawful purpose, by an indenture or indentures

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supplemental hereto, which the Authority and the Trustee may enter into without the consent of any Bondholders but with the prior written consent of the Bank (as long as the Bank is not in default under the Letter of Credit).  The foregoing to the contrary notwithstanding, no such modification or amendment shall, without the consent of the Holders of all Bonds then Outstanding, (i) extend the maturity date of any Bond, (ii) reduce the amount of principal thereof, (iii) extend the time of payment or change the method of computing the rate of interest thereon, without the consent of the Holder of each Bond so affected, or eliminate the Holders’ rights to tender the Bonds, (iv) extend the due date for the purchase of Bonds tendered by the Holders thereof, or (v) reduce the purchase price of such Bonds.  It shall not be necessary for the consent of the Bondholders to approve the particular form of any Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof.  Promptly after the execution by the Authority and the Trustee of any Supplemental Indenture pursuant to this Section 10.01, the Trustee shall mail a notice, setting forth in general terms the substance of such Supplemental Indenture, to each rating agency then rating the Bonds and the Holders of the Bonds at the address shown on the registration books of the Trustee.  Any failure to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Indenture.

Section 10.02Effect of Supplemental Indenture.  Upon the execution of any Supplemental Indenture pursuant to this Article, this Indenture shall be deemed to be modified and amended in accordance therewith, and the respective rights, duties and obligations under this Indenture of the Authority, the Trustee and all Holders of Bonds Outstanding shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modification and amendment, and all the terms and conditions of any such Supplemental Indenture shall be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

Section 10.03Trustee Authorized to Join in Amendments and Supplements; Reliance on Counsel.  The Trustee is authorized to join with the Authority in the execution and delivery of any supplemental indenture or amendment permitted by this Article X and in so doing shall be fully protected by an opinion of counsel that such supplemental indenture or amendment is so permitted and has been duly authorized by the Authority and that all things necessary to make it a valid and binding agreement have been done.

ARTICLE XI - DEFEASANCE

Section 11.01Discharge of Indenture.  The Bonds may be paid by the Authority in any of the following ways, provided that the Authority also pays or causes to be paid any other sums payable hereunder by the Authority:

(a)by paying or causing to be paid the principal of and interest on the Bonds of such series, as and when the same become due and payable;

(b)with respect to Bonds which bear interest at the Fixed Rate applicable to Bonds of such series, by depositing with the Trustee, in trust, Available Money or securities purchased with Available Money in the amount necessary (as provided in Section 11.03) to pay or redeem all Bonds then Outstanding; or

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(c)   by delivering to the Trustee, for cancellation by it, the Bonds then Outstanding.

If the Authority shall also pay or cause to be paid all Bonds then Outstanding and shall also pay or cause to be paid all other sums payable hereunder by the Authority, then and in that case, at the election of the Authority (evidenced by a Certificate of the Authority filed with the Trustee, signifying the intention of the Authority to discharge all such indebtedness and this Indenture), and notwithstanding that any Bonds shall not have been surrendered for payment, this Indenture, the assignment of the Loan Agreement and the pledge of Revenues and other assets made under this Indenture and all covenants, agreements and other obligations of the Authority under this Indenture shall cease, terminate, become void and be completely discharged and satisfied.  In such event, upon Request of the Authority, the Trustee shall cause an accounting for such period or periods as may be requested by the Authority to be prepared and filed with the Authority and shall execute and deliver to the Authority all such instruments, as prepared by or caused to be prepared by the Authority, that may be necessary or desirable to evidence such discharge and satisfaction, and the Trustee shall pay over, transfer, assign or deliver all money or securities or other property held by it pursuant to this Indenture, which are not required for (i) the payment of all the charges and reasonable expenses of the Trustee under this Indenture, (ii) the payment or redemption of Bonds not theretofore surrendered for such payment or redemption, (iii) the payment of amounts owed to the Bank by the Company under the Reimbursement Agreement, to the Company, or (iv) the payment of any and all sums due to the United States of America pursuant to Section 6.13 hereof.

Section 11.02         Discharge of Liability on Bonds.  During the Fixed Rate Period, upon the deposit with the Trustee, in trust, at or before maturity, of money or securities in the necessary amount (as provided in Section 11.03) to pay or redeem any Outstanding Bond (whether upon or prior to the end of the Fixed Rate Period or the redemption date of such Bond), provided that, if such Bond is to be redeemed prior to maturity, notice of such redemption shall have been given as in Article IV provided provision satisfactory to the Trustee shall have been made for the giving of such notice, then all liability of the Authority in respect of such Bond shall cease, terminate and be completely discharged, and the Holder thereof shall thereafter be entitled only to payment out of such money or securities deposited with the Trustee as aforesaid for their payment, subject, however, to the provisions of Section 11.04.

The Authority may at any time surrender to the Trustee for cancellation by it any Bonds previously issued and delivered, which the Authority may have acquired in any manner whatsoever, and such Bonds, upon such surrender and cancellation, shall be deemed to be paid and retired.

Section 11.03         Deposit of Money or Securities with Trustee.  During the Fixed Rate Period, whenever in this Indenture it is provided or permitted that there be deposited with or held in trust by the Trustee money or securities in the necessary amount to pay or redeem any Bonds, the money or securities so to be deposited or held shall be cash or Investment Securities described in clauses (i) or (ii) of the definition thereof in Section 1.01 hereof, which Investment Securities shall be noncallable and not subject to prepayment, the principal of and interest on which when due will provide money sufficient to pay the principal of, premium, if any, and all unpaid interest to maturity, or to the redemption date, as the case may be, on the Bonds to

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be paid or redeemed, as such principal, premium, if any, and interest become due, provided that, in the case of Bonds which are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as provided in Article IV or provision satisfactory to the Trustee shall have been made for the giving of such notice; provided, in each case, that the Trustee shall have been irrevocably instructed (by request of the Authority) to apply such money to the payment of such principal and interest with respect to such Bonds.

Whenever Investment Securities are deposited with the Trustee in accordance with Section 11.03(b) hereof, the Company shall provide to the Trustee and the Rating Agency (i) a verification report from an independent public accountant, satisfactory in form and content to the Trustee, demonstrating that the Investment Securities so deposited and the income therefrom shall be sufficient to pay the principal of, premium, if any, and all unpaid interest to maturity, or to the redemption date, as the case may be, on the Bonds to be paid or redeemed, as such principal, premium, if any, and interest become due, and (ii) an opinion acceptable to the Rating Agency, of nationally recognized bankruptcy counsel, to the effect that the provision for payment of the Bonds contemplated to be made pursuant to this Section 11.03 will not constitute or result in such payments constituting voidable preferences under Section 547 of the Bankruptcy Code.

Section 11.04         Payment of Bonds After Discharge of Indenture.  Notwithstanding any provisions of this Indenture, any money held by the Trustee in trust for the payment of the principal o£ premium, if any, or interest on, any Bonds remaining unclaimed for five years after the principal of all of the Bonds has become due and payable (whether at maturity or upon call for redemption or by acceleration as provided in this Indenture), if such money were so held at such date, or five years after the date of deposit of such money if deposited after said date when all of the Bonds became due and payable, shall be repaid to the Company, upon its written request, free from the trusts created by this Indenture and all liability of the Trustee with respect to such money shall thereupon cease; provided, however, that before the repayment of such money to the Company as aforesaid, the Trustee may (at the cost and request of the Company) first mail to the Holders of Bonds which have not been paid, at the addresses last shown on the registration books maintained by the Trustee, a notice, in such form as may be deemed appropriate by the Trustee with respect to the Bonds so payable and not presented and with respect to the provisions relating to the repayment to the Company of the money held for the payment thereof.

ARTICLE XII - XD MISCELLANEOUS

Section 12.01         Liability of Authority Limited to Revenues.  Notwithstanding anything to the contrary contained in this Indenture or in the Bonds, the Authority shall not be required to advance or pay any money derived from any source other than the Revenues and other assets pledged under this Indenture for any of the purposes in this Indenture mentioned, whether for the payment of the principal of or interest on the Bonds or for any other purpose of this Indenture.  Notwithstanding any provisions of this Indenture to the contrary, no recourse under or upon any obligation, covenant or agreement contained herein or in any Bond shall be had against the Authority, it being expressly agreed and understood that the obligations of the Authority hereunder, and under the Bonds and elsewhere, are solely corporate obligations of the Authority and shall be enforceable only out of the Authority’s interest in this Indenture and the Loan Agreement and there shall be no other recourse against the Authority or

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any property now or hereafter owned by it and after entry of judgment against the Authority by virtue of the power herein contained, the Trustee shall mark the judgment index to the effect that the judgment is limited as aforesaid.

Section 12.02         Limitation of Liability of Directors, Etc. of Authority.  No covenant, agreement, provision or obligation contained herein shall be deemed to be a covenant, agreement or obligation of any present or future director, commissioner, officer, employee, member or agent of the Authority in his individual capacity, and neither the members of the Authority nor any officer thereof shall be liable personally on this Indenture or any of the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof or this Indenture.  No director, commissioner, officer, employee, member or agent of the Authority shall incur any personal liability with respect to any other action taken by him pursuant to this Indenture or the Act.  Notwithstanding anything herein to the contrary, no provision, covenant or agreement contained in this Indenture or in the Bonds or any obligations herein or therein imposed upon the Authority or the breach thereof, shall constitute or give rise to or impose upon the Authority a pecuniary liability or a charge upon its general credit.  In making the agreements, provisions and covenants set forth in this Indenture, the Authority has not obligated itself except with respect to its rights and interest in the Loan Agreement, as hereinabove provided.  The issuance of the Bonds under this Indenture shall not be considered a misfeasance in office.  The liability of the Authority, including its officers, members and employees under any and all of the documentation executed in connection with the issuance of the Bonds shall not constitute its general obligation and recourse against the Authority on the documentation executed in connection with the issuance of the Bonds shall be had only against the property specifically pledged as security therefor and any rents, issues and profits thereof.  It is expressly understood that the Authority shall not otherwise be obligated and that none of its members, officers or employees shall be in any way obligated for any costs, expenses, fees or other obligations or liabilities incurred or imposed in connection with the issuance of the Bonds, whether incurred prior to or after closing, and that recourse against the Authority and its members, officers or employees, shall be limited as set forth herein.

Section 12.03         Covenant Not to Sue.  The forms of Bonds provide that the Owners of the Bonds agree not to sue the Authority or any of its board members, officers, agents or employees, past, present or future except as provided herein and in the Loan Agreement as a condition of, and in consideration for, the issuance of the Bonds; accordingly, the Trustee shall not be permitted to sue the Authority on behalf of the Owners of the Bonds other than as provided herein.

Section 12.04         Successor is Deemed Included in All References to Predecessor.  Whenever in this Indenture either the Authority or the Trustee is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Indenture contained by or on behalf of the Authority or the Trustee shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not.

Section 12.05         Limitation of Rights to Parties, Bank, Company and Bondholders.  Nothing in this Indenture or in the Bonds, express or implied, is intended or shall be construed to give to any person other than the Authority, the Trustee, the Bank, the Company

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and the Holders of the Bonds, any legal or equitable right, remedy or claim under or in respect of this Indenture or any covenant, condition or provision therein or herein contained; and all such covenants, conditions and provisions are and shall be held to be for the sole and exclusive benefit of the Authority, the Trustee, the Bank, the Company and the Holders of the Bonds.

Section 12.06         Waiver of Notice.  Whenever in this Indenture the giving of notice by mail or otherwise is required, the giving of such notice may be waived in writing by the person entitled to receive such notice and in any case the giving or receipt of such notice shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

Section 12.07         Severability of Invalid Provisions.  If any one or more of the provisions contained in this Indenture or in the Bonds shall for any reason be held to be invalid, illegal or unenforceable in any respect, then such provision or provisions shall be deemed several from the remaining provisions contained in this Indenture and such invalidity, illegality or unenforceability shall not affect any other provision of this Indenture, and this Indenture shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein.  The Authority hereby declares that it would have entered into this Indenture and each and every other Section, paragraph, sentence, clause or phrase hereof and authorized the issuance of the Bonds pursuant thereto irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses or phrases of this Indenture may be held illegal, invalid or unenforceable.

Section 12.08         Notices.  Prior to the Conversion Date, all notices to Bondholders shall be given by certified or registered mail, commercial overnight delivery service, telex, telegram, telecopier or other telecommunication device unless otherwise provided herein and confirmed in writing as soon as practicable.  All such notices shall also be sent to the Holder and any person designated by any Holder to receive copies of such notices.  Any notice to or demand upon the Trustee may be served or presented, and such demand may be made, at the Designated Corporate Trust Office of the Trustee, or at such other address as may have been filed in writing by the Trustee, the Authority, the Company, the Remarketing Agent, the Placement Agent, the Tender Agent or the Bank shall be deemed to have been sufficiently given or served for all purposes by being delivered or sent by telex or by being deposited, postage prepaid, in a post office letter box, addressed as the case may be,

To the Trustee:

Allfirst Bank

Mail Code 001-02-11

213 Market Street

Harrisburg, PA 17101

Attn: Corporate Trust Services

To the Authority:

Bradford County Industrial Development Authority

c/o Landy & Landy

228 Desmond Street

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Sayre, PA 18840

Attn: Robert Landy, Solicitor

(or such other address as may have been filed in writing by the Authority with the Trustee),

To the Company:

Stabler Companies Inc.
635 Lucknow Road
Harrisburg, PA 17110

Attn: Douglas B. Danko

(or such other address as may have been filed in writing by the Company with the Trustee),

To the Remarketing Agent:

First Union Securities, Inc.

301 South College Street

DC 8

Charlotte, NC 28288-0600

Attn: William Bingham, Vice President

(or such other address as may have been filed in writing by the Remarketing Agent with the Trustee),

To the Placement Agent:

First Union Securities, Inc.

301 South College Street

DC 8

Charlotte, NC 28288-0600

Attn:  William Bingham, Vice President

To the Tender Agent:

Allfirst Bank

Mail Code 001-02-11

213 Market Street

Harrisburg, PA 17101

Attn: Corporate Trust Services

(or such other address as may have been filed in writing by the Tender Agent with the Trustee),

To the Bank:

First Union National Bank

8739 Research Drive - URP4

Mailcode NC0742

Charlotte, NC 28262

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Attn: International Trade Operations

(or such other address as may have been filed in writing by the Bank with the Trustee).

Section 12.09         Evidence of Rights of Bondholders.  Any request, consent or other instrument required or permitted by this Indenture to be signed and executed by Bondholders may be in any number of concurrent instruments of substantially similar tenor and shall be signed or executed by such Bondholders in person or by an agent or agents duly appointed in writing.  Proof of the execution of any such request, consent or other instrument or of a writing appointing any such agent, or of the holding by any person of Bonds transferable by delivery, shall be sufficient for any purpose of this Indenture and shall be conclusive in favor of the Trustee and of the Authority if made in the manner provided in this Section.

The fact and date of the execution by any person of any such request, consent or other instrument or writing may be proved by the certificate of any notary public or other officer of any jurisdiction, authorized by the laws thereof to take acknowledgments of deeds, certifying that the person signing such request, consent or other instrument acknowledged to him the execution thereof, or by an affidavit of a witness of such execution duly sworn to before such notary public or other officer.

The ownership of Bonds shall be proved by the bond registration books held by the Trustee.

Any request, consent or other instrument or writing of the Holder of any Bond shall bind every future Holder of the same Bond and the Holder of every Bond issued in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Trustee or the Authority in accordance therewith or in reliance thereon.

Section 12.10         Disqualified Bonds.  In determining whether the Holders of the requisite aggregate principal amount of Bonds have concurred in any demand, request, direction, consent or waiver under this Indenture, Bonds which are owned or held by or for the account of the Authority or the Company, or by any other obligor on the Bonds, or by any person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the Authority, the Company, or any other obligor on the Bonds, shall be disregarded and deemed not to be Outstanding for the purposes of this Section if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s right to vote such Bonds and that the pledgee is not a person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the Authority, the Company or any other obligor on the Bonds.  In case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee.

Section 12.11         Money Held for Particular Bonds.  The money held by the Trustee for the payment of the interest, principal or premium due on any date with respect to particular Bonds (or portions of Bonds in the case of registered Bonds redeemed in part only) shall, on and after such date and pending such payment, be set aside on its books and held uninvested in trust by it for the Holders of the Bonds entitled thereto, subject, however, to the provisions of Section 11.04 hereof.

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Section 12.12         Funds.  Any fund required by this Indenture to be established and maintained by the Trustee may be established and maintained in the accounting records of the Trustee, either as a fund or an account, and may, for the purposes of such records, any audits thereof and any reports or statements with respect thereto, be treated either as a fund or as an account; but all such records with respect to all such funds shall at all times be maintained in accordance with current industry standards, to the extent practicable, and with due regard for the requirements of Section 7.05 hereof and for the protection of the security of the Bonds and the rights of every holder thereof.

Section 12.13         Payments Due on Days other than Business Days.  If a payment day is not a Business Day at the place of payment, then payment may be made at that place on the next Business Day and no interest shall accrue for the intervening period.

Section 12.14         Provisions Applicable After Conversion Date

(a)   From and after the Conversion Date, all references to “Available Money” herein shall be changed to read as “money” depending on the applicable context.

(b)   From and after the Conversion Date, all provisions herein requiring notice to or the consent of the Bank shall be deemed to be deleted and of no force and effect.

Section 12.15         Execution in Several Counterparts.  This Indenture may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original; and all such counterparts, or as many of them as the Authority and the Trustee shall preserve undestroyed, shall together constitute but one and the same instrument.

Section 12.16         Notices to Rating Agency.  Written notice shall be provided by the Trustee to each Rating Agency of (i) the appointment of any successor Trustee, Tender Agent, Paying Agent or Remarketing Agent, (ii) any supplemental indenture or any amendment to the Loan Agreement or the Letter of Credit, (iii) the expiration, termination or extension of the Letter of Credit, (iv) the payment of all outstanding Bonds, and (v) the conversion of the Bonds to the Fixed Rate.

Section 12.17         Governing Law.  This Indenture shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to any conflict of laws provision thereof

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IN WITNESS WHEREOF, the Bradford County Industrial Development Authority has caused this Indenture to be signed in its name by its (Vice) Chairman and its seal to be hereunto affixed and attested by its Secretary or Assistant Secretary, and Allfirst Bank, in token of its acceptance of the trusts created hereunder, has caused this Indenture to be signed in its corporate name by its Authorized Officer and its corporate seal to be hereunto affixed and attested by its Authorized Signatory, all as of the day and year first above written.

ATTEST:		BRADFORD COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY
By:	/s/	By:	/s/
	Secretary		Chairman
(SEAL)
ATTEST:		ALLFIRST BANK
By:	/s/	By:	/s/
Title: Vice President Corporate Trust Officer		Title: Assistant Vice President
(SEAL)

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EXHIBIT A
[FLOATING RATE FORM OF BOND]

Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”) to the Authority or its agent for registration of transfer, exchange or payment and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC).  ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

UNITED STATES OF AMERICA

No.  VR-1 COMMONWEALTH OF PENNSYLVANIA $4,500,000

BRADFORD COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY

VARIABLE RATE DEMAND/FIXED RATE REVENUE BOND
(STATE AGGREGATES INC. PROJECT)
SERIES OF 2000

DATE OF ISSUANCE	MATURITY DATE	INTEREST RATE	CUSIP
FEBRUARY 18, 2000	February 1, 2015	Weekly Floating Rate	104256AAO

THIS BOND IS SUBJECT TO MANDATORY TENDER FOR PURCHASE AT THE TIME AND IN THE MANNER HEREINAFTER DESCRIBED, AND MUST BE SO TENDERED OR WILL BE DEEMED TO HAVE BEEN SO TENDERED UNDER CERTAIN CIRCUMSTANCES DESCRIBED HEREIN.

Bradford County Industrial Development Authority (the “Authority”), an industrial and commercial development authority organized and existing under the Economic Development Financing Law (the “Act”), of the Commonwealth of Pennsylvania (the “Commonwealth”), for value received, promises to pay to the order of CEDE & CO., or registered assigns, on the Maturity Date stated above, upon surrender hereof but only from the sources referred to herein, the principal sum of FOUR MILLION FIVE HUNDRED THOUSAND DOLLARS ($4,500,000), unless this Variable Rate Demand/Fixed Rate Revenue Bond (State Aggregates Inc.  Project), Series of 2000 (the “Bond”), duly shall have been called for earlier redemption and payment of the redemption price shall have been made or provided for, and to pay, but only from the sources referred to herein, interest on said principal sum, at the rate or rates determined as provided in this Bond and in the Indenture (hereinafter defined), until the principal sum hereof is paid or provision for payment thereof has been made as provided in the Indenture.  Interest on this Bond is payable from the Interest Payment Date (herein defined) next preceding the date of registration and authentication of this Bond, unless: (a) this Bond is registered and authenticated as of an Interest Payment Date, in which event this Bond shall bear interest from such Interest Payment Date; or (b) this Bond is registered and authenticated after a Record Date (hereinafter defined) and before the next succeeding Interest Payment Date, in which event this Bond shall bear interest from such Interest Payment Date; or (c) this Bond is registered and

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authenticated on or prior to the Record Date (hereinafter defined) next preceding the first Interest Payment Date, in which event this Bond shall bear interest from the Series Issue Date set forth above; or (d) as shown by the records of the Trustee (hereinafter defined), interest on this Bond shall be in default, in which event this Bond shall bear interest from the date to which interest was last paid on this Bond.

The principal of this Bond, when due upon maturity or upon any earlier call for redemption, shall be payable at the Designated Office (hereinafter defined) of Allfirst Bank (together with its successors in the trust, the “Trustee”), as trustee under the Indenture (hereinafter defined), or at the duly designated office of any successor trustee under such Indenture.  As used herein, the phrase “Designated Office” shall mean the corporate trust office of the Trustee in Harrisburg, Pennsylvania, or any other office or offices of the Trustee designated by the Trustee may, from time to time, designated as the place at which Bonds may be presented for payment, registration of a transfer of ownership or exchange.  Payment of interest due on this Bond shall be made on each Interest Payment Date to the person in whose name ownership of this Bond is registered as of the close of business of the Trustee on the Business Day (as herein defined), preceding the applicable Interest Payment Date (the “Record Date”), by check mailed to the address of such registered owner as shown on the bond register maintained by the Trustee; provided, however, that interest shall be paid by wire transfer to an account of such registered owner in the United States, if such registered owner is the Bank or Depository Trust Company or its nominee or a successor securities depository (hereinafter defined) or if such registered owner is the owner of Bonds (hereinafter defined) in an aggregate principal amount of $1,000,000 or more and shall have made a written request for wire payment of interest to the Trustee at least fifteen (15) calendar days prior to the Interest Payment Date.  Any interest that is not timely paid or duly provided for shall cease to be payable to the person in whose name this Bond is registered as of the regular Record Date for the payment of such interest, and shall be payable to the person in whose name this Bond is registered at the close of business of the Trustee on a special record date for the payment of such overdue interest (the “Special Record Date”) established by notice mailed by the Trustee on behalf of the Authority to the registered owner of this Bond not less than fifteen (15) days preceding such Special Record Date and not less than twenty (20) days, but not more than thirty (30) days, prior to the date established by the Trustee for the payment of such overdue interest (the “Special Interest Payment Date”).  Such notice shall be mailed to the person in whose name this Bond is registered at the close of business of the Trustee on the fifth (5th) day preceding the date of mailing.

The principal of, premium, if any, and interest on this Bond shall be payable in lawful money of the United States of America and only from certain receipts, revenues and money of the Authority available for such purposes, all as provided and more My set forth in a Trust Indenture, dated as of February 1, 2000 (the “Indenture”), duly executed and delivered by the Authority to the Trustee, as trustee.  This Bond is one of the series of $4,500,000 aggregate principal amount of revenue bonds of the Authority, known as “Variable Rate Demand/Fixed Rate Revenue Bonds (State Aggregates Inc., Project), Series of 2000 (the “Bonds”), all issued under the Indenture and equally and ratably secured by the Indenture and by an assignment thereunder of all right, title and interest of the Authority in the Loan Agreement (hereinafter defined) and any sums (except certain amounts in respect of administrative expenses and indemnification of the Authority) payable thereunder by Stabler Companies Inc. (the “Company”), a corporation organized and existing under laws of the Commonwealth with its principal office in Harrisburg, Pennsylvania.  The Company and the Authority have entered into a Loan Agreement, dated as of February 1, 2000 (the “Loan Agreement”), under which the Authority has agreed to lend the proceeds of the Bonds to the Company for the installation

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of a new 300 ton per hour aggregate stone based paving and related materials manufacturing plant; and the payment of related costs and expenses, including a portion of the costs of issuance of the Bonds (collectively, the “Project”) and, in consideration thereof the Company has agreed, to make payments to the Authority in amounts and at times sufficient to meet all obligations of the Authority with respect to the Bonds.

The Company has caused an irrevocable direct pay letter of credit issued by First Union National Bank and dated the Series Issue Date set forth above to be delivered to the Trustee, pursuant to which the Trustee is authorized, subject to the terms and conditions thereof to draw up to (a) an amount equal to the principal amount of the Bonds (i) to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to pay the portion of the Purchase Price (hereinafter defined) of Bonds tendered to the Tender Agent (hereinafter defined) corresponding to the principal amount of such Bonds, plus (b) an amount equal to 46 days’ accrued interest on the Outstanding Bonds at fifteen percent (15%) per annum (based on a year of 365 or 366 days, as appropriate, and the actual number of days elapsed).  Such irrevocable letter of credit and any substitute letter of credit delivered to the Trustee in accordance with the terms of the Indenture is herein called the “Letter of Credit.” As used herein, the term “Bank” shall mean First Union National Bank, in its capacity as issuer of such irrevocable letter of credit, or the bank or other institution issuing any such substitute letter of credit (the “Substitute Letter of Credit”).  The initial Letter of Credit expires February 17,2005, unless earlier terminated pursuant to its terms or extended.  As used herein, the phrase “Letter of Credit Termination Date” means the later of (i) that date upon which the Letter of Credit expires or terminates pursuant to its terms, or (ii) that date to which the expiration or termination of the Letter of Credit may be extended, from time to time, either by extension or renewal of the existing Letter of Credit or the issuance of a Substitute Letter of Credit.  Subject to the provisions of the Indenture, the Company may, but is not required to, cause the Letter of Credit to be extended or replaced with a Substitute Letter of Credit prior to the Letter of Credit Termination Date.  The Bank is under no obligation to extend or replace the Letter of Credit.  Unless the Letter of Credit is extended or replaced prior to the Letter of Credit Termination Date in accordance with the terms of the Indenture, the Bonds will become subject to mandatory redemption, as described below.  The Letter of Credit is being issued pursuant to a Reimbursement Agreement (as the same may be amended or replaced, the “Reimbursement Agreement”) between the Company and the Bank, under which the Company is obligated to reimburse the Bank for all drawings under the Letter of Credit.

Reference is made to the Indenture, an executed counterpart of which is on file at the corporate trust office of the Trustee located in Harrisburg, Pennsylvania, for a statement of the particular receipts, revenues and money of the Authority pledged for payment of the principal o£ premium, if any, and interest on the Bonds, the nature, extent and manner of enforcement of the security for the Bonds, the rights of holders of the Bonds and of the Trustee with respect to such security, and the terms and conditions upon which the Bonds are issued.

THE BONDS ARE SPECIAL, LIMITED OBLIGATIONS OF THE AUTHORITY PAYABLE SOLELY AND EXCLUSIVELY FROM THE PAYMENTS REQUIRED TO BE MADE BY THE COMPANY UNDER THE LOAN AGREEMENT AND FROM DRAWS ON THE LETTER OF CREDIT.  NO RECOURSE SHALL BE HAD FOR THE PAYMENT OF THE PRINCIPAL OF THIS BOND OR ANY INTEREST, PURCHASE PRICE OR REDEMPTION PRICE PAYABLE WITH RESPECT TO THIS BOND, OR ANY

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CLAIM BASED ON THIS BOND, THE INDENTURE OR THE LOAN AGREEMENT, AGAINST THE AUTHORITY OR ANY SUCCESSOR TO THE AUTHORITY, OR AGAINST ANY PRESENT, PAST OR FUTURE OFFICER, MEMBER, EMPLOYEE OR AGENT OF THE AUTHORITY OR ANY SUCCESSOR TO THE AUTHORITY, UNDER ANY CONSTITUTIONAL PROVISION, STATUTE OR RULE OF LAW, BY THE ENFORCEMENT OF ANY ASSESSMENT, BY ANY LEGAL OR EQUITABLE PROCEEDING, OR BY ANY OTHER MEANS, AND ALL SUCH LIABILITY OF THE AUTHORITY, ALL SUCH SUCCESSORS TO THE AUTHORITY AND ALL SUCH OFFICERS, MEMBERS, EMPLOYEES OR AGENTS IS RELEASED AS A CONDITION OF, AND IN CONSIDERATION FOR, THE ISSUANCE OF THIS BOND.  FURTHERMORE, IN CONSIDERATION OF THE ISSUANCE OF THIS BOND, THE HOLDER HEREOF COVENANTS NOT TO SUE THE AUTHORITY, ANY SUCCESSOR TO THE AUTHORITY OR ANY PAST, PRESENT OR FUTURE MEMBER, OFFICER, EMPLOYEE OR AGENT OF THE AUTHORITY OR ANY SUCH SUCCESSOR, EXCEPT AS EXPRESSLY PERMITTED IN THE INDENTURE AND THE LOAN AGREEMENT.  THE BONDS AND THE INTEREST THEREON ARE NOT, AND SHALL NOT BE, A DEBT OR LIABILITY OF THE COMMONWEALTH OF PENNSYLVANIA OR ANY POLITICAL SUBDIVISION THEREOF AND DO NOT AND SHALL NOT CREATE OR CONSTITUTE AN INDEBTEDNESS, LIABILITY OR OBLIGATION, LEGAL, MORAL OR OTHERWISE, OF THE COMMONWEALTH OF PENNSYLVANIA OR ANY POLITICAL SUBDIVISION THEREOF, AND THE AUTHORITY SHALL NOT INCUR ANY INDEBTEDNESS ON BEHALF OF OR IN ANY WAY OBLIGATE THE COMMONWEALTH OF PENNSYLVANIA OR ANY POLITICAL SUBDIVISION THEREOF.  NEITHER THE MEMBERS OF THE AUTHORITY NOR ANY PERSON EXECUTING THE BONDS SHALL BE LIABLE PERSONALLY ON THE BONDS BY REASON OF THE ISSUANCE THEREOF.  THE AUTHORITY IS A CONDUIT AUTHORITY AND HAS NO TAXING POWER

THE AUTHORITY HAS NOT PARTICIPATED IN THE PREPARATION OF THE PLACEMENT MEMORANDUM PREPARED IN CONNECTION WITH THE SALE AND ISSUANCE OF THE BONDS AND NEITHER HAS NOR ASSUMES ANY RESPONSIBILITY AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION CONTAINED IN THE PLACEMENT MEMORANDUM, EXCEPT FOR INFORMATION UNDER THE SECTION ENTITLED “THE AUTHORITY.” THE AUTHORITY HAS LIKEWISE NOT PARTICIPATED IN THE OFFER, SALE OR DISTRIBUTION OF THE BONDS.

INTEREST ON BONDS

In General.  This Bond shall bear interest at a Floating Rate or a Fixed Rate, as specified above and described below.  All of the Bonds shall initially bear interest at a Floating Rate, subject to conversion on the Conversion Date (herein defined) to a Fixed Rate, as described herein.  The “Floating Rate” is an interest rate determined and adjusted weekly as described below.  A “Fixed Rate” is an interest rate for the Fixed Rate Period determined as described below.  All computations of interest at a Floating Rate shall be based on the actual number of days elapsed and a year of 365 or 366 days, as appropriate; and all computations of interest at the Fixed Rate shall be based on a 360-day year of twelve 30-day months.

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The Floating Rate.  A Roaring Rate shall be determined for each Weekly Period as described below.  No later than 9:30 a.m., New York City time, on each Wednesday or, if such Wednesday is not a Business Day, on the next succeeding Business Day (the “Determination Date”), First Union Securities, Inc., Charlotte, North Carolina, or its successor as remarketing agent for the Bonds under the Indenture (the “Remarketing Agent”), shall determine the Floating Rate for the next Weekly Period as the minimum interest rate necessary, in its sole judgment, to sell the Bonds on the Determination Date (as herein defined) at a price equal to the principal amount thereof) exclusive of any accrued interest.  The Floating Rate shall be determined by the Remarketing Agent weekly and shall be effective on each Thursday for the Weekly Period (as herein defined) beginning on such day, all as more fully set forth in the Indenture.  The determination of the Floating Rate shall be conclusive and binding upon the Owners of the Bonds, the Authority, the Trustee, the Remarketing Agent, the Company and the Bank (as those terms and phrases are defined herein) and no Owner of Bonds shall be given notice thereof) unless such Owner shall file with the Trustee a written request to receive notice of the Floating Rate so determined from time to time.  Anything herein to the contrary notwithstanding, the Floating Rate shall in no event exceed fifteen percent (15%) per annum.  As used herein, “Weekly Period” means the seven-day period commencing on Thursday and ending on and including Wednesday of the following calendar week, except that (i) the first Weekly Period shall commence on the Series Issue Date set forth above and end on and include the following Wednesday, and (ii) the last Weekly Period preceding a conversion of the interest rate on the Bonds from the Floating Rate to a Fixed Rate shall end on and include the last day prior to the Conversion Date (as defined below).

If for any reason the interest rate on the Bonds for any Weekly Period is not determined by the Remarketing Agent in accordance with the foregoing provisions or a court holds that the Floating Rate established in accordance with the foregoing provisions is invalid or unenforceable, the Floating Rate for the Bonds shall be (a) for the first Weekly Period in which the Floating Rate is not so determined by the Remarketing Agent or is so held invalid or unenforceable, a rate per annum equal to the Floating Rate that was applicable to the Bonds on the immediately preceding Determination Date and (b) for each Determination Date thereafter, a rate per annum equal to 85% of the interest rate per annum applicable to 30-day commercial paper having a rating of A-2/P-2, as reported in The Wall Street Journal on each Determination Date.

Conversion to Fixed Rate.  The Indenture provides that the Company shall have the option to direct that the interest rate on the Bonds be converted from the Floating Rate to the Fixed Rate on any Business Day selected for such purpose (the “Conversion Date”), upon satisfaction of certain terms and conditions set forth in the Indenture.  Notice of the exercise of such option shall be given, at the direction of the Company, by the Trustee to the Owners of the Bonds at least twenty (20) days but not more than thirty (30) days prior to the Conversion Date in accordance with the requirements of the Indenture.  If the Remarketing Agent has not presented to the Company firm commitments for the purchase o£ and/or a firm agreement to underwrite the sale o£ all of the Bonds on the Conversion Date by the close of business on the fifth (5th) Business Day prior to the proposed Conversion Date, the Company, at its option, may rescind its election to exercise the Conversion Option by delivering a written notice of rescission to the Trustee, the Tender Agent (as herein defined) and the Bank by the close of business of the Trustee on the fourth (4th) Business Day prior to the proposed Conversion Date.  Thereupon, the Company shall direct the Trustee to immediately notify the Owners of such rescission, and the Bonds shall continue to bear interest at the Floating Rate (at the rate in effect for the then current Weekly Period and, thereafter, at the Floating Rate established for

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each subsequent Weekly Period in accordance with the Indenture), until the Company shall elect to exercise the Conversion Option and establish a Conversion Date in accordance with the Indenture.

The Fixed Rate.  The “Fixed Rate” shall be the fixed annual interest rate on the Bonds, for the period beginning on the Conversion Date and running through the final maturity date of the Bonds, established by the Remarketing Agent as the rate that is necessary to enable the Remarketing Agent to receive commitments on or prior to the fifth (5th) Business Day preceding the Conversion Date to purchase the Bonds on the Conversion Date at a price of par, without discount or premium.

OPTIONAL AND MANDATORY TENDER FOR PURCHASE

Upon the terms and conditions set forth herein and in the Indenture, the Bonds shall be subject to optional and mandatory tender for purchase, at a purchase price equal to the principal amount thereof plus accrued interest (the “Purchase Price”), at the Delivery Office (hereinafter defined) of Allfirst Bank, as tender agent for the Bonds, or any successor in such capacity (the “Tender Agent”), as follows:

Demand Purchase Option.  While the Bonds bear interest at the Floating Rate, any Bond (or any portion of such Bond in an authorized denomination) shall be purchased on demand of the Owner thereof on any Business Day designated by such Owner in a Demand Purchase Notice (herein defined), at a price equal to 100% of the outstanding principal amount of such Bond, plus accrued and unpaid interest on such Bond to the date of purchase (the “Purchase Price”), provided that (a) the Owner of such Bond delivers to the Tender Agent, at the address set forth below, a written notice or demand (a “Demand Purchase Notice”) stating (i) the principal amount (or portion thereof) and number of the Bond to be purchased; and (ii) the date on which such Bond (or portion thereof) shall be purchased (the ‘Purchase Date”), which shall be a Business Day prior to the Conversion Date, but not earlier than the seventh (7th) day following the date of delivery of the Demand Purchase Notice to the Tender Agent; and (b) the Owner delivers such Bond, duly endorsed for transfer or accompanied by a bond power endorsed in blank, to the Tender Agent at its Delivery Office not later than 10:00 am, New York City time, on the Purchase Date.  If, however, any Bond as to which the Owner has delivered a Demand Purchase Notice is remarketed to such Owner pursuant to the Remarketing Agreement (as defined in the Indenture), such Owner need not deliver such Bond to the Tender Agent as provided in (b) above and such Bond shall nonetheless be deemed to have been delivered to the Tender Agent, remarketed to the Owner and redelivered to such Owner for purposes of the Indenture.

All Demand Purchase Notices, Bonds tendered for purchase and other instruments required to be delivered to the Tender Agent in connection with a tender of Bonds for purchase shall be delivered to Allfirst Bank, Corporate Trust Services, 213 Market Street, Harrisburg, Pennsylvania 17101, or, if applicable, to the designated office of any successor Tender Agent (the “Delivery Office”).

A Demand Purchase Notice shall be effective upon receipt, irrevocable, and binding on the Owner making such election and on any transferee of the subject Bond.  Each Demand Purchase Notice shall automatically constitute an irrevocable offer to sell the Bond (or portion thereof) to which such notice relates on the specified Purchase Date at a price equal to the purchase price of such Bond (or portion thereof) described above, (ii) an irrevocable authorization and instruction to the Trustee to effect transfer of such Bond (or portion thereof) upon payment of such purchase price to the

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Trustee on the Purchase Date, (iii) with respect to a tender of a portion of a Bond, an irrevocable authorization and instruction to the Trustee to effect the exchange of such Bond, in part, for other Bonds in an aggregate principal amount equal to the retained portion, so as to facilitate the sale of the tendered portion of such Bond, and (iv) an acknowledgment that such Owner will have no further rights with respect to such Bond (or portion thereof) upon payment, of the purchase price thereof to the Trustee on the Purchase Date, except for the right of such Owner to receive such purchase price upon surrender of such Bond, if held in certificated form, to the Trustee endorsed for transfer in blank and with guarantee of signature satisfactory to the Trustee and that after the Purchase Date such Owner will hold such Bond as agent for the Trustee.  If the Bond that is the subject of a Demand Purchase Notice is not then held in book-entry form and the Owner of such Bond fails to deliver such Bond to the Tender Agent at or before 10:00 am, New York City time, on the specified Purchase Date, then such undelivered Bond or portion thereof (the ‘Undelivered Bond”) shall be deemed to have been tendered for purchase to the Tender Agent and, to the extent that there shall be held by the Trustee or the Tender Agent on or before the applicable Purchase Date an amount sufficient to pay the Purchase Price thereof and available for such purpose pursuant to the Indenture, such Undelivered Bond shall on such Purchase Date cease to bear interest and no longer shall be considered to be Outstanding under the Indenture.  Money held by the Tender Agent or the Trustee for the purchase of such Undelivered Bond shall be held in a special separate trust account for the Owner of such Undelivered Bond and shall be held uninvested, and without liability for interest, pending delivery of such Undelivered Bonds to the Tender Agent.

Mandatory Purchase.  The Bonds are subject to mandatory tender for purchase to the Tender Agent on (a) the Conversion Date and (b) on the date of delivery of a Substitute Letter of Credit (as defined in the Indenture) to the Trustee (the “Substitution Date”), in each case at a purchase price equal to the principal amount thereof plus accrued interest.  Any of the Bonds not delivered to the Tender Agent at or before 10:00 a.m., New York City time, on the Conversion Date or the Substitution Date, as the case may be (‘Undelivered Bonds”), for which there has been irrevocably deposited in trust with the Trustee or the Tender Agent an amount of money sufficient to pay the purchase price, shall be deemed to have been purchased at such purchase price and interest on such Undelivered Bonds shall cease to accrue as of such Conversion Date or Substitution Date, as the case may be.  Thereafter, the Owners of such Undelivered Bonds shall not be entitled to any payment other than payment of the purchase price for such Undelivered Bonds upon surrender thereof to the Tender Agent and such Undelivered Bonds shall no longer be outstanding and entitled to the benefits of the Indenture.

BY ACCEPTANCE OF THIS BOND, THE HOLDER HEREOF AGREES THAT THIS BOND WILL BE PURCHASED, WHETHER OR NOT SURRENDERED, ON ANY PURCHASE DATE SPECIFIED BY THE HOLDER HEREOF IN THE EXERCISE OF THE DEMAND PURCHASE OPTION DESCRIBED ABOVE AND ON THE CONVERSION DATE OR SUBSTITUTION DATE, AS APPLICABLE, IN CONNECTION WITH ANY MANDATORY TENDER FOR PURCHASE.  IN SUCH EVENT, THE HOLDER OF THIS BOND SHALL NOT BE ENTITLED TO RECEIVE FURTHER INTEREST HEREON, SHALL HAVE NO FURTHER RIGHTS UNDER THIS BOND OR THE INDENTURE EXCEPT FOR PAYMENT OF THE PURCHASE PRICE HELD THEREFOR, AND, IF THIS BOND IS NOT SURRENDERED ON SUCH DATE, SHALL THEREAFTER HOLD THIS BOND AS AGENT FOR THE TENDER AGENT.

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REDEMPTION PROVISIONS

Extraordinary Redemption.  The Bonds are callable for redemption in the event (1) the Project Facilities (as defined in the Indenture) or any portion thereof is damaged or destroyed or taken in a condemnation proceeding or a deed of all or any part thereof is given in lieu of condemnation, as provided in Section 6.04 of the Loan Agreement, or (2) the Company shall exercise its option to cause the Bonds to be redeemed for any reason as provided in Section 9.02 of the Loan Agreement.  If called for redemption at any time pursuant to (1) or (2) above, the Bonds shall be subject to redemption by the Authority on any Interest Payment Date, in whole or in part, at a redemption price of one hundred percent (100%) of the principal amount thereof plus accrued interest to the redemption date.

Mandatory Redemption.  The Bonds are subject to mandatory redemption prior to maturity as follows:

(a)   five (5) Business Days prior to the Letter of Credit Termination Date (as herein defined), at a redemption price equal to one hundred percent (100%) of the principal amount thereof plus accrued interest to the redemption date, if the Trustee shall not have received on or before the thirtieth (30th) Business Day prior to the Letter of Credit Termination Date, a Substitute Letter of Credit which will be effective on or before the Letter of Credit Termination Date;

(b)   on any Interest Payment Date, in whole or in part, at a redemption price equal to one hundred percent (100%) of the principal amount thereof being redeemed plus accrued interest to the redemption date, if any proceeds of the sale of the Bonds remain on deposit in the Project Fund established under the Indenture upon completion of the Project, under the conditions specified in the Indenture;

(c)   in whole, on the earliest practicable date selected by the Trustee, after consultation with the Company, following the occurrence of a Determination of Taxability, as defined in the Indenture, but in no event later than one hundred eighty (180) days following the occurrence of such Determination of Taxability, at a redemption price equal to one hundred percent (100%) of the principal amount thereof plus accrued interest to the redemption date.

Optional Redemption.  On or prior to the Conversion Date, the Bonds are subject to redemption by the Authority, at the option of the Company, at any time, subject to the notice provisions described below, in whole or in part, at the redemption price of 100% of the principal amount thereof being redeemed plus accrued interest to the redemption date.

Notice of Redemption: General Redemption Provisions.  If any of the Bonds or portions thereof are called for redemption, notice of the call for redemption, identifying the Bonds or portions thereof to be redeemed, the date fixed for redemption and the redemption price (including the premium, if any), shall be given by the Trustee depositing a copy of the redemption notice in first-class mail at least thirty (30) days, but not more than sixty (60) days prior to the date fixed for redemption to the Owner of each Bond to be redeemed in whole or in part at the address of such Owner as shown on the registration books maintained by the Trustee.  Any notice mailed as provided above shall be conclusively presumed to have been duly given, whether or not the Owner receives the notice.  No further interest shall accrue on the principal of any Bond called for redemption (or the applicable portion of a Bond called for redemption in part) after the redemption date if Available Money (as

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defined in the Indenture) sufficient for such redemption has been deposited with the Trustee.  Notwithstanding the foregoing, the notice requirements contained in the first sentence of this paragraph may be deemed satisfied with respect to a transferee of a Bond which has been purchased pursuant to the Demand Purchase Option under certain circumstances provided in Section 4.06 of the Indenture, after such Bond has previously been called for redemption, notwithstanding the failure to satisfy the notice requirements of the first sentence of this paragraph with respect to such transferee.

If less than all the Bonds are to redeemed on any particular date, the particular Bonds or portions thereof to be redeemed on such date shall be selected by the Trustee at random or in such other manner as the Trustee in its discretion shall deem fair and appropriate, subject, however, to the provisions of the Indenture with respect to Pledged Bonds (as that phrase is defined in the Indenture).

GENERAL PROVISIONS

As used herein, the phrase “Business Day” shall mean any day other than (i) a Saturday or Sunday, or (ii) a legal holiday on which banking institutions in the State of New York, the Commonwealth of Pennsylvania, the State of North Carolina, the City of New York or the city in which the corporate trust office of the Trustee and the Tender Agent having responsibility for the administration of the Indenture or the principal office of the Bank are authorized or required by law to close, or (iii) a day on which the New York Stock Exchange is closed; the phrase “Interest Payment Date” shall mean, prior to the Conversion Date, the first Business Day of every calendar month, commencing April 3, 2000, and from and after the Conversion Date, each February 1 and August I, commencing on the first February 1 or August 1 following the Conversion Date; the phrase “Conversion Option” means the option granted to the Company under the Indenture to convert the interest rate on the Bonds from the Floating Rate to the Fixed Rate as of the Optional Conversion Date and the phrase “Conversion Date” means the Business Day on which the interest rate on the Bonds is converted from the Floating Rate to the Fixed Rate, as determined in connection with the Company’s exercise of the Conversion Option.  Any other capitalized terms or phrases used in this Bond but not defined herein shall have the meanings ascribed thereto by the Indenture.

Prior to the Conversion Date, the Bonds are issuable as fully registered bonds, without coupons, in denominations of $100,000 principal amount or any integral multiple of $5,000 in excess thereof and may not be issued, exchanged or transferred except in such denominations.  From and after the Conversion Date, the Bonds are issuable as fully registered bonds, without coupons, in the denominations of $5,000 principal amount or any integral multiple thereof.

The Authority, the Tender Agent and the Trustee may deem and treat the person in whose name ownership of this Bond is registered on the records maintained by the Trustee for such purpose as the absolute owner hereof (whether or not this Bond shall be overdue) for all purposes, and neither the Authority, the Tender Agent nor the Trustee shall be bound by any notice or knowledge to the contrary.  A transfer of ownership of this Bond shall be registered on the records maintained by the Trustee upon presentation of this Bond by the registered owner hereof in person or by his attorney duly authorized in writing, at the Designated Office of the Trustee, but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture.  Upon such transfer of ownership, a new Bond or Bonds will be issued in the name of the transferee in exchange for this Bond.

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Notwithstanding anything to the contrary contained heron or in the Indenture, the Loan Agreement or in any other instrument or document executed by or on behalf of the Authority in connection herewith, no stipulation, covenant, agreement or obligation contained herein or therein shall be deemed or construed to be a stipulation, covenant, agreement or obligation of any present or future member, commissioner, director, trustee, officer, employee or agent of the Authority, or of any successor to the Authority, in any such person’s individual capacity, and no such person, in his individual capacity, shall be liable personally for any breach or nonobservance of or for any failure to perform, fulfill or comply with any such stipulations, covenants, agreements or the principal of or premium, if any, or interest on any of the Bonds or for any claim based thereon or on any such stipulation, covenant, agreement or obligation, against any such person, in his individual capacity, either directly or through the Authority or any successor to the Authority, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such person, in his individual capacity, is hereby expressly waived and released.

The Owner of this Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any default under the Indenture, or to institute, appear in or defend any suit or other proceedings with respect thereto, unless certain circumstances described in the Indenture shall have occurred.  In certain events, on the conditions, in the manner and with the effect set forth in the Indenture, the principal of all the Bonds issued under the Indenture and then Outstanding may become or may be declared due and payable before the stated maturity thereof together with interest accrued thereon.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modifications of the rights and obligations of the Authority and the rights of the Owners of the Bonds at any time by the Authority with the consent of the Bank and the Owners of all Bonds at the time Outstanding.  Any such consent or any waiver by the Bank and the Owners of all Bonds at the time Outstanding shall be conclusive and binding upon the Owner of this Bonds and upon all future Owners of this Bond or of any Bond issued in replacement for this Bond upon transfer of ownership or exchange, whether or not notation of such consent or waiver is made upon this Bond or such replacement Bond.  The Indenture also contains provisions which, subject to certain conditions, permit or require the Trustee to waive certain past defaults under the Indenture and their consequences.

It is hereby certified, recited and declared that all acts, conditions and things required to exist, happen and be performed precedent to and in connection with the execution and delivery of the Indenture and the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by law; and that the issuance of this Bond and the issue of which it forms a part, together with all other obligations of the Authority, does not exceed or violate any constitutional or statutory limitation.

This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Indenture until the certificate of authentication hereon shall have been signed by the Trustee or the Tender Agent, as authenticating agent.

IN WITNESS WHEREOF, BRADFORD COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY has caused this Bond to be signed in its name and on its behalf by the manual or facsimile signature of its Chairman or Vice Chairman and its corporate seal to be

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affixed, imprinted or reproduced hereon and attested by the manual or facsimile signature of its Secretary or Assistant Secretary, all as of the Series Issue Date.

ATTEST:	BRADFORD COUNTY INDUSTRIAL
	DEVELOPMENT AUTHORITY
	By:.
(Assistant) Secretary		(Vice) Chairman
(SEAL)

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[FORM OF CERTIFICATE OF AUTHENTICATION]

CERTIFICATE OF AUTHENTICATION

This Bond is one of the Bonds of the issue described in the within-mentioned Trust Indenture.  The Text of the Opinion attached to this Bond is a true and correct copy of the text of an original Opinion issued by Rhoads & Sinon LLP, dated and delivered on the date of original delivery o£ and payment for, such Bonds, that is on file at our corporate trust office in Harrisburg, Pennsylvania, where the same may be inspected.

ALLFIRST BANK,
as Trustee and Tender Agent
By:
	Authorized Signature

Date of Authentication:

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[FORM OF ASSIGNMENT)

FOR VALUE RECEIVED,                                                   the undersigned, hereby sells, assigns and transfers unto                                                   (Tax Identification or Social Security No.                         ) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints                                                 attorney to transfer the within Bond on the books kept for registration thereof with full power of substitution in the premises.

Dated:

	NOTICE: The signatures to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever. Signature Guaranteed:
NOTICE: Signature must be guaranteed by an approved eligible guarantor institution, an institution which is a participant in a signature guarantee program recognized by the Securities Transfer Association

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EXHIBIT B [FIXED RATE FORM OF BOND]

UNITED STATES OF AMERICA

No.  FR- COMMONWEALTH OF PENNSYLVANIA $                 

BRADFORD COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY

VARIABLE RATE DEMAND/FIXED

RATE REVENUE BOND

(STATE AGGREGATES INC. PROJECT)

SERIES OF 2000

SERIES OF 2000

DATE OF ISSUANCE	MATURITY DATE	INTEREST RATE	CUSIP
FEBRUARY     , 2000

BRADFORD COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY (the “Authority”), an industrial and commercial development authority organized and existing under the Economic Development Financing Law (the “Act”), of the Commonwealth of Pennsylvania (the “Commonwealth”), for value received, promises to pay to the order of                 , or registered assigns, on the Maturity Date stated above, upon surrender hereof; but only from the sources referred to herein, the principal sum of DOLLARS ($          ), unless this Variable Rate Demand/Fixed Rate Revenue Bond (State Aggregates Inc., Project), Series of 2000 (the “Bond”), duly shall have been called for earlier redemption and payment of the redemption price shall have been made or provided for, and to pay initially on             , and thereafter semiannually, on February 1 and August 1 of each year (each an “Interest Payment Date”), but only from the sources referred to herein, interest on said principal sum at the Interest Rate per annum stated above, until the principal sum hereof is paid or provision for payment thereof has been made as provided in the Indenture.  Interest on this Bond is payable from the Interest Payment Date next preceding the date of registration and authentication of this Bond, unless: (a) this Bond is registered and authenticated as of an Interest Payment Date, in which event this Bond shall bear interest from such Interest Payment Date; or (b) this Bond is registered and authenticated after a Record Date (hereinafter denned) and before the next succeeding Interest Payment Date, in which event this Bond shall bear interest from such Interest Payment Date; or (c) this Bond is registered and authenticated on or prior to the Record Date (hereinafter denned) next preceding the first Interest Payment Date following the Conversion Date (as defined in the Indenture), in which event this Bond shall bear interest from such Conversion Date; or (d) as shown by the records of the Trustee (hereinafter defined), interest on this Bond shall be in default, in which event this Bond shall bear interest from the date to which interest was last paid on this Bond.

The principal of this Bond, when due upon maturity or upon any earlier call for redemption, shall be payable at the Designated Office (hereinafter defined) of Allfirst Bank (together with its successors in the trust, the “Trustee”), as trustee under the Indenture (hereinafter

1

defined), or at the duly designated office of any successor trustee under such Indenture.  As used herein, the phrase “Designated Office” shall mean the corporate trust office of the Trustee in Harrisburg, Pennsylvania, or any other office or offices of the Trustee designated by the Trustee may, from time to time, designated as the place at which Bonds may be presented for payment, registration of a transfer of ownership or exchange.  Payment of interest due on this Bond shall be made on each Interest Payment Date to the person in whose name ownership of this Bond is registered as of the close of business of the Trustee on the fifteenth (15th) calendar day, whether or not a Business Day (as heron defined), preceding the applicable Interest Payment Date (the “Record Date”), by check mailed to the address of such registered owner as such address appears on the registration books for the Bonds maintained by the Trustee; provided, however, that interest shall be paid by wire transfer to an account of such registered owner in the United States, if such registered owner is the Bank (hereinafter defined) or Depository Trust Company or its nominee or a successor securities depository or if such registered owner is the owner of Bonds (hereinafter defined) in an aggregate principal amount of $1,000,000 or more and shall have made a written request for wire payment of interest to the Trustee at least fifteen (15) calendar days prior to the Interest Payment Date.  Any interest that is not timely paid or duly provided for shall cease to be payable to the person in whose name this Bond is registered as of the regular Record Date for the payment of such interest, and shall be payable to the person in whose name this Bond is registered at the close of business of the Trustee on a Special Record Date for the payment of such overdue interest (the “Special Record Date”) established by notice mailed by the Trustee on behalf of the Authority to the registered owner of this Bond not less than fifteen (15) days preceding such Special Record Date and not less than twenty (20) days, but not more than thirty (30) days, prior to the date established by the Trustee for the payment of such overdue interest (the “Special Interest Payment Date”).  Such notice shall be mailed to the person in whose name this Bond is registered at the close of business of the Trustee on the fifth (5th) day preceding the date of mailing.

The principal o£ premium, if any, and interest on this Bond shall be payable in lawful money of the United States of America and only from certain receipts, revenues and money of the Authority available for such purposes, all as provided and more My set forth in a Trust Indenture, dated as of February 1, 2000 (the “Indenture”), duly executed and delivered by the Authority to the Trustee, as trustee.  This Bond is one of the series of $4,500,000 aggregate principal amount of revenue bonds of the Authority, known as “Variable Rate Demand/Fixed Rate Revenue Bonds (State Aggregates Inc., Project), Series of 2000 (the “Bonds”), all issued under, and equally and ratably secured by, the Indenture, and by an assignment of all right, title and interest of the Authority in the Loan Agreement (hereinafter defined) and any sums (except certain amounts in respect of administrative expenses and indemnification of the Authority) payable thereunder by Stabler Companies Inc. (the “Company”), a corporation organized and existing under laws of the Commonwealth with its principal office in Harrisburg, Pennsylvania.  The Company and the Authority have entered into a Loan Agreement, dated as of February 1, 2000 (the “Loan Agreement”), under which the Authority has agreed to lend the proceeds of the Bonds to the Company for the installation of a new 300 ton per hour aggregate stone based paving and related materials manufacturing plant; and the payment of related costs and expenses, inducting a portion of the costs of issuance of the Bonds (collectively, the “Project”) and, in consideration thereof the Company has agreed, inter alia, to make payments to the Authority in amounts and at times sufficient to meet all obligations of the Authority with respect to the Bonds.

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The Company has caused an irrevocable direct pay letter of credit issued by                       and dated as of such Conversion Date to be delivered to the Trustee, pursuant to which the Trustee is authorized, subject to the terms and conditions thereof to draw up to (a) an amount equal to the principal amount of the Bonds, to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration, plus (b) an amount equal to 46 days’ accrued interest on the Bonds (based on a year of 360 days comprised of twelve 30-day months).  Such irrevocable letter of credit and any substitute letter of credit delivered to the Trustee in accordance with the terms of the Indenture is herein called the “Letter of Credit.” As used herein, the term “Bank” shall mean                 , in its capacity as issuer of such irrevocable letter of credit, or the bank or other institution issuing any such substitute letter of credit (the “Substitute Letter of Credit”) The Letter of Credit expires on                 , unless earlier terminated pursuant to its terms or extended.  As used herein, the phrase “Letter of Credit Termination Date” means the later of (i) that date upon which the Letter of Credit expires or terminates pursuant to its terms, or (ii) that date to which the expiration or termination of the Letter of Credit may be extended, from time to time, either by extension or renewal of the existing Letter of Credit or the issuance of a Substitute Letter of Credit.  Subject to the provisions of the Indenture, the Company may, but is not required to, cause the Letter of Credit to be extended or replaced with a Substitute Letter of Credit prior to the Letter of Credit Termination Date.  The Bank is under no obligation to extend or replace the Letter of Credit.  Unless the Letter of Credit is extended or replaced prior to the Letter of Credit Termination Date in accordance with the terms of the Indenture, the Bonds will become subject to mandatory redemption, as described below.  The Letter of Credit is being issued pursuant to a Reimbursement Agreement (as the same may be amended or replaced, the “Reimbursement Agreement”) between the Company and the Bank, under which the Company is obligated to reimburse the Bank for all drawings under the Letter of Credit.

Reference is made to the Indenture, an executed counterpart of which is on file at the corporate trust office of the Trustee in Harrisburg, Pennsylvania, for, inter alia, a statement of the particular receipts, revenues and money of the Authority pledged for payment of the principal o£ premium, if any, and interest on the Bonds, the nature, extent and manner of enforcement of the security for the Bonds, the rights of holders of the Bonds and of the Trustee with respect to such security, and the terms and conditions upon which the Bonds are issued.

THE BONDS ARE SPECIAL, LIMITED OBLIGATIONS OF THE AUTHORITY PAYABLE SOLELY AND EXCLUSIVELY FROM THE PAYMENTS REQUIRED TO BE MADE BY THE COMPANY UNDER THE LOAN AGREEMENT AND FROM DRAWS ON THE LETTER OF CREDIT.  NO RECOURSE SHALL BE HAD FOR THE PAYMENT OF THE PRINCIPAL OF THIS BOND OR ANY INTEREST, PURCHASE PRICE OR REDEMPTION PRICE PAYABLE WITH RESPECT TO THIS BOND, OR ANY CLAIM BASED ON THIS BOND, THE INDENTURE OR THE LOAN AGREEMENT, AGAINST THE AUTHORITY OR ANY SUCCESSOR TO THE AUTHORITY, OR AGAINST ANY PRESENT, PAST OR FUTURE OFFICER, MEMBER, EMPLOYEE OR AGENT OF THE AUTHORITY OR ANY SUCCESSOR TO THE AUTHORITY, UNDER ANY CONSTITUTIONAL PROVISION, STATUTE OR RULE OF LAW, BY THE

ENFORCEMENT OF ANY ASSESSMENT, BY ANY LEGAL OR EQUITABLE PROCEEDING, OR BY ANY OTHER MEANS, AND ALL SUCH LIABILITY OF THE AUTHORITY, ALL SUCH SUCCESSORS TO THE AUTHORITY AND ALL SUCH

3

OFFICERS, MEMBERS, EMPLOYEES OR AGENTS IS RELEASED AS A CONDITION OF, AND IN CONSIDERATION FOR, THE ISSUANCE OF THIS BOND.  FURTHERMORE, IN CONSIDERATION OF THE ISSUANCE OF THIS BOND, THE HOLDER HEREOF COVENANTS NOT TO SUE THE AUTHORITY, ANY SUCCESSOR TO THE AUTHORITY OR ANY PAST, PRESENT OR FUTURE MEMBER, OFFICER, EMPLOYEE OR AGENT OF THE AUTHORITY OR ANY SUCH SUCCESSOR, EXCEPT AS EXPRESSLY PERMITTED IN THE INDENTURE AND THE LOAN AGREEMENT.  THE BONDS AND THE INTEREST THEREON ARE NOT, AND SHALL NOT BE, A DEBT OR LIABILITY OF THE COMMONWEALTH OF PENNSYLVANIA OR ANY POLITICAL SUBDIVISION THEREOF AND DO NOT AND SHALL NOT CREATE OR CONSTITUTE AN INDEBTEDNESS, LIABILITY OR OBLIGATION, LEGAL, MORAL OR OTHERWISE, OF THE COMMONWEALTH OF PENNSYLVANIA OR ANY POLITICAL SUBDIVISION THEREOF, AND THE AUTHORITY SHALL NOT INCUR ANY INDEBTEDNESS ON BEHALF OF OR IN ANY WAY OBLIGATE THE COMMONWEALTH OF PENNSYLVANIA OR ANY POLITICAL SUBDIVISION THEREOF.  NEITHER THE MEMBERS OF THE AUTHORITY NOR ANY PERSON EXECUTING THE BONDS SHALL BE LIABLE PERSONALLY ON THE BONDS BY REASON OF THE ISSUANCE THEREOF.  THE AUTHORITY IS A CONDUIT AUTHORITY AND HAS NO TAXING POWER.

THE AUTHORITY HAS NOT PARTICIPATED IN THE PREPARATION OF THE PLACEMENT MEMORANDUM PREPARED IN CONNECTION WITH THE SALE AND ISSUANCE OF THE BONDS AND NEITHER HAS NOR ASSUMES ANY RESPONSIBILITY AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION CONTAINED IN THE PLACEMENT MEMORANDUM, EXCEPT FOR INFORMATION UNDER THE SECTION ENTITLED “THE AUTHORITY.” THE AUTHORITY HAS LIKEWISE NOT PARTICIPATED IN THE OFFER, SALE OR DISTRIBUTION OF THE BONDS.

INTEREST ON BONDS

In General, This Bond shall bear interest at the fixed rate per annum set forth above.  All computations of interest on this Bond shall be based on a 360-day year of twelve 30-day months.

MANDATORY TENDER FOR PURCHASE

The Bonds are subject to mandatory tender for purchase to the Tender Agent on the date of delivery of a Substitute Letter of Credit (as defined in the Indenture) to the Trustee (the “Substitution Date”), at a purchase price equal to the principal amount thereof plus accrued interest Any of the Bonds not delivered to the Tender Agent at or before 10:00 a.m., New York City time, on the Substitution Date (“Undelivered Bonds”), for which there has been irrevocably deposited in trust with the Trustee or the Tender Agent an amount of money sufficient to pay the purchase price, shall be deemed to have been purchased at such purchase price and interest on such Undelivered Bonds shall cease to accrue as of such Substitution Date.  Thereafter, the Owners of such Undelivered Bonds shall not be entitled to any payment other than payment of the purchase price for such Undelivered Bonds upon surrender thereof to the Tender Agent and such Undelivered Bonds shall no longer be outstanding and entitled to the benefits of the Indenture.

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BY ACCEPTANCE OF THIS BOND, THE HOLDER HEREOF AGREES THAT THIS BOND WILL BE PURCHASED, WHETHER OR NOT SURRENDERED, ON THE SUBSTITUTION DATE IN CONNECTION WITH ANY MANDATORY TENDER FOR PURCHASE.  IN SUCH EVENT, THE HOLDER OF THIS BOND SHALL NOT BE ENTITLED TO RECEIVE FURTHER INTEREST HEREON, SHALL HAVE NO FURTHER RIGHTS UNDER THIS BOND OR THE INDENTURE EXCEPT FOR PAYMENT OF THE PURCHASE PRICE HELD THEREFOR, AND, IF THIS BOND IS NOT SURRENDERED ON SUCH DATE, SHALL THEREAFTER HOLD THIS BOND AS AGENT FOR THE TENDER AGENT.

REDEMPTION PROVISIONS

Extraordinary Redemption.  The Bonds are callable for redemption in the event (1) the Project Facilities (as that phrase is defined in the Indenture) or any portion thereof is damaged or destroyed or taken in a condemnation proceeding or a deed of all of any part thereof is given in lieu of condemnation, as provided in Section 6.04 of the Loan Agreement, or (2) the Company shall exercise its option to cause the Bonds to be redeemed for any reason as provided in Section 9.02 of the Loan Agreement.  If called for redemption at any time pursuant to (1) or (2) above, the Bonds shall be subject to redemption by the Authority on any Interest Payment Date, in whole or in part, at a redemption price of one hundred percent (100%) of the principal amount thereof plus accrued interest to the redemption date.

Mandatory Redemption.  The Bonds are subject to mandatory redemption prior to maturity as follows:

(a)           five (5) days prior to the Letter of Credit Termination Date (as herein defined), in whole, at a redemption price equal to one hundred percent (100%) of the principal amount thereof plus accrued interest to the redemption date, if the Trustee shall not have received on or before the thirtieth (30th) Business Day prior to the Letter of Credit Termination Date, a Substitute Letter of Credit which will be effective on or before the Letter of Credit Termination Date;

(b)           on any Interest Payment Date, in whole or in part, at a redemption price equal to one hundred percent (100%) of the principal amount thereof being redeemed plus accrued interest to the redemption date, if any proceeds of the sale of the Bonds remain on deposit in the Project Fund established under the Indenture upon completion of the Project, under the conditions specified in the Indenture;

(c)           in whole, on the earliest practicable date selected by the Trustee, after consultation with the Company, following the occurrence of a Determination of Taxability, as defined in the Indenture, but in no event later than one hundred eighty (180) days following the occurrence of such Determination of Taxability, at a redemption price equal to one hundred percent (100%) of the principal amount thereof plus accrued interest to the redemption date.

[INSERT THE FOLLOWING MANDATORY REDEMPTION LANGUAGE, IF APPLICABLE:]

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Mandatory Sinking Fund Redemption.  The Bonds are subject to mandatory sinking fund redemption on the Interest Payment Date occurring in the month of August in each of the years   to      , in the principal amounts set forth in the Indenture, at a redemption price equal to 100% of the principal amount redeemed, plus accrued interest to the date of redemption.

Optional Redemption.  The Bonds are subject to redemption by the Authority, at the option of the Company, in whole on       or on any date thereafter or in part, from time to time, on       or on any Interest Payment Date thereafter, in each case at a redemption price of 100% of the principal amount being redeemed plus accrued interest to the redemption date.  No such optional redemption shall occur unless there shall be available in the Bond Fund established under the Indenture sufficient Available Money (as defined in the Indenture) to pay all amounts due with respect to such redemption.

[INSERT THE FOLLOWING PARAGRAPH, IF APPLICABLE:]

Pursuant to the Reimbursement Agreement, the Company has agreed to direct that Bonds be called for optional redemption on certain dates and in certain amounts.  The Bank and the Company may agree to modify the terms o£ or discontinue, such agreement to direct the optional redemption of Bonds, without notice to, or consent o£ Bondholders.

Notice of Redemption; General Redemption Provisions If any of the Bonds or portions thereof are called for redemption, notice of the call for redemption, identifying the Bonds or portions thereof to be redeemed, the date fixed for redemption and the redemption price (including the premium, if any), shall be given by the Trustee depositing a copy of the redemption notice in first-class mail at least thirty (30) days, but not more than sixty (60) days prior to the date fixed for redemption to the Owner of each Bond to be redeemed in whole or in part at the address of such Owner as shown on the registration books maintained by the Trustee.  Any notice mailed as provided above shall be conclusively presumed to have been duly given, whether or not the Owner receives the notice.  No further interest shall accrue on the principal of any Bond called for redemption (or the applicable portion of a Bond called for redemption in part) after the redemption date if Available Money (as defined in the Indenture) sufficient for such redemption has been deposited with the Trustee.

If less than all the Bonds are to redeemed on any particular date, the particular Bonds or portions thereof to be redeemed on such date shall be selected by the Trustee at random or in such other manner as the Trustee in its discretion shall deem fair and appropriate, subject, however, to the provisions of the Indenture with respect to Pledged Bonds (as that phrase is defined in the Indenture).

GENERAL PROVISIONS

“Business Day” shall mean any day other than (i) a Saturday or Sunday, or (ii) a legal holiday on which banking institutions in the State of New York, the Commonwealth of Pennsylvania, the State of North Carolina, the City of New York or the city in which the corporate trust office of the Trustee and the Tender Agent having responsibility for the administration of the Indenture or the principal office of the Bank are authorized or required by law to close, or (iii)

6

a day on which the New York Stock Exchange is closed.  Any other capitalized terms or phrases used in this Bond but not defined herein shall have the meanings ascribed thereto by the Indenture.

The Bonds are issuable as fully registered bonds, without coupons, in the denominations of $5,000 principal amount or any integral multiple thereof.

The Authority, the Tender Agent and the Trustee may deem and treat the person in whose name ownership of this Bond is registered on the records maintained by the Trustee for such purpose as the absolute owner hereof (whether or not this Bond shall be overdue) for all purposes, and neither the Authority, the Tender Agent nor the Trustee shall be bound by any notice or knowledge to the contrary.  A transfer of ownership of this Bond shall be registered on the records maintained by the Trustee upon presentation of this Bond by the registered owner hereof in person or by his attorney duly authorized in writing, at the Designated Office of the Trustee, but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture.  Upon such transfer of ownership, a new Bond or Bonds will be issued in the name of the transferee in exchange for this Bond.

Notwithstanding anything to the contrary contained herein or in the Indenture, the Loan Agreement or in any other instrument or document executed by or on behalf of the Authority in connection herewith, no stipulation, covenant, agreement or obligation contained herein or therein shall be deemed or construed to be a stipulation, covenant, agreement or obligation of any present or future member, commissioner, director, trustee, officer, employee or agent of the Authority, or of any successor to the Authority, in any such person’s individual capacity, and no such person, in his individual capacity, shall be liable personally for any breach or nonobservance of or for any failure to perform, fulfill or comply with any such stipulations, covenants, agreements or the principal of or premium, if any, or interest on any of the Bonds or for any claim based thereon or on any such stipulation, covenant, agreement or obligation, against any such person, in his individual capacity, either directly or through the Authority or any successor to the Authority, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such person, in his individual capacity, is hereby expressly waived and released.

The Owner of this Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any default under the Indenture, or to institute, appear in or defend any suit or other proceedings with respect thereto, unless certain circumstances described in the Indenture shall have occurred.  In certain events, on the conditions, in the manner and with the effect set forth in the Indenture, the principal of all the Bonds issued under the Indenture and then Outstanding may become or may be declared due and payable before the stated maturity thereof together with interest accrued thereon.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modifications of the rights and obligations of the Authority and the rights of the Owners of the Bonds at any time by the Authority with the consent of the Bank and the Owners of all Bonds at the time Outstanding.  Any such consent or any waiver by the Bank and the Owners of all

Bonds at the time Outstanding shall be conclusive and binding upon the Owner of this Bonds and upon all future Owners of this Bond or of any Bond issued in replacement for this

7

Bond upon transfer of ownership or exchange, whether or not notation of such consent or waiver is made upon this Bond or such replacement Bond.  The Indenture also contains provisions which, subject to certain conditions, permit or require the Trustee to wave certain past defaults under the Indenture and their consequences.

It is hereby certified, recited and declared that all acts, conditions and things required to exist, happen and be performed precedent to and in connection with the execution and delivery of the Indenture and the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by law; and that the issuance of this Bond and the issue of which it forms a part, together with all other obligations of the Authority, does not exceed or violate any constitutional or statutory limitation.

This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Indenture until the certificate of authentication hereon shall have been signed by the Trustee or the Tender Agent, as authenticating agent.

IN WITNESS WHEREOF, BRADFORD COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY has caused this Bond to be signed in its name and on its behalf by the manual or facsimile signature of its Chairman or Vice Chairman and its corporate seal to be affixed, imprinted or reproduced hereon and attested by the manual or facsimile signature of its Secretary or Assistant Secretary all as of the Series Issue Date.

ATTEST:	BRADFORD COUNTY INDUSTRIAL
	DEVELOPMENT AUTHORITY
	By:
(Assistant) Secretary		(Vice) Chairman
(SEAL)

8

[FORM OF CERTIFICATE OF AUTHENTICATION]

CERTIFICATE OF AUTHENTICATION

This Bond is one of the Bonds of the issue described in the within-mentioned Trust Indenture.  The Text of the Opinion attached to this Bond is a true and correct copy of the text of an original Opinion issued by                                         , dated and delivered on the date of original delivery of, and payment for, such Bonds, that is on file at our corporate trust office in Harrisburg, Pennsylvania, where the same may be inspected.

	ALLFIRST BANK,
	as Trustee and Tender Agent
	By:
		Authorized Signature
Date of Authentication:

9

[FORM OF ASSIGNMENT]

FOR VALUE RECEIVED,                                                            the undersigned, hereby sells, assigns and transfers unto                                                            (Tax Identification or Social Security No.                               ) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints                                                            attorney to transfer the within Bond on the books kept for registration thereof; with full power of substitution in the premises.

Dated:

	NOTICE: The signatures to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever.  Signature Guaranteed:
NOTICE: Signature must be guaranteed by an approved eligible guarantor institution, an institution which is a participant in a signature guarantee program recognized by the Securities Transfer Association

10

EXHIBIT C

Requisition Form

PROJECT FUND REQUISITION

TO:

ALLFIRST BANK
Corporate Trust Services
213 Market Street
Harrisburg, PA 17101

The undersigned hereby requisitions funds from the Project Fund established pursuant to Section 6.06 of the Trust Indenture, dated as of February 1, 2000 (the “Indenture”), between Bradford County Industrial Development Authority (the “Authority”) and Allfirst Bank, as trustee, for payment of the amount(s) set forth below to the identified payee(s) and for the purpose(s) shown:

Amount(s)	Name(s) and Addresses of Payee(s)	Purpose(s)
$

The undersigned hereby certifies that (a) each of the above obligation(s) for which funds are requisitioned has been incurred by Stabler Companies Inc. (the “Company”) and is due and payable to the named Payee(s) in connection with the Project, as that term is defined in the Indenture, (b) each such obligation is a proper charge against the Project Fund and a Qualified Project Cost, as that phrase is defined in the Indenture, (c) no such obligation has been the basis of a prior requisition for which payment was made or is pending, (d) no written notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable under this Requisition has been received, (e) the payment of this Requisition will not violate the prohibitions or requirements relating to the use of proceeds set forth in the Loan Agreement, (f) no Event of Default, as defined in the Indenture or the Loan Agreement, and no event which after notice or lapse of time or both would constitute such an Event of Default has occurred, that has not been waived or cured.

NOTE: THIS REQUISITION IS NOT COMPLETE AND IS NOT TO BE PAID UNTIL THE APPROVAL OF FIRST UNION NATIONAL BANK (OR ITS SUCCESSOR, AS ISSUER OF THE LETTER OF CREDIT REFERRED TO IN THE INDENTURE) HAS BEEN RECEIVED.

	STABLER COMPANIES INC.
Date:
	By:	(SEAL)
		Name;
		Title:

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APPROVAL OF FIRST UNION NATIONAL BANK

FIRST UNION NATIONAL BANK, issuer of the Letter of Credit, hereby approves Project Fund Requisition No.                of Stabler Companies Inc. submitted for payment in accordance with the provisions of the Trust Indenture, dated as of February 1, 2000, between Bradford County Industrial Development Authority and Allfirst Bank, as trustee, relating to said Authority’s Variable Rate Demand/Fixed Rate Revenue Bonds (State Aggregates Inc. Project), Series of 2000.

Dated:  , 2000	FIRST UNION NATIONAL BANK
	By:
		Name;
		Title:

2

BOOK-ENTRY ONLY VARIABLE-RATE DEMAND OBLIGATION (VRDO)

Letter of Representations

[To be Completed by Issuer, Remarketing Agent, Tender Agent, Paying Agent, and Trustee]

BRADFORD COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY

(Name of Issuer)

FIRST UNION SECURITIES, INC.

[Name of Remarketing Agent]

ALLFIRST BANK

[Name of Tender Agent]

ALLFIRST BANK

[Name of Paying Agent]

ALLFIRST BANK

[Name of Trustee]

February 9 , 2000 (Dace)       

Attention: Underwriting Department The Depository Trust Company 55 Water Street; 50th Floor New York, NY 10041-0099

- $4.500.000 Variable Rate Demand/Fixed Rate Revenue Bonds
(State Aggregates Inc.  Project) Series of 2000

104256AAO

(CUSIP)

Ladies and Gentlemen:

This letter sets forth our understanding with respect to certain matters relating to the above-referenced issue (the “Securities”).  The Securities will be issued pursuant to a trust

1

indenture, bond resolution, or other such document authorizing the issuance of the Securities First Union dated                                 2000 (the “Document”).

To induce DTC to accept the Securities as eligible for deposit at DTC, and to act in accordance with its Rules with respect to the Securities, Issuer, Remarketing Agent Tender Agent.  Paying Agent, and Trustee make the following representations to DTC:

1.             Prior to dosing on the Securities on February 18, 2000 there shall be deposited with DTC one Security certificate registered in the name of DTCs nominee, Cede 6c Co., for each stated maturity of the Securities, the total of which represents 100% of the principal amount of such Securities.  If, however, the aggregate principal amount of any maturity exceeds $150 million, one certificate will be issued with respect to each S150 million of principal amount and an additional certificate will be issued with respect to any remaining principal amount.  Each Security certificate shall bear the following legend:

Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to Issuer or its agent for registration of transfer, exchange, or payment and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede or Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

2.             In the event of any solicitation of consents from or voting by holders of the Securities, Trustee or Issuer shall establish a record date for such purposes (with no provision for revocation of consents or votes by subsequent holders) and shall, to the extent possible, send notice of such record date to DTC not less than 15 calendar days in advance of such record date.  If delivered by hand or sent by mail or overnight delivery, such notice shall be sent to: Supervisor, Proxy Reorganization Department The Depository Trust Company 7 Hanover Square; 23rd Floor New York.  NY 10004-2695.

If sent by telecopy, such notice shall be sent to (212) 709-6896 or (212) 709-6897.  Trustee or Issuer shall confirm DTCs receipt of such telecopy by telephoning (212) 709-6870.

3.             In the event of a redemption or any other similar transaction resulting in the retirement of all Securities outstanding or a reduction in the aggregate principal amount of Securities outstanding (“full or partial redemption”).  Trustee or Issuer shall send DTC a notice of such event not less than 30 days nor more than 60 days prior to the redemption date or, in the case of an advance refunding of all or part of the Securities outstanding, the date that proceeds are deposited in escrow.

In the event of a partial redemption of the outstanding Securities, Trustee or Issuer shall send a notice to DTC specifying: (a) the amount of the redemption; (b) the date such notice is to be mailed to beneficial owners or published (the “Publication Date”); and (c) whether any concurrent optional tender privilege is available.  Such notice shall be sent to DTC by a secure means («.g., legible telecopy, registered or certified mail, overnight delivery) in a timely manner

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designed to assure mat such notice is in DTCs possession no later than the dose of business two business days before the Publication Date.  Trustee or Issuer shall forward such notice either in a separate secure transmission for each CUSIP number or in a secure transmission for multiple CUSIP numbers (if applicable), which shall include a manifest or list of each CUSIP number submitted in that transmission.  The Publication Date shall be not less than 30 days nor more than 60 days prior to the redemption date.

Notices to DTC pursuant to Paragraph 3. if sent by mail or overnight delivery, shall be sent to:

Supervisor; Call Notification Department
The Depository Trust Company
711 Stewart Avenue
Garden City; NY 11530-4719

If sent by telecopy, such notices shall be sent to (516) 227-4164 or (516) 227-4190.  If Trustee or Issuer does not receive a telecopy receipt from DTC confirming that the notice has been received it should telephone (516) 227-4070.

In the event that certain Securities are not subject to a partial redemption, DTC will exclude such Securities from its redemption procedures if such exclusion is requested as follows.  Such request shall be in writing and shall contain: (a) certification by Trustee or Issuer that the principal amount of such Securities is not subject to the partial redemption and certification by a custodian/DTC Participant that the Participants position on DTCs records includes such Securities; and (b) certification by Trustee or Issuer that the election to exclude such Securities bum the partial redemption is authorized under the Document.  Such request shall be sent to DTC s Call Notification Department in the manner indicated above to assure that such request is in DTCs possession no later than the close of business two business days before the Publication Date of the partial redemption notice.

4.  For so long as the Securities have an adjustable rate of interest, Remarketing Agent shall deliver to DTC by hand or by telecopy, before the dose of business on the final rate determination date preceding each interest payment date*, a written notice containing the following information-

(a)           “Today’s” date (the final rate determination date);

(b)           Security CUSIP number;

(c)           Security description;

(d)           Interest record date;

(e)           Interest payment date;

(f)            Amount of the interest payment expressed in whole and fractional dollars per $1,000 of Security fee amount;

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(g)           Whether interest accrues record date to record date or payment date to payment date, and

(h)           The name, telephone number, and address of Remarketing Agent person responsible for determining (f) and (g) above.

The name, telephone number, telecopy number (if available), and address of Remarketing Agent person initially responsible for determining (f) and (g) above at the time of issuance of the Securities will be

Mr. William Bingham, Vice President

First Union Securities, Inc.

301 South College Street DC 8

Charlotte, NC 28288-0600

The final rate determination date for each interest payment shaft, occur not less than two business days prior to the interest payment date.

If delivered by hand, such notice shall be sent to:

Manager; VRDO Announcements
Dividend Department
The Depository Trust Company
7 Hanover Square; 22nd Floor
New York, NT 10004-2695

If sent by telecopy such notice shall be sent to (212) 709-1723 or (212) 70&-16S6.  Remarketing Agent shall confirm DTCs receipt of such telecopy by telephoning (212) 709-1178.

If the interest payment date is a moving calendar day (such as the first Wednesday or fifth business day of each month), or if optional tenders of Securities are made daily following same-day notice, Remarketing Agent shall send a copy of such notice to a service bureau designated by DTC, by hand or by telecopy, before the close of business on the final rate determination date preceding each interest payment date.  Such notice initially shall be sent to:

Attention: Ms.  Jennifer Haynes Municipal Market Data 155 Federal Street; 4th Floor Boston, MA 02110-1715

If sent by telecopy, such notice shall be sent to (617) 426-8068.  Remarketing Agent shall confirm Municipal Market Data’s receipt of such telecopy by telephoning (617) 542-2277.

In order to enable DTC to confirm independently the interest payment information provided by Remarketing Agent Trustee shall deliver to DTC by noon ET on the business day next following the final rate determination date a written notice containing the following information:

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(a)           “Today’s” date (the business day next following the final rate determination date);

(b)           Security CUSP number,

(c)           Security description;

(d)           Interest record date;

(e)           Interest payment date;

(f)            Amount of the interest payment expressed in whole and fractional dollars per $1,000 of Security face amount; and

(g)           The name, telephone number, telecopy number (if available), and address of Trustee person responsible for determining (f) above.

The name, telephone number; telecopy number (if available), and address of Trustee person initially responsible for determining (f) above at the time issuance of the Securities will be

Mr.  Daryl S. Peck, Assistant Vice President
Allfirst Bank
213 Market Street, P.O.  Box 2961
Harrisburg, PA 17101
Phone: (717) 255-2380 FAX: (717) 231-2615

Such notice shall be sent to Manager, VRDO Announcements, Dividend Department, as indicated above.

If the interest payment date is a moving calendar day (such as the first Wednesday- or fifth business day of each month), or if optional tenders of Securities axe made daily following same-day notice, Trustee shall send a copy of such notice to a service bureau designated by DTC, by hand or by telecom; by noon ET on the business day next following the final rate determination date.  Such notice initially shall be sent to Municipal Market Data in the manner indicated earlier in this Paragraph.

5.  Transactions in the Securities shall be eligible for same-day (Federal) funds settlement in DTCs Same-Day Funds Settlement (“SDFS”) system.  For so long as the Securities are Eligible Securities in the SDFS system (“SDFS Securities”):

A.            Interest payments shall be received by Cede & Co., as nominee of DTC, or its registered assigns in same-day funds on each payment date (or the equivalent in accordance with existing arrangements between Paying Agent and DTC).  Such payments shall be made payable to the order of Cede & Co.  Absent any other existing arrangements, such payments shall be addressed as follows:

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Manager; Cash Receipts Dividend Department
The Depository Trust Company
7 Hanover Square; 24th Floor
New York, NY 10004-2695

B.            Principal payments shall be received by Cede & Co., as nominee of DTC, or its registered assigns is same-day funds on each payment date in the manner set forth in the SDFS Paying Agent Operating Procedures (a copy of which has previously been furnished to Paying Agent).  Such payments shall be sent to DTC in time to be credited to DTCs account at the Federal Reserve Bank of New York (TRBNTT) no later than 10:00 am (Faying Agent’s local time) on the payment date or as soon as possible thereafter following Paying Agents receipt of funds from Issuer.  It is understood that unless

DTC receives such payments in its FRBNY account by 2:00 p.m.. (Eastern Time), it may be unable to distribute such payments that same day.

The name, telephone number; telecopy number (if available), and address of Paying Agent person initially responsible for arranging such payments to DTC will be:

Mr. Daryl S. Peck, Assistant Vice President
Allfirst Bank
213 Market Street, P.O.  Box 2961
Harrisburg, PA 17101
Phone: (717) 255-2380 Fax: (717) 231-2615

6.  In the event that transactions in the Securities become eligible for next-day (Clearinghouse) funds settlement in DTCs Next-Day Funds Settlement (“NDFS”) system, and for so long as the Securities are Eligible Securities m the NDFS system (“NDFS Securities”):

A.            Interest payments shall be received by Cede or Co., as nominee of DTC, or its registered assigns, in next-day funds on each payment date (or the equivalent in accordance with existing arrangements between Paying Agent and DTC).  Such payments shall be made payable to the order of Cede & Co.  Absent any other easting arrangements, such payments shall be addressed as follows:

Manager; Cash Receipts Dividend Department
The Depository Trust Company
7 Hanover Square; 24th Floor
New York, NY 10004-2695

B.            Principal payments shall be received by Cede & Co., as nominee of DTC, or its registered assigns, in next-day funds on each payment date (or the equivalent in accordance with existing arrangements between Paying Agent and DTC).  Such payments shall be made payable to the order of Cede 6r Co., and shall be addressed as follows:

Collection Supervisor; Redemptions Reorganization Department
The Depository Trust Company

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7 Hanover Square; 23rd Floor
New York, NY 10004-2695.

7.             It is understood that for so long as optional tenders of the Securities may be made daily following same-day or seven-day notice, such tenders will be effected by means of DTC’s Deliver Order Procedures.  DTC shall have no responsibility to distribute notices regarding such optional tenders, or to ascertain whether any such tender has been made.  Except as otherwise provided herein, and in accordance with DTC’s procedures for exercise of voting and consenting rights, the parties hereto acknowledge that so long as Cede & Co. is the sole record owner of the Securities it shall be entitled to all voting rights applicable to the Securities and to receive the full amount of all distributions payable with respect to the Securities.  The parties acknowledge that DTC shall treat any DTC Participant (“Participant”) having Securities credited to its DTC accounts as entitled to the full benefits of ownership of such Securities even if the credits of Securities to the DTC accounts of such Participant result from failures to deliver Securities or improper deliveries of Securities by an owner of Securities subject to tender for purchase.  Without limiting the generality of the preceding sentence, the parties acknowledge mat DTC shall treat any Participant having Securities credited to its DTC accounts as entitled to receive distributions and voting rights, if any, with respect to the Securities and to receive certificates evidencing Securities if such certificates are to be issued in accordance with Paragraphs 12 or 13 hereof. (The treatment by DTC of the effects of the crediting by it of Securities to the account of Participants described in the preceding two sentences shall not affect the rights of the parties hereto against any Participant.)

8.             It is understood that for so long as optional tenders of the Securities may be made less frequently than daily following same-day or seven-day notice (e.g., during a monthly, quarterly, semi-annual, or annual tender period) and Cede & Co., as nominee of DTC, or its registered assigns, as the record owner of Securities, is entitled to tender the Securities, such tenders will be effected by means of DTCs Repayment Option Procedures.  Under the Repayment Option Procedures, DTC will receive during the applicable tender period instructions from its Participants to tender Securities for purchase.  The undersigned agree that such tenders for purchase may be made by DTC by means of a book-entry credit of such Securities to the account of Tender Agent provided that such credit is made on or before the final day of the applicable tender period.  DTC agrees that, promptly after the recording of any such book-entry credit, it will provide to Tender Agent an Agent Put Daily Activity Report in accordance with the Repayment Option Procedures, identifying the Securities and the aggregate principal amount thereof as to which such tenders for purchase have been made.

Trustee or Issuer shall send a notice to DTC regarding such optional tenders of Securities by hand or by a secure means (e.g., legible telecopy; registered or certified mail overnight delivery) in a timely manner designed to assure that such notice is in DTC s possession no later than the close of business two business days before the Publication Date.  The Publication Date shall be not less than 15 days prior to the start of the applicable tender period.  Such notice shall state whether any partial redemption of the Securities is scheduled to occur during the applicable optional tender period.

If delivered by hand or sent by mail or overnight delivery, such notice shall be sent to:

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Supervisor: Put Bond Unit Reorganization Department
The Depository Trust Company
7 Hanover Square; 23rd Floor
New York, NY 10004-2695.

If sent by telecopy, such notice shall be sent to (212) 709-1093 or (212) 709-1094.  Trustee or Issuer shall confirm DTCs receipt of such telecopy by telephoning (212) 709-1470.

For so long as the Securities are SDFS Securities, principal payments (plus accrued interest, if any) as the result of optional tenders for purchase effected by means of DTCs Repayment Option Procedures shall be received by DTC on each purchase date in same-day funds in the manner set forth in the SDFS Paying Agent Operating Procedures.  Such payments shall be sent in time to be credited to DTCs account at the FRBNY no later than 10:00 a.m. (Paying Agents local time) on the purchase date or as soon as possible thereafter following Paying Agent’s receipt of funds from Issuer.  It is understood that (a) until DTC receives such payments in its FRBNY account, the optionally tendered Securities will remain m Tender Agents DTC account; and (b) unless DTC receives such payments in its FRBNY account by 2:00 p-m. (Eastern Tune), it may be unable to distribute such payments to DTC Participants nor release the Securities to the Remarketing Agent dot same day.

The name, telephone number, telecopy number (if available), and address of Tender Agent person initially responsible for arranging such payments to DTC will be

Mr.  Daryl S. Peck, Assistant Vice President
Allfirst Bank         
Market Street, P.O.  Box 2961            
Harrisburg, PA 17101
Phone: (717) 255-2380 FAX: (717) 231-2615

For so long as the Securities are NDFS Securities, principal payments (plus accrued interest if any) as the result of optional tenders for purchase effected by means of DTCs Repayment Option Procedures shall be received by Cede & Co., as nominee of DTC, or its registered assigns, on each purchase date in next-day funds or the equivalent in accordance with existing arrangements between Tender Agent and DTC.  Such payments of Cede & Co. and shall be addressed to Supervisor.  Put Bond Unit, Reorganization Department, as indicated above.

9.             In the event of a change or proposed change in the interest rate mode of the Securities from one variable-rate mode to any other variable-rate mode, or to a fixed-rate mode.  Trustee or Issuer shall send a notice to DTC of such event specifying, as applicable: (a) the name and number of the DTC Participant account to which mandatory tendered Securities are to be delivered by DTC on the purchase date after DTC receives payment for such Securities; and (b) the first interest payment date under the new mode.  Such notice shall be sent to DTC by a secure means (e.g., legible telecopy, registered or certified mail, overnight delivery) in a timely manner designed to assure that such notice is in DTCs possession no later than the dose of business two business days before the Publication Date.  The Publication Date shall be not less that 15 days prior to the expiration date of the period provided for security owner elections to

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retain Securities as discussed in paragraph 10.  If delivered by hand or sent by mail or overnight delivery, such notice shall be sent to both:

Manager; VRDO Eligibility Section		Supervisor; Put Bond Unit
Underwriting Department		Reorganization Department
The Depository Trust Company	- and -	The Depository Trust Company
55 Water Street; 50th Floor		7 Hanover Square; 23rd Floor
New York, NY 10041-0099		New York, NY 10004-2695

If sent by telecopy; such notice shall be sent to both;

DTCs Underwriting Department	DTCs Reorganization Department
at (212) 898-3726 or (212) 344-1531 and	at (212) 709-1093 or (212) 709-1094

Trustee or Issuer shall confirm DTCs receipt of such telecopy by telephoning the Underwriting Department at (212) 898-3731 and the Reorganization Department at (212) 709-1470.

All other notices regarding the interest rate on the Securities (before and after any change in the interest rate mode) shall be delivered to Manager, VRDO Announcements, Dividend Department as indicated in Paragraph 4.

10.           In the event of expiration or substitution of a facility supporting the Securities (such as a letter of credit) or non-reinstatement of the amount available to pay interest on the Securities pursuant to such a facility, Trustee or Issuer shall send a notice to DTC of such event specifying, as applicable, the name and number of the DTC Participant account to which mandatorily tendered Securities axe to be delivered by DTC on the purchase date after DTC receives payment for such Securities.  Such notice shall be sent to DTC by a secure means (e.g., legible telecopy, registered or certified mail, overnight delivery) in a timely manner designed to assure that such notice is in DTCs possession no later than the close of business two business days before the Publication Date or, as applicable, immediately after Trustee receives notice that the Securities are subject to acceleration.  The Publication Date shall be not less than 15 days prior to the expiration date of the period provided for security owner elections to retain Securities as discussed in paragraph 10.  Such notice shall be sent to Supervisor, Put Bond Unit, Reorganization Department, as indicated in Paragraph 7.

11.           Where the Document provides that the Securities are subject to mandatory tender except with respect to security owner elections to retain Securities, it is understood that DTC will use its Repayment Option Procedures to process such elections.  Under the Repayment Option Procedures, DTC will receive instructions during the applicable election period from Participants to retain Securities.  DTC on behalf of such Participants, will notify Tender Agent of the aggregate principal amount of Securities that will not be tendered and will be retained If the mandatorily tendered Securities are to be replaced with two or more issues of Securities (the “Replacement Securities”), Tender Agent shall be responsible for allocating specific Replacement Securities by CUSIP number to the Participants that elected to retain Securities.

In cases in which prior to a mandatory tender, certain Securities are not subject to such mandatory tender; ii requested as follows DTC will exclude such Securities from its

9

mandatory tender procedures.  Such request shall be in writing and shall contain: (a) certification by Trustee or Issuer that the principal amount of such Securities is not subject to the mandatory tender and certification by a custodian/Participant that the Participant’s position on DTC s records includes such Securities; and (b) certification by Trustee or Issuer that the election to exclude such Securities from the mandatory tender is authorized under the Document Such request shall be sent to Supervisor, Put Bond Unit, Reorganization Department, in the manner indicated in Paragraph 7 to assure that such request is in DTCs possession no later than the close of business two business days before the Publication Date of the mandatory tender notice.

For so long as the Securities are SDFS Securities, principal payments (plus accrued interest if any) as the result of mandatory tenders for purchase (including mandatory tenders upon change in the interest rate mode of the Securities, or upon expiration, substitution, or non-reinstatement of a facility supporting the Securities) shall be received by DTC on the purchase date in same-day funds in the manner set forth m Paragraph 7.

For so long as the Securities are NDFS Securities, such principal payments shall be received by DTC on the purchase date in next-day funds in the manner set forth in Paragraph 7.

12.           In the event of a redemption, acceleration, or any other similar transaction (e.g., tenders made and accepted in response to Trustee’s or Issuer’s invitation to tender) necessitating a reduction in aggregate principal amount of Securities outstanding or an advance refunding of part of the Securities outstanding, DTC, in its discretion: (a) may request Trustee or Issuer to issue and authenticate a new Securities certificate; or (b) may make an appropriate notation on the Security certificate indicating the date and amounts of such reduction in principal except in the case of final maturity; in which case the certificate must be presented to Trustee prior to payment In the event of an advance refunding of part of the Securities outstanding, Trustee or Issuer shall obtain a CUSIP number from the CUSIP Service Bureau and issue and authenticate a new Security certificate for the refunded Securities.

13.           In the event that Issuer determines that beneficial owners of Securities shall be able to obtain certificated Securities, Trustee or Issuer shall notify DTC of the availability of Security certificates.  In such event, Issuer or Trustee shall issue, transfer, and exchange Security certificates in appropriate amounts, as required by DTC and others.

14.           DTC may discontinue providing its services as securities depository with respect to the Securities at any time by giving reasonable notice to Trustee or Issuer (at which time DTC will confirm with Trustee or Issuer the aggregate principal amount of Securities outstanding).  Under such circumstances, at DTCs request Trustee or Issuer shall cooperate fully with DTC by taking appropriate action to make available one or more separate certificates evidencing Securities to any Participant having Securities credited to its DTC accounts.

15.           Nothing herein shall be deemed to require Paying Agent to advance funds on behalf of Issuer.

16.           All notices and payment advices sent to DTC shall contain the CUSIP number of Securities.

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17.           DTC may direct Issuer, Remarketing Agent, Tender Agent Paying Agent or Trustee to use any other telephone number or address as the number or address to which notices or payments of interest or principal may be sent

18.           Issuer, Remarketing Agent, Tender Agent Paying Agent, or Trustee sending notices or requests to DTC shall have a method to verify subsequently the use of the means to deliver such notices and requests to DTC, and timeliness of receipt of them by DTC.

19.           Issuer (a) understands that DTC has no obligation to, and will not communicate to its Participants or to any person having an interest in the Securities any information contained in the Security certificate(s); and (b) acknowledges that neither Participants nor any person having an interest in the Securities shall be deemed to have notice of the provisions of the Security certificate(s) by virtue of submission of such certificate(s) to DTC.

Note:		Very truly yours,
Schedule A contains statements that DTC believes accurately describe DTC, the method of effecting book-entry transfers of securities distributed through DTC, and certain related matters.		BRADFORD COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY
		By:	/s/
FIRST UNION SECURITIES, INC.		ALLFIRST BANK
		Paying Agent, Tender Agent, Trustee
By:		By: :	/s/
By:		By:
Received and accepted:
THE DEPOSITORY TRUST COMPANY
By: :	/s/

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17.           DTC may direct Issuer, Remarketing Agent, Tender Agent Paying Agent or Trustee to use any other telephone number or address as the number or address to which notices or payments of interest or principal may be sent

18.           Issuer, Remarketing Agent, Tender Agent Paying Agent, or Trustee sending notices or requests to DTC shall have a method to verify subsequently the use of the means to deliver such notices and requests to DTC, and timeliness of receipt of them by DTC.

19.           Issuer (a) understands that DTC has no obligation to, and will not communicate to its Participants or to any person having an interest in the Securities any information contained in the Security certificate(s); and (b) acknowledges that neither Participants nor any person having an interest in the Securities shall be deemed to have notice of the provisions of the Security certificate(s) by virtue of submission of such certificate(s) to DTC.

Note:		Very truly yours,
Schedule A contains statements that DTC believes accurately describe DTC, the method of effecting book-entry transfers of securities distributed through DTC, and certain related matters.		BRADFORD COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY
		By:
FIRST UNION SECURITIES, INC.		ALLFIRST BANK
		Paying Agent, Tender Agent, Trustee
By:	/s/	By: :	/s/
By:		By:
Received and accepted:
THE DEPOSITORY TRUST COMPANY
By:	/s/

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SCHEDULE A

SAMPLE OFFERING DOCUMENT LANGUAGE DESCRIBING BOOK-ENTRY-ONLY ISSUANCE

(Prepared by DTC—bracketed material may be applicable only to certain issues)

1.  The Depository Trust Company (“DCT).  New York.  NY, will act as securities depository for the securities (the “Securities”).  The Securities will be issued as fully -registered securities registered in the name of Cede & Co. (DTC’s partnership nominee).  One fully-registered Security certificate will be issued to each issue of the Securities, (each) in the aggregate principal amount of such issue, and will be deposited with DTC. [If, however, the aggregate principal amount of [any] issue exceeds $150 million one certificate will be issued with respect to each $150 million of principal amount and an additional certificate will be issued with respect to any remaining principal amount of such issue.]

2- DTC is a limited-purpose trust company organized under the New York Banking Law, a banking organization within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934.  DTC holds securities that its participants {·Participants”) deposit with DTC.  DTC also facilitates the settlement among Participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in Participants’ accounts, thereby eliminating the need for physical movement of securities certificates.  Direct Participants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations.  DTC is owned by a number of its Direct Participants and by the New York Stock Exchange, Inc.. the American Stock Exchange, Inc., and the National Association of Securities Dealers, Inc.  Access to the DTC system is also available to others such as securities brokers and dealers, banks, and trust companies that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”).  The Rules applicable to DTC and its Participants are on file with the Securities and Exchange Commission.

3.             Purchases of Securities under the DTC system must be made by a through Direct Participants, which will receive a credit for the Securities on DTC’s records.  The ownership interest of each actual purchaser of each Security (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records.  Beneficial Owners will not receive written confirmation from DTC of their purchase, but Beneficial Owners are expected to receive written confirmations providing the date of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction.  Transfers of ownership interests in the Securities are to be accomplished by entries made on the books of Participants acting on behalf of Beneficial Owners.  Beneficial Owners will not receive certificates representing their ownership interests in Securities, except in the event that use of the book-entry system for the Securities is discontinued.

4.             To facilitate subsequent Transfers, at Securities deposited by Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co.  The deposit of Securities with DTC and their registration in the name of Cede & Co. effect no change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Securities; DTCs records reflect only the identity of the Direct Participants to whose accounts such Securities are credited, which may or may not be the Beneficial Owners.  The Participants win remain responsible for keeping account of their holdings on behalf of their customers,

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5.             Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

[6.  Redemption notices shall be sent to Cede & Co.  If less than all of the Securities within an issue are being redeemed, DTC’s practice is to determine by lot the amount the interest of each Direct Participant in such issue to be redeemed.]

7.  Neither DTC nor Cede & Co will consent or vote with respect to Securities.  Under its usual procedures, DTC mails an Omnibus Proxy to the Issuer as soon as possible after the record date.  The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the Securities are credited on the record date (identified in a listing attached to the Omnibus Proxy).

8.  Principal and interest payments on the Securities will be made to DTC.  DTC’s practice is to credit Direct Participants’ accounts on payable date in accordance with their respective takings shown on DTC’s records unless DTC has reason to believe that it will not receive payment on payable date.  Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC, the Agent, or the issuer, subject to any statutory a regulatory requirements as may be in effect from time to time.  Payment of principal and interest to DTC s the responsibility of the Issuer or the Agent, disbursement of such payments to Direct Participants shall be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct and indirect Participants.

[9.  A Beneficial Owner shall give notice to elect to have its Securities purchased or tendered, through its Participant, to the [Tender/Remarketing] Agent, and shall effect delivery of such Securities by causing the Direct Participant to transfer the Participant’s interest in the Securities, on DTC’s records, to the [Tender/Remarketing] Agent.  The requirement for physical delivery of Securities in connection with a demand for purchase or a mandatory purchase will be deemed satisfied when the ownership rights in the Securities are transferred by Direct Participants on DTC’s records.]

10.           DTC may discontinue providing its services as securities depository with respect to the Securities at any time by giving reasonable notice to the issuer or the Agent Under such circumstances, in the event that a successor securities depository is not obtained, Security certificates are required to be printed and delivered.

11.           The issuer may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository).  In that event, Security certificates will be printed and delivered.

12.           The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that the issuer believes to be reliable, but the issuer takes no responsibility for the accuracy thereof.

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[FLOATING RATE FORM OF BOND]

Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”) to the Authority or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

UNITED STATES OF AMERICA

No. VR-1 COMMONWEALTH OF PENNSYLVANIA $4,500,000

BRADFORD COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY

VARIABLE RATE DEMAND/FIXED RATE REVENUE BOND
(STATE AGGREGATES INC. PROJECT)
SERIES OF 2000

DATE OF ISSUANCE	MATURITY DATE	INTEREST RATE	CUSIP
FEBRUARY 18,2000	February 1,2015	Weekly Floating Rate	104256AAO

THIS BOND IS SUBJECT TO MANDATORY TENDER FOR PURCHASE AT THE TIME AND IN THE MANNER HEREINAFTER DESCRIBED, AND MUST BE SO TENDERED OR WILL BE DEEMED TO HAVE BEEN SO TENDERED UNDER CERTAIN CIRCUMSTANCES DESCRIBED HEREIN.

Bradford County Industrial Development Authority (the “Authority”), an industrial and commercial development authority organized and existing under the Economic Development Financing Law (the “Act”), of the Commonwealth of Pennsylvania (the “Commonwealth”), for value received, promises to pay to the order of CEDE & CO., or registered assigns, on the Maturity Date stated above, upon surrender hereof but only from the sources referred to herein, the principal sum of FOUR MILLION FIVE HUNDRED THOUSAND DOLLARS ($4,500,000), unless this Variable Rate Demand/Fixed Rate Revenue Bond (State Aggregates Inc. Project), Series of 2000 (the “Bond”), duly shall have been called for earlier redemption and payment of the redemption price shall have been made or provided for, and to pay, but only from the sources referred to herein, interest on said principal sum, at the rate or rates determined as provided in this Bond and in the Indenture (hereinafter defined), until the principal sum hereof is paid or provision for payment thereof has been made as provided in the Indenture.  Interest on this Bond is payable from the Interest Payment Date (herein defined) next preceding the date of registration and authentication of this Bond, unless: (a) this Bond is registered and authenticated as of an Interest Payment Date, in which event this Bond shall bear interest from such Interest Payment Date; or (b) this Bond is registered and authenticated after a Record Date (hereinafter defined) and before the next succeeding Interest Payment Date, in which event this Bond shall bear interest from such Interest Payment Date; or (c) this Bond is registered and authenticated on or prior to the Record Date (hereinafter defined) next preceding

the first Interest Payment Date, in which event this Bond shall bear interest from the Series Issue Date set forth above; or (d) as shown by the records of the Trustee (hereinafter defined), interest on this Bond shall be in default, in which event this Bond shall bear interest from the date to which interest was last paid on this Bond.

The principal of this Bond, when due upon maturity or upon any earlier call for redemption, shall be payable at the Designated Office (hereinafter defined) of Allfirst Bank (together with its successors in the trust, the “Trustee”), as trustee under the Indenture (hereinafter defined), or at the duly designated office of any successor trustee under such Indenture.  As used herein, the phrase “Designated Office” shall mean the corporate trust office of the Trustee in Harrisburg, Pennsylvania, or any other office or offices of the Trustee designated by the Trustee may, from time to time, designated as the place at which Bonds may be presented for payment, registration of a transfer of ownership or exchange.  Payment of interest due on this Bond shall be made on each Interest Payment Date to the person in whose name ownership of this Bond is registered as of the close of business of the Trustee on the Business Day (as herein defined), preceding the applicable Interest Payment Date (the “Record Date”), by check mailed to the address of such registered owner as shown on the bond register maintained by the Trustee; provided, however, that interest shall be paid by wire transfer to an account of such registered owner in the United States, if such registered owner is the Bank or Depository Trust Company or its nominee or a successor securities depository (hereinafter defined) or if such registered owner is the owner of Bonds (hereinafter defined) in an aggregate principal amount of $1,000,000 or more and shall have made a written request for wire payment of interest to the Trustee at least fifteen (15) calendar days prior to the Interest Payment Date.  Any interest that is not timely paid or duly provided for shall cease to be payable to the person in whose name this Bond is registered as of the regular Record Date for the payment of such interest, and shall be payable to the person in whose name this Bond is registered at the close of business of the Trustee on a special record date for the payment of such overdue interest (the “Special Record Date”) established by notice mailed by the Trustee on behalf of the Authority to the registered owner of this Bond not less than fifteen (15) days preceding such Special Record Date and not less than twenty (20) days, but not more than thirty (30) days, prior to the date established by the Trustee for the payment of such overdue interest (the “Special Interest Payment Date”).  Such notice shall be mailed to the person in whose name this Bond is registered at the close of business of the Trustee on the fifth (5th) day preceding the date of mailing.

The principal of premium, if any, and interest on this Bond shall be payable in lawful money of the United States of America and only from certain receipts, revenues and money of the Authority available for such purposes, all as provided and more fully set forth in a Trust Indenture, dated as of February 1, 2000 (the “Indenture”), duly executed and delivered by the Authority to the Trustee, as trustee.  This Bond is one of the series of $4,500,000 aggregate principal amount of revenue bonds of the Authority, known as “Variable Rate Demand/Fixed Rate Revenue Bonds (State Aggregates Inc., Project), Series of 2000 (the “Bonds”), all issued under the Indenture and equally and ratably secured by the Indenture and by an assignment thereunder of all right, title and interest of the Authority in the Loan Agreement (hereinafter defined) and any sums (except certain amounts in respect of administrative expenses and indemnification of the Authority) payable thereunder by Stabler Companies Inc. (the “Company”), a corporation organized and existing under laws of the Commonwealth with its

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principal office in Harrisburg, Pennsylvania.  The Company and the Authority have entered into a Loan Agreement, dated as of February 1, 2000 (the “Loan Agreement”), under which the Authority has agreed to lend the proceeds of the Bonds to the Company for the installation of a new 300 ton per hour aggregate stone based paving and related materials manufacturing plant; and the payment of related costs and expenses, including a portion of the costs of issuance of the Bonds (collectively, the “Project”) and, in consideration thereof, the Company has agreed, to make payments to the Authority in amounts and at times sufficient to meet all obligations of the Authority with respect to the Bonds.

The Company has caused an irrevocable direct pay letter of credit issued by First Union National Bank and dated the Series Issue Date set forth above to be delivered to the Trustee, pursuant to which the Trustee is authorized, subject to the terms and conditions thereof, to draw up to (a) an amount equal to the principal amount of the Bonds (i) to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to pay the portion of the Purchase Price (hereinafter defined) of Bonds tendered to the Tender Agent (hereinafter defined) corresponding to the principal amount of such Bonds, plus (b) an amount equal to 46 days’ accrued interest on the Outstanding Bonds at fifteen percent (15%) per annum (based on a year of 365 or 366 days, as appropriate, and the actual number of days elapsed).  Such irrevocable letter of credit and any substitute letter of credit delivered to the Trustee in accordance with the terms of the Indenture is herein called the “Letter of Credit.” As used herein, the term “Bank” shall mean First Union National Bank, in its capacity as issuer of such irrevocable letter of credit, or the bank or other institution issuing any such substitute letter of credit (the “Substitute Letter of Credit”).  The initial Letter of Credit expires February 17,2005, unless earlier terminated pursuant to its terms or extended.  As used herein, the phrase “Letter of Credit Termination Date” means the later of (i) that date upon which the Letter of Credit expires or terminates pursuant to its terms, or (ii) that date to which the expiration or termination of the Letter of Credit may be extended, from time to time, either by extension or renewal of the existing Letter of Credit or the issuance of a Substitute Letter of Credit.  Subject to the provisions of the Indenture, the Company may, but is not required to, cause the Letter of Credit to be extended or replaced with a Substitute Letter of Credit prior to the Letter of Credit Termination Date.  The Bank is under no obligation to extend or replace the Letter of Credit.  Unless the Letter of Credit is extended or replaced prior to the Letter of Credit Termination Date in accordance with the terms of the Indenture, the Bonds will become subject to mandatory redemption, as described below.  The Letter of Credit is being issued pursuant to a Reimbursement Agreement (as the same may be amended or replaced, the “Reimbursement Agreement”) between the Company and the Bank, under which the Company is obligated to reimburse the Bank for all drawings under the Letter of Credit.

Reference is made to the Indenture, an executed counterpart of which is on file at the corporate trust office of the Trustee located in Harrisburg, Pennsylvania, for a statement of the particular receipts, revenues and money of the Authority pledged for payment of the principal of premium, if any, and interest on the Bonds, the nature, extent and manner of enforcement of the security for the Bonds, the rights of holders of the Bonds and of the Trustee with respect to such security, and the terms and conditions upon which the Bonds are issued.

THE BONDS ARE SPECIAL, LIMITED OBLIGATIONS OF THE AUTHORITY PAYABLE SOLELY AND EXCLUSIVELY FROM THE PAYMENTS

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REQUIRED TO BE MADE BY THE COMPANY UNDER THE LOAN AGREEMENT AND FROM DRAWS ON THE LETTER OF CREDIT.  NO RECOURSE SHALL BE HAD FOR THE PAYMENT OF THE PRINCIPAL OF THIS BOND OR ANY INTEREST, PURCHASE PRICE OR REDEMPTION PRICE PAYABLE WITH RESPECT TO THIS BOND, OR ANY CLAIM BASED ON THIS BOND, THE INDENTURE OR THE LOAN AGREEMENT, AGAINST THE AUTHORITY OR ANY SUCCESSOR TO THE AUTHORITY, OR AGAINST ANY PRESENT, PAST OR FUTURE OFFICER, MEMBER, EMPLOYEE OR AGENT OF THE AUTHORITY OR ANY SUCCESSOR TO THE AUTHORITY, UNDER ANY CONSTITUTIONAL PROVISION, STATUTE OR RULE OF LAW, BY THE ENFORCEMENT OF ANY ASSESSMENT, BY ANY LEGAL OR EQUITABLE PROCEEDING, OR BY ANY OTHER MEANS, AND ALL SUCH LIABILITY OF THE AUTHORITY, ALL SUCH SUCCESSORS TO THE AUTHORITY AND ALL SUCH OFFICERS, MEMBERS, EMPLOYEES OR AGENTS IS RELEASED AS A CONDITION OF, AND IN CONSIDERATION FOR, THE ISSUANCE OF THIS BOND.  FURTHERMORE, IN CONSIDERATION OF THE ISSUANCE OF THIS BOND, THE HOLDER HEREOF COVENANTS NOT TO SUE THE AUTHORITY, ANY SUCCESSOR TO THE AUTHORITY OR ANY PAST, PRESENT OR FUTURE MEMBER, OFFICER, EMPLOYEE OR AGENT OF THE AUTHORITY OR ANY SUCH SUCCESSOR, EXCEPT AS EXPRESSLY PERMUTED IN THE INDENTURE AND THE LOAN AGREEMENT.  THE BONDS AND THE INTEREST THEREON ARE NOT, AND SHALL NOT BE, A DEBT OR LIABILITY OF THE COMMONWEALTH OF PENNSYLVANIA OR ANY POLITICAL SUBDIVISION THEREOF AND DO NOT AND SHALL NOT CREATE OR CONSTITUTE AN INDEBTEDNESS, LIABILITY OR OBLIGATION, LEGAL, MORAL OR OTHERWISE, OF THE COMMONWEALTH OF PENNSYLVANIA OR ANY POLITICAL SUBDIVISION THEREOF, AND THE AUTHORITY SHALL NOT INCUR ANY INDEBTEDNESS ON BEHALF OF OR IN ANY WAY OBLIGATE THE COMMONWEALTH OF PENNSYLVANIA OR ANY POLITICAL SUBDIVISION THEREOF.  NEITHER THE MEMBERS OF THE AUTHORITY NOR ANY PERSON EXECUTING THE BONDS SHALL BE LIABLE PERSONALLY ON THE BONDS BY REASON OF THE ISSUANCE THEREOF.  THE AUTHORITY IS A CONDUIT AUTHORITY AND HAS NO TAXING POWER.

THE AUTHORITY HAS NOT PARTICIPATED IN THE PREPARATION OF THE PLACEMENT MEMORANDUM PREPARED IN CONNECTION WITH THE SALE AND ISSUANCE OF THE BONDS AND NEITHER HAS NOR ASSUMES ANY RESPONSIBILITY AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION CONTAINED IN THE PLACEMENT MEMORANDUM, EXCEPT FOR INFORMATION UNDER THE SECTION ENTITLED “THE AUTHORITY.” THE AUTHORITY HAS LIKEWISE NOT PARTICIPATED IN THE OFFER, SALE OR DISTRIBUTION OF THE BONDS.

INTEREST ON BONDS

In General.  This Bond shall bear interest at a Floating Rate or a Fixed Rate, as specified above and described below.  All of the Bonds shall initially bear interest at a Floating Rate, subject to conversion on the Conversion Date (herein defined) to a Fixed Rate, as described

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herein.  The “Floating Rate” is an interest rate determined and adjusted weekly as described below.  A “Fixed Rate” is an interest rate for the Fixed Rate Period determined as described below.  All computations of interest at a Floating Rate shall be based on the actual number of days elapsed and a year of 365 or 366 days, as appropriate; and all computations of interest at the Fixed Rate shall be based on a 360-day year of twelve 30-day months.

The Floating Rate.  A Floating Rate shall be determined for each Weekly Period as described below.  No later than 9:30 am, New York City time, on each Wednesday or, if such Wednesday is not a Business Day, on the next succeeding Business Day (the “Determination Date”), First Union Securities, Inc., Charlotte, North Carolina, or its successor as remarketing agent for the Bonds under the Indenture (the “Remarketing Agent”), shall determine the Floating Rate for the next Weekly Period as the minimum interest rate necessary, in its sole judgment, to sell the Bonds on the Determination Date (as herein defined) at a price equal to the principal amount thereof, exclusive of any accrued interest.  The Floating Rate shall be determined by the Remarketing Agent weekly and shall be effective on each Thursday for the Weekly Period (as herein defined) beginning on such day, all as more fully set forth in the Indenture.  The determination of the Floating Rate shall be conclusive and binding upon the Owners of the Bonds, the Authority, the Trustee, the Remarketing Agent, the Company and the Bank (as those terms and phrases are defined herein) and no Owner of Bonds shall be given notice thereof, unless such Owner shall file with the Trustee a written request to receive notice of the Floating Rate so determined from time to time.  Anything herein to the contrary notwithstanding, the Floating Rate shall in no event exceed fifteen percent (15%) per annum.  As used herein, “Weekly Period” means the seven-day period commencing on Thursday and ending on and including Wednesday of the following calendar week, except that (i) the first Weekly Period shall commence on the Series Issue Date set forth above and end on and include the following Wednesday, and (ii) the last Weekly Period preceding a conversion of the interest rate on the Bonds from the Floating Rate to a Fixed Rate shall end on and include the last day prior to the Conversion Date (as defined below).

If for any reason the interest rate on the Bonds for any Weekly Period is not determined by the Remarketing Agent in accordance with the foregoing provisions or a court holds that the Floating Rate established in accordance with the foregoing provisions is invalid or unenforceable, the Floating Rate for the Bonds shall be (a) for the first Weekly Period in which the Floating Rate is not so determined by the Remarketing Agent or is so held invalid or unenforceable, a rate per annum equal to the Floating Rate that was applicable to the Bonds on the immediately preceding Determination Date and (b) for each Determination Date thereafter, a rate per annum equal to 85% of the interest rate per annum applicable to 30-day commercial paper having a rating of A-2/P-2, as reported in The Wall Street Journal on each Determination Date.

Conversion to Fixed Rate.  The Indenture provides that the Company shall have the option to direct that the interest rate on the Bonds be converted from the Floating Rate to the Fixed Rate on any Business Day selected for such purpose (the “Conversion Date”), upon satisfaction of certain terms and conditions set forth in the Indenture.  Notice of the exercise of such option shall be given, at the direction of the Company, by the Trustee to the Owners of the Bonds at least twenty (20) days but not more than thirty (30) days prior to the Conversion Date in accordance with the requirements of the Indenture.  If the Remarketing Agent has not

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presented to the Company firm commitments for the purchase of and/or a firm agreement to underwrite the sale of, all of the Bonds on the Conversion Date by the close of business on the fifth (5th) Business Day prior to the proposed Conversion Date, the Company, at its option, may rescind its election to exercise the Conversion Option by delivering a written notice of rescission to the Trustee, the Tender Agent (as herein defined) and the Bank by the close of business of the Trustee on the fourth (4th) Business Day prior to the proposed Conversion Date.  Thereupon, the Company shall direct the Trustee to immediately notify the Owners of such rescission, and the Bonds shall continue to bear interest at the Floating Rate (at the rate in effect for the then current Weekly Period and, thereafter, at the Floating Rate established for each subsequent Weekly Period in accordance with the Indenture), until the Company shall elect to exercise the Conversion Option and establish a Conversion Date in accordance with the Indenture.

The Fixed Rate.  The “Fixed Rate” shall be the fixed annual interest rate on the Bonds, for the period beginning on the Conversion Date and running through the final maturity date of the Bonds, established by the Remarketing Agent as the rate that is necessary to enable the Remarketing Agent to receive commitments on or prior to the fifth (5th) Business Day preceding the Conversion Date to purchase the Bonds on the Conversion Date at a price of par, without discount or premium.

OPTIONAL AND MANDATORY TENDER FOR PURCHASE

Upon the terms and conditions set forth herein and in the Indenture, the Bonds shall be subject to optional and mandatory tender for purchase, at a purchase price equal to the principal amount thereof plus accrued interest (the “Purchase Price”), at the Delivery Office (hereinafter defined) of Allfirst Bank, as tender agent for the Bonds, or any successor in such capacity (the “Tender Agent”), as follows:

Demand Purchase Option.  While the Bonds bear interest at the Floating Rate, any Bond (or any portion of such Bond in an authorized denomination) shall be purchased on demand of the Owner thereof on any Business Day designated by such Owner in a Demand Purchase Notice (herein defined), at a price equal to 100% of the outstanding principal amount of such Bond, plus accrued and unpaid interest on such Bond to the date of purchase (the “Purchase Price”), provided that (a) the Owner of such Bond delivers to the Tender Agent, at the address set forth below, a written notice or demand (a “Demand Purchase Notice”) stating (i) the principal amount (or portion thereof) and number of the Bond to be purchased; and (ii) the date on which such Bond (or portion thereof) shall be purchased (the “Purchase Date”), which shall be a Business Day prior to the Conversion Date, but not earlier than the seventh (7th) day following the date of delivery of the Demand Purchase Notice to the Tender Agent; and (b) the Owner delivers such Bond, duly endorsed for transfer or accompanied by a bond power endorsed in blank, to the Tender Agent at its Delivery Office not later than 10:00 a.m., New York City time, on the Purchase Date.  If however, any Bond as to which the Owner has delivered a Demand Purchase Notice is remarketed to such Owner pursuant to the Remarketing Agreement (as defined in the Indenture), such Owner need not deliver such Bond to the Tender Agent as provided in (b) above and such Bond shall nonetheless be deemed to have been delivered to the Tender Agent, remarketed to the Owner and redelivered to such Owner for purposes of the Indenture.

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All Demand Purchase Notices, Bonds tendered for purchase and other instruments required to be delivered to the Tender Agent in connection with a tender of Bonds for purchase shall be delivered to Allfirst Bank, Corporate Trust Services, 213 Market Street, Harrisburg, Pennsylvania 17101, or, if applicable, to the designated office of any successor Tender Agent (the “Delivery Office”).

A Demand Purchase Notice shall be effective upon receipt, irrevocable, and binding on the Owner making such election and on any transferee of the subject Bond.  Each Demand Purchase Notice shall automatically constitute (i) an irrevocable offer to sell the Bond (or portion thereof) to which such notice relates on the specified Purchase Date at a price equal to the purchase price of such Bond (or portion thereof) described above, (ii) an irrevocable authorization and instruction to the Trustee to effect transfer of such Bond (or portion thereof) upon payment of such purchase price to the Trustee on the Purchase Date, (iii) with respect to a tender of a portion of a Bond, an irrevocable authorization and instruction to the Trustee to effect the exchange of such Bond, in part, for other Bonds in an aggregate principal amount equal to the retained portion, so as to facilitate the sale of the tendered portion of such Bond, and (iv) an acknowledgment that such Owner will have no further rights with respect to such Bond (or portion thereof) upon payment of the purchase price thereof to the Trustee on the Purchase Date, except for the right of such Owner to receive such purchase price upon surrender of such Bond, if held in certificated form, to the Trustee endorsed for transfer in blank and with guarantee of signature satisfactory to the Trustee and that after the Purchase Date such Owner will hold such Bond as agent for the Trustee.  If the Bond that is the subject of a Demand Purchase Notice is not then held in book-entry form and the Owner of such Bond fails to deliver such Bond to the Tender Agent at or before 10:00 a.m., New York City time, on the specified Purchase Date, then such undelivered Bond or portion thereof (the “Undelivered Bond”) shall be deemed to have been tendered for purchase to the Tender Agent and, to the extent that there shall be held by the Trustee or the Tender Agent on or before the applicable Purchase Date an amount sufficient to pay the Purchase Price thereof and available for such purpose pursuant to the Indenture, such Undelivered Bond shall on such Purchase Date cease to bear interest and no longer shall be considered to be Outstanding under the Indenture.  Money held by the Tender Agent or the Trustee for the purchase of such Undelivered Bond shall be held in a special separate trust account for the Owner of such Undelivered Bond and shall be held uninvested, and without liability for interest, pending delivery of such Undelivered Bonds to the Tender Agent.

Mandatory Purchase.  The Bonds are subject to mandatory tender for purchase to the Tender Agent on (a) the Conversion Date and (b) on the date of delivery of a Substitute Letter of Credit (as defined in the Indenture) to the Trustee (the “Substitution Date”), in each case at a purchase price equal to the principal amount thereof plus accrued interest.  Airy of the Bonds not delivered to the Tender Agent at or before 10:00 a.m., New York City time, on the Conversion Date or the Substitution Date, as the case may be (“Undelivered Bonds”), for which there has been irrevocably deposited in trust with the Trustee or the Tender Agent an amount of money sufficient to pay the purchase price, shall be deemed to have been purchased at such purchase price and interest on such Undelivered Bonds shall cease to accrue as of such Conversion Date or Substitution Date, as the case may be.  Thereafter, the Owners of such Undelivered Bonds shall not be entitled to any payment other than payment of the purchase price for such Undelivered Bonds upon surrender thereof to the Tender Agent and such Undelivered Bonds shall no longer be outstanding and entitled to the benefits of the Indenture.

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BY ACCEPTANCE OF THIS BOND, THE HOLDER HEREOF AGREES THAT THIS BOND WILL BE PURCHASED, WHETHER OR NOT SURRENDERED, ON ANY PURCHASE DATE SPECIFIED BY THE HOLDER HEREOF IN THE EXERCISE OF THE DEMAND PURCHASE OPTION DESCRIBED ABOVE AND ON THE CONVERSION DATE OR SUBSTITUTION DATE, AS APPLICABLE, IN CONNECTION WITH ANY MANDATORY TENDER FOR PURCHASE.  IN SUCH EVENT, THE HOLDER OF THIS BOND SHALL NOT BE ENTITLED TO RECEIVE FURTHER INTEREST HEREON, SHALL HAVE NO FURTHER RIGHTS UNDER THIS BOND OR THE INDENTURE EXCEPT FOR PAYMENT OF THE PURCHASE PRICE HELD THEREFOR, AND, IF THIS BOND IS NOT SURRENDERED ON SUCH DATE, SHALL THEREAFTER HOLD THIS BOND AS AGENT FOR THE TENDER AGENT.

REDEMPTION PROVISIONS

Extraordinary Redemption.  The Bonds are callable for redemption in the event (1) the Project Facilities (as defined in the Indenture) or any portion thereof is damaged or destroyed or taken in a condemnation proceeding or a deed of all or any part thereof is given in lieu of condemnation, as provided in Section 6.04 of the Loan Agreement, or (2) the Company shall exercise its option to cause the Bonds to be redeemed for any reason as provided in Section 9.02 of the Loan Agreement.  If called for redemption at any time pursuant to (1) or (2) above, the Bonds shall be subject to redemption by the Authority on any Interest Payment Date, in whole or in part, at a redemption price of one hundred percent (100%) of the principal amount thereof plus accrued interest to the redemption date.

Mandatory Redemption.  The Bonds are subject to mandatory redemption prior to maturity as follows:

(a)           five (5) Business Days prior to the Letter of Credit Termination Date (as herein defined), at a redemption price equal to one hundred percent (100%) of the principal amount thereof plus accrued interest to the redemption date, if the Trustee shall not have received on or before the thirtieth (30th) Business Day prior to the Letter of Credit Termination Date, a Substitute Letter of Credit which will be effective on or before the Letter of Credit Termination Date;

(b)           on any Interest Payment Date, in whole or in part, at a redemption price equal to one hundred percent (100%) of the principal amount thereof being redeemed plus accrued interest to the redemption date, if any proceeds of the sale of the Bonds remain on deposit in the Project Fund established under the Indenture upon completion of the Project, under the conditions specified in the Indenture;

(c)           in whole, on the earliest practicable date selected by the Trustee, after consultation with the Company, following the occurrence of a Determination of Taxability, as defined in the Indenture, but in no event later than one hundred eighty (180) days following the occurrence of such Determination of Taxability, at a redemption price equal to one hundred percent (100%) of the principal amount thereof plus accrued interest to the redemption date.

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Optional Redemption.  On or prior to the Conversion Date, the Bonds are subject to redemption by the Authority, at the option of the Company, at any time, subject to the notice provisions described below, in whole or in part, at the redemption price of 100% of the principal amount thereof being redeemed plus accrued interest to the redemption date.

Notice of Redemption: General Redemption Provisions.  If any of the Bonds or portions thereof are called for redemption, notice of the call for redemption, identifying the Bonds or portions thereof to be redeemed, the date fixed for redemption and the redemption price (including the premium, if any), shall be given by the Trustee depositing a copy of the redemption notice in first-class mail at least thirty (30) days, but not more than sixty (60) days prior to the date fixed for redemption to the Owner of each Bond to be redeemed in whole or in part at the address of such Owner as shown on the registration books maintained by the Trustee.  Any notice mailed as provided above shall be conclusively presumed to have been duly given, whether or not the Owner receives the notice.  No further interest shall accrue on the principal of any Bond called for redemption (or the applicable portion of a Bond called for redemption in part) after the redemption date if Available Money (as defined in the Indenture) sufficient for such redemption has been deposited with the Trustee.  Notwithstanding the foregoing, the notice requirements contained in the first sentence of this paragraph may be deemed satisfied with respect to a transferee of a Bond which has been purchased pursuant to the Demand Purchase Option under certain circumstances provided in Section 4.06 of the Indenture, after such Bond has previously been called for redemption, notwithstanding the failure to satisfy the notice requirements of the first sentence of this paragraph with respect to such transferee.

If less than all the Bonds are to redeemed on any particular date, the particular Bonds or portions thereof to be redeemed on such date shall be selected by the Trustee at random or in such other manner as the Trustee in its discretion shall deem fair and appropriate, subject, however, to the provisions of the Indenture with respect to Pledged Bonds (as that phrase is defined in the Indenture).

GENERAL PROVISIONS

As used herein, the phrase “Business Day” shall mean any day other than (i) a Saturday or Sunday, or (ii) a legal holiday on which banking institutions in the State of New York, the Commonwealth of Pennsylvania, the State of North Carolina, the City of New York or the city in which the corporate trust office of the Trustee and the Tender Agent having responsibility for the administration of the Indenture or the principal office of the Bank are authorized or required by law to close, or (iii) a day on which the New York Stock Exchange is closed; the phrase “Interest Payment Date” shall mean, prior to the Conversion Date, the first Business Day of every calendar month, commencing April 3, 2000, and from and after the Conversion Date, each February 1 and August 1, commencing on the first February 1 or August 1 following the Conversion Date; the phrase “Conversion Option” means the option granted to the Company under the Indenture to convert the interest rate on the Bonds from the Floating Rate to the Fixed Rate as of the Optional Conversion Date and the phrase “Conversion Date” means the Business Day on which the interest rate on the Bonds is converted from the Floating Rate to the Fixed Rate, as determined in connection with the Company’s exercise of the Conversion Option.  Any other capitalized terms or phrases used in this Bond but not defined herein shall have the meanings ascribed thereto by the Indenture.

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Prior to the Conversion Date, the Bonds are issuable as fully registered bonds, without coupons, in denominations of $100,000 principal amount or any integral multiple of $5,000 in excess thereof and may not be issued, exchanged or transferred except in such denominations.  From and after the Conversion Date, the Bonds are issuable as fully registered bonds, without coupons, in the denominations of $5,000 principal amount or any integral multiple thereof

The Authority, the Tender Agent and the Trustee may deem and treat the person in whose name ownership of this Bond is registered on the records maintained by the Trustee for such purpose as the absolute owner hereof (whether or not this Bond shall be overdue) for all purposes, and neither the Authority, the Tender Agent nor the Trustee shall be bound by any notice or knowledge to the contrary.  A transfer of ownership of this Bond shall be registered on the records maintained by the Trustee upon presentation of this Bond by the registered owner hereof) in person or by his attorney duly authorized in writing, at the Designated Office of the Trustee, but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture.  Upon such transfer of ownership, a new Bond or Bonds will be issued in the name of the transferee in exchange for this Bond.

Notwithstanding anything to the contrary contained heron or in the Indenture, the Loan Agreement or in any other instrument or document executed by or on behalf of the Authority in connection herewith, no stipulation, covenant, agreement or obligation contained herein or therein shall be deemed or construed to be a stipulation, covenant, agreement or obligation of any present or future member, commissioner, director, trustee, officer, employee or agent of the Authority, or of any successor to the Authority, in any such person’s individual capacity, and no such person, in his individual capacity, shall be liable personally for any breach or nonobservance of or for any failure to perform, fulfill or comply with any such stipulations, covenants, agreements or the principal of or premium, if any, or interest on any of the Bonds or for any claim based thereon or on any such stipulation, covenant, agreement or obligation, against any such person, in his individual capacity, either directly or through the Authority or any successor to the Authority, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such person, in his individual capacity, is hereby expressly waived and released.

The Owner of this Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any default under the Indenture, or to institute, appear in or defend any suit or other proceedings with respect thereto, unless certain circumstances described in the Indenture shall have occurred.  In certain events, on the conditions, in the manner and with the effect set forth in the Indenture, the principal of all the Bonds issued under the Indenture and then Outstanding may become or may be declared due and payable before the stated maturity thereof together with interest accrued thereon.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modifications of the rights and obligations of the Authority and the rights of the Owners of the Bonds at any time by the Authority with the consent of the Bank and the Owners of all Bonds at the time Outstanding.  Any such consent or any waiver by the Bank and the Owners of all Bonds at the time Outstanding shall be conclusive and binding upon the

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Owner of this Bonds and upon all future Owners of this Bond or of any Bond issued in replacement for this Bond upon transfer of ownership or exchange, whether or not notation of such consent or waiver is made upon this Bond or such replacement Bond.  The Indenture also contains provisions which, subject to certain conditions, permit or require the Trustee to waive certain past defaults under the Indenture and their consequences.

It is hereby certified, recited and declared that all acts, conditions and things required to exist, happen and be performed precedent to and in connection with the execution and delivery of the Indenture and the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by law; and that the issuance of this Bond and the issue of which it forms a part, together with all other obligations of the Authority, does not exceed or violate any constitutional or statutory limitation.

This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Indenture until the certificate of authentication hereon shall have been signed by the Trustee or the Tender Agent, as authenticating agent.

IN WITNESS WHEREOF, BRADFORD COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY has caused this Bond to be signed in its name and on its behalf by the manual or facsimile signature of its Chairman or Vice Chairman and its corporate seal to be affixed, imprinted or reproduced hereon and attested by the manual or facsimile signature of its Secretary or Assistant Secretary, all as of the Series Issue Date.

ATTEST:	BRADFORD COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY
	By:
(Assistant) Secretary		(Vice) Chairman
(SEAL)

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[FORM OF CERTIFICATE OF AUTHENTICATION]

CERTIFICATE OF AUTHENTICATION

This Bond is one of the Bonds of the issue described in the within-mentioned Trust Indenture.  The Text of the Opinion attached to this Bond is a true and correct copy of the text of an original Opinion issued by Rhoads & Sinon LLP, dated and delivered on the date of original delivery of and payment for, such Bonds, that is on file at our corporate trust office in Harrisburg, Pennsylvania, where the same may be inspected.

	ALLFIRST BANK,
	as Trustee and Tender Agent
	By:
		Authorized Signature
Date of Authentication:

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[FORM OF ASSIGNMENT]

FOR VALUE RECEIVED,                                                 the undersigned, hereby sells, assigns and transfers unto                                                  (Tax Identification or Social Security No.                       ) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints                                                              attorney to transfer the within Bond on the books kept for registration thereof with full power of substitution in the premises.

Dated:
	NOTICE:  The signature(s) to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever.
Signature Guaranteed:
NOTICE:  Signature must be guaranteed by an approved eligible guarantor institution, an institution which is a participant in a signature guarantee program recognized by the Securities Transfer Association.

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EX-10.22

Exhibit 10.22

LOAN AGREEMENT

Dated as of May 1,2001

by and between

UNION COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY

and

STABLER COMPANIES INC.

Relating to

Union County Industrial Development Authority

$8,465,000 Variable Rate

Demand/Fixed Rate Revenue Bonds

(Stabler Companies Inc. Project)

Series of 2001

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS		3
SECTION 1.01.	Definitions	3
SECTION 1.02.	Content of Certificates and Opinions	3
SECTION 1.03.	Time of Day	3
SECTION 1.04.	Interpretation	4
ARTICLE II THE LOAN; USE OF PROCEEDS		5
SECTION 2.01.	Loan of Funds to the Company	5
SECTION 2.02.	Use of Proceeds	5
SECTION 2.03.	Establishment of Project Completion Date	5
ARTICLE III PAYMENT PROVISIONS		7
SECTION 3.01.	Agreement to Repay Loan; Credit for Letter of Credit Draws; Rebate Fund Payments	7
SECTION 3.02.	Letter of Credit	7
SECTION 3.03.	Loan Payments	7
SECTION 3.04.	Additional Payments; Taxes: Utility Charges	8
SECTION 3.05.	Acceleration of Payment to Redeem Bonds	9
SECTION 3.06.	All Payments to be Net; No Defense or Set-Off Against Loan Payments	10
ARTICLE IV COMPANY OBLIGATIONS		11
SECTION 4.01.	General Obligation of the Company	11
SECTION 4.02.	Maintenance and Operation of the Project Facilities	11
SECTION 4.03.	Maintenance of Existence	11
SECTION 4.04.	Compliance with Laws	11
SECTION 4.05.	Notice of Bankruptcy Case Commencement	11
SECTION 4.06.	Letter of Credit	12
SECTION 4.07.	Substitute Letter of Credit	12
SECTION 4.08.	Indemnification of Authority and Trustee, Etc.	14
ARTICLE V THE PROJECT FACILITIES		16
SECTION 5.01.	Completion of Project	16
SECTION 5.02.	Use of Project Facilities	16
SECTION 5.03.	Prohibited Uses	17
SECTION 5.04.	Changes in Scope of Project	18
ARTICLE VI INSURANCE; DESTRUCTION, DAMAGE, EMINENT DOMAIN		19
SECTION 6.01.	Insurance to be Maintained	19
SECTION 6.02.	Destruction, Damage and Eminent Domain	19
SECTION 6.03.	Notice of Property Damage, Loss or Taking	19
SECTION 6.04.	Disposition of Casualty Insurance and Condemnation Award Proceeds	19

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		Page
ARTICLE VII ADDITIONAL REPRESENTATIONS AND COVENANTS OF THE COMPANY		21
SECTION 7.01.	Compliance with Law	21
SECTION 7.02.	Power to Perform Obligations	21
SECTION 7.03.	Inspection	22
SECTION 7.04.	Additional Information	22
SECTION 7.05.	Nondiscrimination	22
SECTION 7.06.	Preservation of the Tax-Exempt Status of Bonds	23
SECTION 7.07.	Hazardous Substances	24
SECTION 7.08.	Litigation	25
SECTION 7.09.	Tax Filings	25
SECTION 7.10.	No Existing Defaults	25
SECTION 7.11.	No Material Misstatements or Omissions	25
SECTION 7.12.	Inducement to Company	26
SECTION 7.13.	Cooperation with Trustee	26
SECTION 7.14.	Authority is Conduit Issuer; Company is Real Party in Interest; Covenant Not to Sue	26
SECTION 7.15.	Bank Consent Required	27
ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES		28
SECTION 8.01.	Events of Default	28
SECTION 8.02.	Acceleration	28
SECTION 8.03.	Payment of Loan Payments on Default; Suit Therefor	29
SECTION 8.04.	Other Remedies	30
SECTION 8.05.	Waiver	30
SECTION 8.06.	Cumulative Rights	30
SECTION 8.07.	No Exercise of Remedies Without Consent of Bank	30
SECTION 8.08.	Determination of Taxability Not a Default	30
ARTICLE IX OPTIONS TO TERMINATE AGREEMENT		31
SECTION 9.01.	Option to Terminate Upon Defeasance	31
SECTION 9.02.	Option to Terminate Upon the Occurrence of Certain Events	31
ARTICLE X MISCELLANEOUS		33
SECTION 10.01.	Approval of Indenture	33
SECTION 10.02.	Taxes and Insurance; Rights of Authority to Pay	33
SECTION 10.03.	Illegal Provisions Disregarded	33
SECTION 10.04.	Limitation of Liability of the Authority	33
SECTION 10.05.	No Recourse as to Authority Officers, Etc.	34
SECTION 10.06.	Reference to Statute or Regulation	34
SECTION 10.07.	Notices	34
SECTION 10.08.	Applicable Law	36
SECTION 10.09.	Amendments	36
SECTION 10.10.	Term of Agreement; Disposition of Remaining Money	36
SECTION 10.11.	Assignment of Authority’s Rights	37
SECTION 10.12.	Assignment by Company	37

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		Page
SECTION 10.13.	Survival of Covenants, Conditions and Representations	37
SECTION 10.14.	Headings	38
SECTION 10.15.	Multiple Counterparts	38
SECTION 10.16.	Consent of Authority	38
SECTION 10.17.	Covenants for Benefit of Bondholders and Bank	38

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THIS LOAN AGREEMENT, dated as of May 1, 2001 (the “Agreement”), is by and between Union County Industrial Development Authority (the “Authority”), a body corporate and politic and a public instrumentality of the Commonwealth of Pennsylvania organized and existing under the Act (which capitalized term and all other capitalized terms and phrases used in this Agreement, including the following recitals, shall have the meanings set forth in Article I hereof) and Stabler Companies Inc. (the “Company”), a Pennsylvania corporation.

WITNESSETH:

WHEREAS, the Authority is authorized under the Act to acquire, hold, construct, improve, maintain, own, finance, lease in the capacity of lessor or lessee, or sell industrial, commercial and other projects for the public purpose of alleviating unemployment, maintaining employment at a high level and creating and developing business opportunities, by the construction, improvement, rehabilitation, revitalization and financing of industrial, commercial and specialized facilities in the Commonwealth; and

WHEREAS, the Authority, to accomplish the purposes of the Act, is empowered to extend credit to such employment promoting enterprises in the name of the Authority and in such manner as it may deem proper, for such consideration and upon such terms and conditions as the Authority shall deem reasonable; and

WHEREAS, the Company has requested that the Authority provide a portion of the funds to finance the Project; and

WHEREAS, the Authority has determined that it shall undertake the financing of the Project pursuant to the provisions and requirements of the Act; and

WHEREAS, the Authority has, by resolution of its Board duly adopted on November 21, 2000, (the “Resolution”), authorized issuance of its Variable Rate Demand/Fixed Rate Revenue Bonds (Stabler Companies Inc. Project), Series of 2001, in the aggregate principal amount of $8,465,000 (the “Bonds”), pursuant to the terms and provisions of a Trust Indenture, dated as of May 1, 2001 (which, together with all amendments and supplements thereto made in accordance with the terms thereof and of this Agreement, is herein referred to as the “Indenture*’)* between the Authority and Allfirst Bank, having a corporate trust office in Harrisburg, Pennsylvania (which, together with its successors in the trust under the Indenture, is herein referred to as the “Trustee”), as trustee, for the purpose of financing a portion of the costs of the Project; and

WHEREAS, under the provisions of this Agreement the Authority will make a loan in the amount of $8,465,000 (the “Loan”) to the Company in connection with the Project, but only from the proceeds of the Bonds, and the Company will agree, among other things, to repay the Loan by making certain loan payments to the Authority, all as set forth herein, such loan payments to be made at times and in amounts sufficient to provide for the full and timely payment of the principal, interest, purchase price and redemption price of the Bonds as the same become due and payable upon maturity, optional redemption, sinking fund redemption, tender for purchase or acceleration upon an event of default; and

WHEREAS, the Company has caused Allfirst Bank, Baltimore, Maryland (the “Bank”) to deliver an irrevocable letter of credit to the Trustee, under which the Trustee shall draw funds with which to pay the principal, interest, purchase price and redemption price of the Bonds as the same become due and payable upon maturity, redemption, tender for purchase or acceleration upon an event of default, all as more fully set forth in the Indenture and in the Bonds; and

WHEREAS, under the Indenture, the Trustee has agreed to draw on the Letter of Credit at such times and in such amounts as shall be sufficient to pay when due the principal, interest, purchase price and redemption price of the Bonds and to credit all draws honored under the Letter of Credit against the Company’s obligation to make installment payments under this Agreement in respect thereof; and

WHEREAS, the Company shall reimburse the Bank for all amounts drawn under the Letter of Credit pursuant to the Letter of Credit Agreement; and

WHEREAS, the Authority has determined to assign, transfer and pledge unto the Trustee, as trustee under the Indenture, all right, title and interest of the Authority in and to this Agreement and all sums payable hereunder, except the Unassigned Authority’s Rights; and

WHEREAS, the execution and delivery of this Agreement and the Indenture, and the issuance of the Bonds under the Act, have been in all respects duly and validly authorized by the Resolution of the Authority; and

WHEREAS, the Authority and the Company desire to enter into this Agreement to set forth the terms and conditions upon which the Authority will make the Loan and the Company shall repay the Loan.

NOW, THEREFORE, in consideration of the above premises and of the mutual covenants hereinafter contained, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

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ARTICLE I

DEFINITIONS

SECTION 1.01.Definitions.  Terms and phrases defined in the recitals to this Agreement shall have the same meanings throughout this Agreement.  Any term or phrase used herein that is defined in the Indenture shall have the meaning assigned to it in the Indenture, unless otherwise defined herein, and for such purposes the definitions set forth in the Indenture are hereby incorporated herein as part hereof.  Without limiting the generality of the foregoing, the phrase “Event of Default” when used in this Agreement shall have the meaning given to such phrase in Article VIII hereof, unless the context shall clearly require otherwise.

SECTION 1.02.Content of Certificates and Opinions.  The Authority or the Trustee, as assignee of the Authority, may, but shall not be obligated to, require that every certificate or opinion provided for in this Agreement with respect to compliance with any provision of this Agreement or of the Indenture shall include (1) a statement to the effect that the Person making or giving such certificate or opinion has read such provision and the definitions relating thereto; (2) a brief statement as to the nature and scope of the examination or investigation upon which the certificate or opinion is based; (3) a statement to the effect that such Person has made or caused to be made such examination or investigation as is necessary, in such Person’s opinion, to enable such Person to express an informed opinion with respect to the subject matter referred to in the instrument to which such Person’s signature is affixed; (4) a statement of the assumptions upon which such certificate or opinion is based, and that such assumptions are reasonable; and (5) a statement as to whether, in the opinion of such Person, such provision has been complied with.

Any such certificate or opinion made or given by an officer of the Authority or the Company may be based, insofar as it relates to legal or accounting matters, upon a certificate or opinion of, or representation by, Counsel or an Accountant, unless such officer knows, or in the exercise of reasonable care should have known, that the certificate, opinion or representation with respect to the matters upon which such certificate or statement may be based, as aforesaid, is erroneous.  Any such certificate or opinion made or given by Counsel or an Accountant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Authority or the Company, as the case may be) upon a certificate or opinion of or representation by an officer of the Authority or the Company, unless such Counsel or Accountant knows, or in the exercise of reasonable care should have known, that the certificate, opinion or representation with respect to the matters upon which such person’s certificate or opinion or representation may be based, as aforesaid, is erroneous.  The same officer of the Authority or the Company, or the same Counsel or Accountant, as the case may be, need not certify to all of the matters required to be certified under any provision of this Agreement, but different officers, Counsel or Accountants may certify to different matters.

SECTION 1.03.Time of Day.  In this Agreement, all references to any time of the day shall refer to Eastern Standard Time or Eastern Daylight Saving Time, as in effect in the City of New York, New York, on such day, unless otherwise specified.

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SECTION 1.04.Interpretation.  (a) Unless the context otherwise indicates, words expressed in the singular shall include the plural and vice versa and the use of the neuter, masculine, or feminine gender is for convenience only and shall be deemed to mean and include the neuter, masculine or feminine gender, as appropriate.

(b)Headings of articles and sections and the table of contents of this Agreement are solely for convenience of reference, do not constitute a part of this Agreement and shall not affect the meaning, construction or effect of this Agreement.

(c)All references herein to “Articles,” “Sections,” and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Agreement; the words “herein,” “hereof,” “hereby,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or subdivision of this Agreement.

(d)Whenever in this Agreement it is required that notice be provided to the Bank or that consent of the Bank be obtained, such provisions shall be effective only when (i) the Letter of Credit is in effect and the Bank is not in default thereunder, (ii) the Bank, in its capacity as provider of the Letter of Credit, is the Holder of any Bonds, or (iii) any amounts are due and owing to the Bank under the Letter of Credit Agreement.

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ARTICLE II

THE LOAN; USE OF PROCEEDS

SECTION 2.01.Loan of Funds to the Company.  The Authority hereby agrees that, simultaneously with the execution and delivery of this Agreement, it will make the Loan to the Company in the amount of $8,465,000, upon the terms and conditions specified herein and in the Indenture, but only out of the proceeds of sale of the Bonds.  Except as otherwise set forth below, the proceeds of the Loan shall be applied to payment of Costs of the Project upon proper requisitions submitted to the Trustee in compliance with the terms and conditions of the Indenture.

The Company hereby acknowledges and agrees that the Bonds have been sold upon terms and conditions which are satisfactory to the Company and that the payment of costs and expenses of issuance of the Bonds, including any underwriter’s discount or placement agent’s fee, in accordance with the terms of the accepted contract for purchase or placement of the Bonds or in accordance with the settlement sheet, order, requisition or other authorization for payment duly signed by an Authority Officer and an Authorized Representative of the Company at the time of delivery of and settlement for the Bonds shall constitute an advance of Loan proceeds.  The Company further agrees that the deposit of proceeds of the Bonds in the Project Fund, from which the Company may requisition money for payment of the Costs of the Project, shall also constitute an advance of Loan proceeds, such that the full amount of $8,465,000 shall be deemed conclusively to have been advanced to the Company by the Authority.

SECTION 2.02.Use of Proceeds.  The proceeds of sale of the Bonds, net of any underwriter’s discount or placement agent’s fee, shall be deposited initially by the Trustee in the Clearing Fund established under the Indenture and disbursed and transferred in accordance with the Indenture; any balance transferred to the Project Fund under the Indenture shall be invested in accordance with the terms and provisions of the Indenture (which provides that investment of money therein may be directed by the Company) pending disbursement to pay Costs of the Project upon requisition or requisitions signed by an Authorized Representative of the Company.

The Company covenants and agrees to apply the proceeds of the Loan only for (i) payment of the initial fees of the Bank for the Letter of Credit and Issuance Costs, subject however, to the limitations of Section 147(g) of the Code and (ii) payment of costs of acquisition or construction of the Project that are eligible to be financed with the proceeds of tax-exempt bonds issued as “qualified small-issue bonds” within the meaning of Section 144(a) of the Code.

SECTION 2.03.Establishment of Project Completion Date.

(a)The Completion Date shall be evidenced to the Authority and the Trustee by a certificate signed by an Authorized Representative of the Company stating that (i) construction of the Project has been completed and all costs and expenses of labor, services, materials and supplies used in connection with such construction have been paid; (ii) all equipment being acquired as part of the Project with proceeds of the Bonds has been installed, is suitable and sufficient, as so installed, for the operation of the Project Facilities, and all costs and

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expenses incurred in the acquisition and installation of such equipment have been paid, and (iii) all other items of construction or acquisition constituting part of the Project and all costs and expenses incurred in connection therewith have been paid; provided, however, that such certificate may state that it is given without prejudice to any rights against third parties which exist at the date of such certificate or which may subsequently come into being.  The Company agrees to furnish such certificate to the Authority and the Trustee promptly following completion of the acquisition, construction and equipping of the Project.  If any funds remain in the Project Fund upon the Trustee’s receipt of such certificate, the Trustee shall give the Company an accounting thereof and, upon receipt of proper requisitions, shall pay or reimburse the Company for any Costs of the Project not previously paid or reimbursed from the Project Fund.  All funds remaining in the Project Fund on the thirtieth (30th) day following the Trustee’s receipt of the certificate contemplated by this Subsection (a) (except such funds as shall be required to pay requisitions theretofore submitted to the Trustee and amounts, if any, representing the unspent balance of the Company’s equity contribution to the Project) shall be transferred promptly by the Trustee into the Bond Fund and applied as set forth in Subsection (b) below.

(b)If, after the Trustee receives the certificate described in Subsection (a) above and pays or makes provision for payment of all final requisitions on the Project Fund submitted by or on behalf of the Company, at least ninety-five percent (95%) of the sum of (i) the actual amount of the proceeds received by the Authority from the sale of the Bonds (including any underwriting discount or placement agent’s fee), and (ii) all investment earnings on money in the Project Fund, has not been used (A) for the acquisition, construction, reconstruction or improvement of land or property of a character subject to the allowance for depreciation under the Code, or (B) for payment of amounts which are, for federal income tax purposes, chargeable to the Project’s capital account or would be so chargeable either with a proper election by the Company or but for a proper election by the Company to deduct such amounts, any amount (exclusive of amounts retained by the Trustee in the Project Fund for payment of Costs of the Project not then due and payable) remaining in the Project Fund shall be transferred by the Trustee to a separate sub-account of the Bond Fund and used by the Trustee in accordance with the terms of Section 6.08 of the Indenture.

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ARTICLE III

PAYMENT PROVISIONS

SECTION 3.01.Agreement to Repay Loan; Credit for Letter of Credit Draws; Rebate Fund Payments.

(a)The Company hereby agrees to duly and punctually pay (i)the principal, premium, if any, and interest due and payable on the Bonds, (ii) the purchase price of Bonds tendered for purchase in accordance with the terms thereof and of the Indenture, and (iii) any other amounts due and payable by the Company under this Agreement.  The Company shall be given an immediate credit in the amount of all draws paid to the Trustee under the Letter of Credit against the loan payments due hereunder in respect of the principal, interest, redemption price or purchase price of Bonds.  Any portion of the loan payments due under this Agreement which is not timely paid (upon proper demand under the Letter of Credit by the Trustee) from draws under the Letter of Credit shall be paid to the Trustee directly by the Company as provided in Section 3.03 hereof.  Any other amounts required to be paid under this Agreement shall be paid by the Company to the party entitled to receive same hereunder and in the manner provided for herein.  Loan payments shall be made by the Company with the Company’s funds, except to the extent a credit in respect thereof has been granted pursuant to the terms of this Agreement.  It is the intention of the Authority and the Company that, notwithstanding any other provision of this Agreement, the Authority shall receive funds from the Company under this Agreement at such times and in such amounts as will enable the Authority to meet all of its obligations under the Bonds and the Indenture, including any such obligations surviving the payment of the Bonds and the defeasance of the Indenture.

(b)The Company hereby agrees to pay to the Trustee, from time to time and on or before such date or dates as shall be necessary to comply with Section 6.13 of the Indenture, any and all amounts required to be deposited in the Rebate Fund to pay or provide for the payment or arbitrage rebate with respect to the Bonds to the United States in accordance with Section 148(f) of the Code and applicable regulations.

SECTION 3.02.Letter of Credit.  Concurrently with the issuance of the Bonds by the Authority, the Company shall cause the Bank to issue and deliver the Letter of Credit to the Trustee.  Such Letter of Credit shall authorize the Trustee to make draws on the Bank, up to an aggregate stated amount of $8,604,150.69 of which not more than $8,465,000 shall be in respect of principal on the Bonds and not more than $139,150.69 shall be in respect of up to fifty (50) days’ interest accrued on the Bonds on or prior to the maturity thereof computed at the Maximum Rate.

SECTION 3.03.Loan Payments.  The Company shall pay to the Trustee, as assignee of the Authority, for deposit in the Bond Fund, the following sums on or before the dates specified, and each such payment is herein referred to as a “Loan Payment” or “loan payment”:

(i)On each Interest Payment Date and on each other date that any payment of principal, premium, if any, or interest is required to be made by the Authority

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with respect to the Bonds, until the principal of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, in immediately available funds, a sum which, together with any money available for such payment in the Bond Fund, will enable the Trustee to pay the amount due on such date for interest, premium, if any, or principal with respect to the Bonds as provided in the Indenture; provided, however, that the obligation of the Company to make any payment under this clause (i) shall be deemed satisfied and discharged to the extent the Bank shall have honored a drawing against the Letter of Credit made by the Trustee with respect to the payment of such amount due with respect to the Bonds.

(ii)On each date that the Purchase Price of Bonds shall be due and payable, such amount as shall be necessary to enable the Tender Agent to pay the Purchase Price of Bonds duly tendered to it for purchase, all as more particularly described in Sections 5.01, 5.03 and 5.04 of the Indenture; provided, however, that credit shall be given against the obligation of the Company to make any payment under this clause (ii) in an amount equal to the money available for such payment as described in subsection (i) or (ii) of Section 5.05(a) of the Indenture; and provided, further, that the obligation of the Company to make any payment under this clause (ii) shall be deemed satisfied and discharged to the extent the Bank shall have honored a drawing against the Letter of Credit made by the Trustee with respect to the payment of such amount due with respect to the Bonds.

(iii)Additionally, from time to time, the Company shall make such payments as shall be necessary to make up any deficiency in or to fully fund the Project Fund established under the Indenture.

It is understood and agreed that all amounts payable by the Company under this Section have been assigned by the Authority to the Trustee for the benefit of the Owners of the Bonds.  The Company consents to such assignment and agrees to make payment of such amounts, when due, directly to the Trustee at its Designated Office, or at such other office of the Trustee as the Trustee shall direct the Company in writing.

SECTION 3.04.Additional Payments; Taxes: Utility Charges.  As additional consideration for the Loan, the Company agrees to make the following payments (which are herein referred to as the “Additional Payments”):

(a)To the public officers charged with the collection thereof, all taxes (or contributions or payments in lieu thereof), including but not limited to income, profits or property taxes, which may now or hereafter be imposed by the United States of America, any state or municipality or any political subdivision or subdivisions thereof, and all assessments for public improvements or other assessments, levies, license fees, charges for publicly supplied water or sewer services, excises, franchises, imposts and charges, general and special, ordinary and extraordinary (including interest, penalties and all costs resulting from delayed payment of any of the foregoing) of whatever name, nature and kind and whether or not now within the contemplation of the parties hereto and which are now or may hereafter be levied, assessed, charged or imposed or which are or may become a lien upon the payments due under the Agreement, the Project Facilities or the use or occupation thereof, or upon the Company or the Authority (but only to the extent attributable to or properly allocable to the Bonds, this

8

Agreement, the Project or the Project Facilities), or upon any franchises, businesses, transactions, income, earnings and receipts (gross, net or otherwise) of the Company in connection with the Project Facilities, or its earnings, profits or receipts from, or its leasing or subleasing of, the Project Facilities; provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any tax, assessment, lien or other matter hereunder so long as the validity thereof is being contested in good faith and by appropriate legal proceedings diligently pursued and the operation of the Project Facilities or the receipt of income therefrom is not adversely affected by reason thereof;

(b)To the Trustee, the Remarketing Agent, the Placement Agent, the Tender Agent and the Bank, the reasonable fees, charges and other expenses of such Persons with respect to the duties assumed and services provided in accordance with the terms of the Indenture, the Remarketing Agreement, the Placement Agreement, the Tender Agent Agreement and the Letter of Credit Agreement;

(c)To such other Persons as may be entitled to the payment of the same, the reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority, the Trustee or the Tender Agent for the preparation of audits, financial statements, reports or opinions required to be made or delivered by the terms of this Agreement or the Indenture and for the provision of any other services required of such experts under this Agreement or the Indenture; and

(d)To the Authority, all reasonable fees and expenses incurred by the Authority, including fees and expenses of legal counsel retained by the Authority in connection with any litigation which may at any time be instituted involving this Agreement, the Bonds, the Indenture, or any of the other documents contemplated thereby, or incurred in connection with the supervision or inspection of the Project or the Project Facilities, or otherwise in connection with this Agreement, the Indenture, the Bonds, the Tender Agent Agreement, the Remarketing Agreement, any of the other documents, instruments or agreements in connection therewith or the Project or the Project Facilities.

All Additional Payments described in clause (a) above shall be due and payable when and as the subject taxes, assessments, levies, license fees, utility charges or other impositions shall be due and payable in accordance with applicable law, subject, however, to the Company’s right to contest payment of the same, as set forth above.  All other Additional Payments described in this Section shall be billed to the Company by the Authority, the Trustee, the Remarketing Agent, the Tender Agent or the Bank, as the case may be, from time to time, and shall be due and payable by the Company within thirty (30) days following the Company’s receipt of the bill or by any later date as may be specified in the bill.  All bills for Additional Payments (other than Additional Payments described in clause (a) or clause (d)(i) above) shall be accompanied by or include a statement certifying that the amount billed has been paid or incurred by the billing party and shall be accompanied by reasonable supporting documentation.

SECTION 3.05.Acceleration of Payment to Redeem Bonds.  Whenever the Bonds are subject to optional redemption or extraordinary redemption pursuant to the Indenture and the provisions hereof, the Authority will, upon request of the Company, direct the Trustee to call the same for redemption as provided in the Indenture.  Whenever any Bond is subject to

9

mandatory redemption pursuant to the Indenture, the Company will cooperate with the Authority and the Trustee in effecting such redemption.  In the event of any mandatory, optional or extraordinary redemption of the Bonds, the Company will pay or cause to be paid to the Trustee an amount equal to the applicable redemption price as a prepayment of that portion of the Loan Payments corresponding to the Bonds to be redeemed together with interest accrued to the date of redemption and will also pay all fees and expenses of the Authority and the Trustee arising with respect to such redemption or otherwise due and owing hereunder or under the Indenture at such times and in such amounts as are required to effect the mandatory, optional or extraordinary redemption of the Bonds under the terms of the Indenture; provided, however, that the obligation of the Company to make any payment in respect of the redemption of Bonds shall be deemed satisfied and discharged to the extent the Bank shall have honored a drawing against the Letter of Credit made by the Trustee with respect to payment of the amount of principal, premium, if any, and interest on the Bonds upon such redemption.

SECTION 3.06.All Payments to be Net; No Defense or Set-Off Against Loan Payments.  All Loan Payments and other sums due and payable under this Agreement by the Company to the Authority or to any assignee of the Authority, including the Trustee and the Bank, shall be absolutely net to the Authority or such assignee, free of any taxes, costs, liabilities or other deductions whatsoever with respect to the Project Facilities and the maintenance, repair, or use thereof or any portion thereof, so that this Agreement shall yield all amounts due hereunder net to the Authority or to any such assignee throughout the term hereof.

The obligations of the Company to make Loan Payments shall be absolute and unconditional without any defense or set-off for any reason, including, without limitation, failure to undertake or to complete the Project, any acts or circumstances that may constitute failure of consideration, destruction of or damage to the Project Facilities, invalidity or unenforceability of the Bonds, commercial frustration of purpose or failure of the Authority to perform or observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with this Agreement, it being the intention of the parties that the payments required of the Company hereunder will be paid in full when due without any delay or diminution whatsoever.

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ARTICLE IV

COMPANY OBLIGATIONS

SECTION 4.01.General Obligation of the Company.  This Agreement constitutes a general obligation of the Company and the full faith and credit of the Company is pledged to the payment of all amounts due hereunder.

SECTION 4.02.Maintenance and Operation of the Project Facilities.  During the term of this Agreement, the Company covenants and agrees that at its own cost and expense it will:

(a)keep and maintain the Project Facilities and all additions and improvements thereto, or cause the same to be kept and maintained, in good repair and condition, excepting reasonable wear and tear;

(b)pay, or cause to be paid, any and all operating costs and other costs and expenses arising out of use and occupancy of the Project Facilities; and

(c)timely pay for any improvements to the Project Facilities lawfully done or lawfully ordered to be done by any municipal, state or federal authority and to comply in all material respects with all lawful and enforceable notices received (whether by the Authority or the Company) from public authorities from and after the date hereof that affect the Project Facilities and the use and operation thereof, other than those improvements, orders and notices the amount, validity or application of which is at the time being contested, in whole or in part, in good faith and by appropriate proceedings promptly initiated and diligently conducted.

SECTION 4.03.Maintenance of Existence.  Except as otherwise permitted in the Letter of Credit Agreement, Company agrees that it will maintain its existence as a Pennsylvania corporation, will not dissolve or otherwise dispose of all or substantially all of its assets and will not consolidate with or merge into another entity.

SECTION 4.04.Compliance with Laws.  With respect to the Project Facilities and any additions, alterations or improvements thereto, the Company will at all times comply with all applicable requirements of federal, state and local laws and with all applicable lawful requirements of any agency, board, or commission created under laws of the Commonwealth or of any other duly constituted public authority, and will use, and permit the use of the Project Facilities only for such purposes as are lawful under the Act; provided, however, that the Company shall be deemed in compliance with this Section notwithstanding its failure or refusal to comply with any such requirement, so long as it is contesting such requirement in good faith and by appropriate legal proceedings.

SECTION 4.05.Notice of Bankruptcy Case Commencement.  The Company covenants and agrees that it shall immediately notify the Authority, the Bank, the Trustee, the Tender Agent and the Placement Agent of the commencement of any case by or against it under the Bankruptcy Code.

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SECTION 4.06.Letter of Credit.  Concurrently with the initial delivery of the Bonds pursuant to the Indenture, the Company shall cause the initial Letter of Credit to be issued by the Bank, which Letter of Credit (1) shall be substantially in the same form as the exhibit attached to the Letter of Credit Agreement; (2) shall be dated the date of delivery of the Bonds; (3) shall authorize the Trustee to draw on the Bank, subject to the terms and conditions thereof, up to (a) an amount equal to the principal amount of the Bonds (i) to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bonds.  The Letter of Credit may be extended or may be replaced by a Substitute Letter of Credit complying with the provisions of the Indenture.

It is anticipated that all payments of principal of and interest on the Bonds, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the Letter of Credit.  The Company shall take whatever action may be necessary to maintain the Letter of Credit (or a Substitute Letter of Credit) in full force and effect during the period required by the Indenture, including the payment of any transfer fees required by the Bank upon any transfer of the Letter of Credit to any successor Trustee.

The Company acknowledges its responsibility to arrange for an extension of the expiration date of the Letter of Credit or the issuance and delivery of a Substitute Letter of Credit (which, as defined in the Indenture, includes an extension of the Letter of Credit) on or before the Interest Payment Date on the Bonds immediately preceding the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture.  The Company acknowledges and agrees that the Authority shall have no responsibility to obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect to the delivery of, or failure to deliver, a Substitute Letter of Credit.

SECTION 4.07.Substitute Letter of Credit.  The Company may provide for the delivery to the Trustee of a Substitute Letter of Credit at any time upon thirty (30) days’ prior written notice to the Trustee, the Tender Agent, the Remarketing Agent and the Authority.  Unless the Company shall deliver to the Trustee on or before the fifteenth (15th) calendar day prior to the Interest Payment Date immediately preceding the Letter of Credit Termination Date a signed, written commitment from the Bank or a Substitute Bank to issue a Substitute Letter of Credit on or before such Interest Payment Date, the Bonds shall be called for mandatory redemption in accordance with the terms thereof and of the Indenture.

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On or before the date of the delivery of any Substitute Letter of Credit to the Trustee, the Company shall furnish to the Authority, the Trustee and the Remarketing Agent, as a condition to the acceptance of any Substitute Letter of Credit by the Trustee, the following:

(i)written evidence that (A) the issuer of such Substitute Letter of Credit is a commercial bank, bank and trust company, national bank, savings and loan association or savings bank organized and doing business in the United States or a branch or agency of a foreign commercial bank located and doing business in the United States and subject to regulation by state or federal banking regulatory authorities and (B) the long-term unsecured debt of the issuer of such Substitute Letter of Credit has been assigned a credit rating by Moody’s not lower than the lower of the then current rating on the Bonds and “Aa3”;

(ii)an Opinion of Bond Counsel stating that the delivery of such Substitute Letter of Credit (A) is authorized under this Agreement, the Indenture and the Act and complies with the terms hereof and (B)does not adversely affect the exclusion from gross income of the interest on the Bonds for federal income tax purposes;

(iii)an Opinion of Counsel satisfactory to the Trustee, the Authority, the Company and the Remarketing Agent to the effect that (A) the Substitute Letter of Credit is the legal, valid and binding obligation of the issuer thereof (or, in the case of a branch or agency of a foreign commercial bank, the branch or agency), enforceable in accordance with its terms, (B) payments of principal, premium, if any (if such Substitute Letter of Credit secures the payment of premium), interest or purchase price with respect to the Bonds from the proceeds of a drawing on the Substitute Letter of Credit will not constitute avoidable preferences under the Bankruptcy Code or other applicable laws and regulations, and (C) it is not necessary to register the Substitute Letter of Credit under the Securities Act of 1933, as amended, or to qualify an indenture with respect thereto under the Trust Indenture Act of 1939, as amended; and

(iv)written evidence from each Rating Agency (if any) then maintaining a credit rating on the Bonds that its rating on the Bonds will not be reduced or withdrawn as a result of the acceptance of the Substitute Letter of Credit.

In the case of a Substitute Letter of Credit issued by a branch or agency of a foreign commercial bank, there shall also be delivered an Opinion of Counsel from counsel who is licensed to practice law in the jurisdiction in which the head office of the issuer of such letter of credit is located and satisfactory to the Trustee, the Authority, the Company and the Remarketing Agent, to the effect that the Substitute Letter of Credit is the legal, valid and binding obligation of the issuing bank and enforceable in accordance with its terms.  The Trustee shall accept any such Substitute Letter of Credit only in accordance with the terms, and upon the satisfaction of the conditions, contained in this Section and any other provisions applicable to acceptance of a Substitute Letter of Credit under this Agreement and the Indenture.

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SECTION 4.08.Indemnification of Authority and Trustee, Etc.

(a)The Company agrees that at all times it will protect and hold the Authority, its officers, members, employees and agents harmless and indemnified from and against all claims for losses, damages or injuries to others, including death, personal injury and property damage or loss, arising out of the acquisition, construction, installation or equipping of the Project, or otherwise with respect to the Project Facilities or any interest of the Authority therein, whether or not such claim is made or such loss, damage or injury occurs during the term of this Agreement; and the Authority shall not be liable for any loss, damage or injury to the person or property of the Company or its agents, servants or employees or any other person who or which may be upon the Project Facilities or damaged or injured as a result of any condition existing or activity occurring upon the Project Facilities or any other matter connected directly or indirectly therewith due to any act or negligence of any person, excepting only willful misconduct of the Authority, its officers, agents, members or employees.  The indemnity provided for in this subsection (a) shall be effective only to the extent that any loss sustained by the Authority, its officers, members, employees and agents shall be in excess of the net proceeds recovered by the Authority upon any insurance carried with respect to the loss sustained, but the Authority shall have no duty or obligation to obtain or to maintain any such insurance, such duty and obligation being solely that of the Company.  The Company hereby releases the Authority from and agrees to indemnify and hold harmless the Authority from any other liability whether arising out of a tort, contractual or other claim of any nature whatsoever pertaining to the acquisition or construction of the Project or any other acquisition or construction undertaken with respect to the Project Facilities or with respect to operation of the Project Facilities, the performance of this Agreement or the Indenture or the issuance of the Bonds, except liabilities that result from the willful misconduct of the Authority.

(b)The Company hereby covenants and agrees that it will indemnify the Trustee against any and all claims arising out of the Trustee’s exercise and performance of powers and duties granted unto it by the Indenture and hereunder, except those claims and liabilities that result from the Trustee’s willful misconduct or gross negligence.

(c)To the fullest extent permitted by law, the Company will indemnify, hold harmless and defend the Authority and the Trustee, and the respective officers, members, directors, officials and employees of each of them, against all losses, costs, damages, expenses, suits, judgments, actions and liabilities of whatever nature including, specifically, any liability under any state or federal securities laws (including but not limited to reasonable attorneys’ fees, litigation and court costs, amounts paid in settlement and amounts paid to discharge judgments) directly or indirectly resulting from or arising out of or related to: (i) the acquisition, construction, installation, operation, use, maintenance or ownership of the Project or the Project Facilities (including compliance with laws, ordinances and rules and regulations of public authorities relating thereto); or (ii) any statements or representations with respect to the Company or the Project, the Project Facilities and any representations made in this Agreement, the Bonds, the Indenture, the Letter of Credit, the Letter of Credit Agreement or any other documents or instruments delivered at or in connection with the closing held on the Closing Date (including any statements or representations made in connection with the offer or sale of the Bonds) made or given to the Authority, the Trustee or any underwriters or purchasers of any of the Bonds by the Company or any of its officers, agents or employees, including, but not limited

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to, statements or representations of facts, financial information or corporate affairs.  The Company also will pay and discharge and indemnify, and hold harmless the Authority and the Trustee from, (x) any lien or charge upon payments made by the Company to the Authority and the Trustee under this Agreement and (y) any taxes (including, without limitation, any ad valorem taxes and sales taxes, assessments, impositions and other charges in respect of any portion of the Project Facilities).  If any such claim is asserted, or any such lien or charge upon payments, or any such taxes, assessments, impositions or other charges are sought to be imposed, the Authority or the Trustee will give prompt notice to the Company, and the Company will have the sole right and duty to assume, and will assume, the defense thereof, with full power to litigate, compromise or settle the same in its sole discretion.

(d)If the indemnification provided for herein is for any reason determined to be unavailable to the Authority or the Trustee with respect to any loss, claim, demand or liability, including expenses in connection therewith, the Authority or the Trustee as appropriate, shall be entitled as a matter of right to contribution by the Company.  The amount of such contribution shall be in such proportion as is appropriate to reflect relative culpability of the parties.

(e)The provisions of this Section shall survive the termination and discharge of this Agreement and the Indenture.

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ARTICLE V

THE PROJECT FACILITIES

SECTION 5.01.Completion of Project.  The Company represents, covenants and agrees as follows:

(a)the Company shall, not later than the date of issuance and delivery of the Bonds, acquire fee simple title to the Property and all other real estate upon which the Project Facilities are or are to be located, and any real estate upon which any construction or acquisition constituting part of the Project will take place;

(b)the Company has acquired, or will acquire before they are needed, all permits, licenses, easements, rights of way and other interests in land necessary for, and has satisfied or will satisfy all other requirements applicable to, the acquisition and construction related to the Project and the use, occupancy and operation of the Project Facilities;

(c)the Company shall construct, install, equip or improve the Project Facilities as contemplated by the Project with all reasonable dispatch and in accordance with applicable law, employing for such purposes such contractors and workmen as it may select;

(d)the Company shall pay when due all costs and expenses incurred in connection with the acquisition and construction of the Project, expending its own funds (or funds derived from sources other than the proceeds of the Bonds) for the purpose if and to the extent that (i) the proceeds of the Bonds are insufficient to pay all such costs and expenses, or (ii) such costs and expenses are ineligible to be financed with proceeds of “qualified small issue bonds” issued in accordance with Section 144(a)(12) of the Code, including, without limiting the generality of the foregoing, issuance costs of the Bonds which, together with other issuance costs of the Bonds paid from the proceeds of the Bonds, exceed two percent (2%) of the proceeds of the Bonds, within the meaning of Section 147(g) of the Code; without limiting the generality of the foregoing, the Company’s equity contribution to the Project is expected to be at least $1,470,000, based on the Project budget as of the Closing Date, of which the amount by which issuance costs of the Bonds exceed the aforesaid 2% limit shall be paid to the Trustee for deposit in the Clearing Fund on the Closing Date and the balance shall be paid to the Trustee for deposit to the Project Fund as and when required by the Bank in accordance with the Letter of Credit Agreement;

(e)the Company shall let all contracts for acquisition, construction and equipping of the Project, and all such contracts, and all other contracts made by the Company with respect to acquisition, construction, improvement, equipping or repair of the Project Facilities and any work to be done by the Company on the Project Facilities, are and shall be made or done by the Company on its own behalf and not as agent or contractor for the Authority.

SECTION 5.02.Use of Project Facilities.  The Company represents, covenants and agrees that each of the Project Facilities are to be used only as a “manufacturing facility” within the meaning of Section 144(a)(12) of the Code; provided, however, that a portion

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of the Project Facilities may be used as a facility which is directly related and ancillary to such manufacturing facility, within the meaning of such Section of the Code.

The Company further represents that it presently intends to use and operate the Project Facilities in a manner consistent with the Act until the date on which the Bonds have been fully paid and knows of no reason why the Project Facilities will not be, or cannot be, so used and operated.

SECTION 5.03.Prohibited Uses.  So long as any Bonds remain outstanding and unpaid, the Company covenants and agrees that it shall not, and shall not permit any other Person to:

(a)use or occupy the Project Facilities or any part thereof as other than a “manufacturing facility” within the meaning of Section 144(a)(12) of the Code; provided, however, that the Company may use or permit the use of a portion of the Project Facilities as a facility which is directly related and ancillary to a manufacturing facility, within the meaning of such Section;

(b)use any portion of the proceeds of the Bonds to provide any airplane, skybox or other private luxury box, health club facility, facility primarily used for gambling, or store the principal business of which is the sale of alcoholic beverages for consumption off premises, all within the meaning of Section 147(e) of the Code;

(c)use any portion of the proceeds of the Bonds to acquire any property (or any interest) therein (other than land) unless the first use of such property is pursuant to such acquisition, unless with respect to any building (and the equipment therefor) constituting a part of the Project Facilities, the rehabilitation expenditures (as defined in Section 147(d) of the Code) with respect to such building equal or exceed 15 percent of the portion of the cost of acquiring such building (and equipment) financed with the net proceeds of the Bonds (or with respect to any structure other than a building, the rehabilitation expenditures with respect to such structure equal or exceed 100 percent of the portion of the cost of acquiring the same so financed);

(d)use 25 percent or more of the net proceeds of the Bonds directly or indirectly to acquire land (or an interest therein), within the meaning of Section 147(c) of the Code;

(e)use more than two percent (2%) of the proceeds of sale of the Bonds to finance issuance costs of the Bonds, within the meaning of Section 147(g) of the Code;

(f)use, directly or indirectly, any of the funds provided by the Authority hereunder or any of its own funds, or direct the Trustee to invest any funds held by it under the Indenture, in such manner as would cause any of the Bonds to be an “arbitrage bond” within the meaning of Section 148(a) of the Code;

(g)take any other action whereby the Project Facilities will be used, or the proceeds of the Bonds will be used or invested, in such a manner as will cause interest on the Bonds to includible in the gross income of the Owners thereof (other than any Owner of Bonds

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who is a “substantial user” of the Project Facilities or a “related person” to such a “substantial user,” within the meaning of Section 147(a) of the Code) for purposes of federal income taxation.

SECTION 5.04.Changes in Scope of Project.  The Company may, at its option and at its own cost and expense, at any time and from time to time, make such additions and changes to the Project as it may deem to be desirable for its uses and purposes, provided, however, that no addition or change in the scope of the Project that is substantial in relation to the approvals obtained for issuance of the Bonds under the Act and the Code shall be made unless the Company shall have first obtained and filed with the Authority and the Trustee an opinion of Bond Counsel to the effect that such addition or change is authorized or permitted under the Act and will not adversely affect the exclusion from gross income of interest on the Bonds under the Code.

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ARTICLE VI

INSURANCE; DESTRUCTION, DAMAGE, EMINENT DOMAIN

SECTION 6.01.Insurance to be Maintained.  The Company covenants to provide and maintain, or cause to be provided and maintained, continuously, unless otherwise herein provided, adequate insurance on the Project Facilities as shall be mutually agreed upon by the Bank and the Company.  Each insurance policy with respect to the Project Facilities shall name the Bank, the Authority and the Trustee as additional insureds.  All policies of insurance required by this Section, copies thereof, or certificates of insurance with respect thereto shall be deposited with the Trustee.

SECTION 6.02.Destruction, Damage and Eminent Domain.  If the Project Facilities shall be wholly or partially destroyed or damaged by fire or other casualty covered by insurance, or shall be wholly or partially condemned, taken or injured by any Person, including any Person possessing the right to exercise the power of eminent domain, or a power in the nature of eminent domain, or shall be transferred to such a Person by way of a conveyance in lieu of the exercise of such a power by such a Person, the Company covenants that it will take all actions and will do all things which may be necessary to enable recovery to be made upon such policies of fire or casualty insurance or on account of such taking, condemnation, conveyance, damage or injury.  The Net Proceeds of any such fire or casualty insurance claim or condemnation award recovered with respect to the Project Facilities shall be deposited in the Project Fund under the Indenture and shall be applied in accordance with the provisions of Section 6.04 hereof; provided, however, that so long as the Bank is not in default under the terms of the Letter of Credit, the applicable provisions of the Letter of Credit Agreement shall control the disposition of Net Proceeds of fire or casualty insurance claims or condemnation awards with respect to the Project Facilities.  The Company is authorized, in its own name, as trustee of an express trust, to demand, collect, sue, settle claims, receipt and release moneys which may be due and payable under policies of fire or casualty insurance covering such damage or destruction or on account of such condemnation, damage or injury.  Any appraisement or adjustment of loss or damage and any settlement or payment therefor shall be agreed upon by the Company, the Bank (as long as the Bank is not in default under the Letter of Credit) and the appropriate insurer or condemnor, and shall be evidenced to the Bank by the certificate and approvals required by the Indenture.  The Bank may rely conclusively upon such certificates.

SECTION 6.03.Notice of Property Damage, Loss or Taking.  Within five (5) Business Days following the occurrence of any loss or damage to, or after receipt of notice of condemnation of, all or any part of the Project Facilities which materially and adversely affects the ownership, operation, maintenance or use of the Project Facilities for their intended purpose, the Company shall notify the Authority, the Trustee and the Bank, in writing, of such occurrence or of the receipt of such notice, as the case may be.

SECTION 6.04.Disposition of Casualty Insurance and Condemnation Award Proceeds.  So long as the Company is not in default under the terms of this Agreement, the Company may elect, in its discretion, by written notice to the Trustee, to apply the Net Proceeds of any fire or casualty insurance claim or condemnation award with respect to loss or damage to the Project Facilities or any portion thereof (i) to the repair, reconstruction or

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replacement of damaged, destroyed or injured property comprising part of the Project Facilities, or (ii) to the redemption of Bonds pursuant to the applicable provisions of the Indenture; Provided, however, that the Company shall first obtain the consent of the Bank, if such consent shall be required by the Letter of Credit Agreement.

Unless an Event of Default described in this Agreement has occurred and remains uncured or the Trustee has not received timely direction from the Company with respect to the application of the Net Proceeds of fire or casualty insurance or condemnation awards with respect to the Project Facilities, such Net Proceeds shall be applied to the extraordinary redemption of Bonds in accordance with the terms and provisions of the Bonds and of the Indenture.  For purposes of the preceding sentence, a direction shall be timely if given within thirty (30) days after the Company has agreed upon a settlement or payment with respect to any appraisement or adjustment of the loss or damage with respect to which such Net Proceeds are received.

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ARTICLE VII

ADDITIONAL REPRESENTATIONS AND COVENANTS OF THE COMPANY

SECTION 7.01.Compliance with Law.  The Company covenants and represents that the Project Facilities and the Company’s use and occupancy thereof are and will be in compliance in all material respects with applicable law and the Company will not take any action, or request the Authority to take any action, which will cause the Project Facilities or the use or occupancy thereof to be in violation of applicable law.  The Company further covenants that all actions taken or to be taken by the Company or, upon the recommendation or request of any Authorized Representative of the Company, by the Authority with respect to the Project and the Project Facilities have been and will be in compliance in all material respects with all pertinent laws, ordinances, rules, regulations and orders applicable to the Company, the Project and the Project Facilities.

The Company covenants that it shall comply with (i) all applicable ordinances, laws, rules, regulations and orders of the government of the United States of America, the Commonwealth and other applicable government units having proper jurisdiction, and (ii) all applicable requirements of any board of fire underwriters having proper jurisdiction and of any insurance company writing insurance with respect to the Project Facilities, with respect to the acquisition, construction and equipping of the Project and the operation, maintenance, repair, replacement, renovation, improvement or expansion of the Project Facilities; provided, however, that the Company may, in good faith and by appropriate proceedings, contest the legality or reasonableness of any such ordinances, laws, rules, regulations, orders or requirements, or the imposition thereof upon the Company, the Project or the Project Facilities, so long as the operation of the Project Facilities or the receipt of income therefrom will not be adversely affected and the Project Facilities will not thereby be subject to loss or forfeiture.

SECTION 7.02.Power to Perform Obligations.  The Company represents that:

(a)the Company has full power and legal right to enter into this Agreement and perform its obligations hereunder;

(b)the making and performance of this Agreement by the Company has been duly authorized by all necessary action and will not conflict with or constitute a breach of or default under its articles of incorporation or by-laws or any agreement, bond, contract, indenture, or other instrument by which the Company or any of its properties is or may be subject or bound;

(c)the Company is duly qualified to do business in the Commonwealth, has the power and authority to own its properties and assets and to carry on its business as now being conducted; and

(d)The execution and delivery of this Agreement and the other instruments and agreements executed and delivered by the Company in connection with the Loan and the issuance of the Bonds and the Letter of Credit, and the performance by the Company of

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its obligations under this Agreement and each such other instrument or agreement, (i) do not and will not in any material respect conflict with or violate any provision of law or any rule, regulation, order of court, or order of or agreement with any governmental body or agency applicable to the Company or the Project Facilities, (ii) do not and will not result in the creation or imposition of any lien, charge or encumbrance of any nature, other than the liens created by this Agreement, the Indenture and such other instruments and agreements, upon the Project Facilities or any other property or asset of the Company.

SECTION 7.03.Inspection.  The Company covenants that the Authority, by its duly authorized representatives, at reasonable times and with reasonable notice, may inspect the Project Facilities and the books and records of the Company for purposes of determining compliance with this Agreement.

SECTION 7.04.Additional Information.  The Company agrees to provide to the Authority, upon request, such additional information concerning the Company, the Project and the Project Facilities as may be reasonably requested by the Authority and necessary for the Authority to file any reports or supply any information required by the Indenture or by applicable law, including without limiting the foregoing, the requirements of the Code and applicable federal and state securities laws.

SECTION 7.05.Nondiscrimination.  During the term of this Agreement, the Company agrees, as to itself and as to each occupant of the Project Facilities controlling, controlled by or under common control with the Company (each, for purposes of this Section, being referred to as a “Contractor”) as follows:

(a)Contractor shall not discriminate against any employee, applicant for employment, independent contractor or any other Person because of race, color, religious creed, handicap, ancestry, national origin, age or sex.  Contractor shall take affirmative action to insure that applicants are employed, and that employees or agents are treated during employment, without regard to their race, color, religious creed, handicap, ancestry, national origin, age or sex.  Such affirmative action shall include, but is not limited to: employment, upgrading, demotion or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training.  Contractor shall post in conspicuous places, available to employees, agents, applicants for employment and other persons, a notice to be provided by the contracting agency setting forth the provisions of this Section.

(b)Contractor shall in advertisements or requests for employment placed by it or on its behalf, state that all qualified applicants will receive consideration for employment without regard to race, color, religious creed, handicap, ancestry, national origin, age or sex.

(c)Contractor shall send each labor union or workers’ representative with which it has a collective bargaining agreement or other contract or understanding, a notice advising said labor union or workers’ representative of its commitment to this nondiscrimination clause.  Similar notice shall be sent to every other source of recruitment regularly utilized by Contractor.

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(d)It shall be no defense to a finding of noncompliance with this Section that Contractor had delegated some of its employment practices to any union, training program or other source of recruitment which prevents it from meeting its obligations.  However, if the evidence indicates that Contractor was not on notice of the third-party discrimination or made a good faith effort to correct it, such factor shall be considered in mitigation in determining appropriate sanctions.

(e)Where the practices of a union or of any training program or other source of recruitment will result in the exclusion of minority group persons, so that Contractor will be unable to meet its obligations under this Section, Contractor shall then employ and fill vacancies through other nondiscriminatory employment procedures.

(f)Contractor shall comply with all state and federal laws prohibiting discrimination in hiring or employment opportunities.  Noncompliance with this Section will constitute an Event of Default under this Agreement.

(g)Contractor shall furnish all necessary employment documents and records to, and permit access to its books, records and accounts by, the Authority for purposes of investigation to ascertain compliance with the provisions of this Section.  If Contractor does not possess documents or records reflecting the necessary information requested, it shall furnish such information on reporting forms supplied by the Authority.

(h)Contractor shall actively recruit minority subcontractors and women subcontractors or subcontractors with substantial minority or women representation among their employees.

(i)Contractor shall include the provisions of this Section in every subcontract, so that such provisions will be binding upon each subcontractor.

(j)Contractor obligations under this Section are limited to Contractor’s facilities within Pennsylvania or, where the contract is for purchase of goods manufactured outside of Pennsylvania, the facilities at which such goods are actually produced.

SECTION 7.06.Preservation of the Tax-Exempt Status of Bonds.  (a) The Company covenants and agrees that it will not take any action or permit any action to be taken on its behalf, or cause or permit any circumstances within its control to arise, if such action or circumstances would cause the interest paid on the Bonds to be included in the gross income of the Bondholders.

(b)The Company acknowledges having read Sections 6.13 and 7.06 of the Indenture and agrees to perform all duties contemplated by such Sections of the Indenture to be performed by the Company, as if such duties were set forth herein specifically as covenants and duties of the Company.  Without intending to limit the generality of the foregoing, the Company agrees to engage a Person with the requisite knowledge and experience with respect to the calculation of arbitrage rebate to calculate, from time to time, the amount to be rebated to the United States of America with respect to the Bonds pursuant to Section 148(f) of the Code and applicable regulations promulgated thereunder and to advise the Authority and the Trustee with respect to the fulfillment of the Authority’s obligation to make arbitrage rebate payments with

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respect to the Bonds in accordance with the Code and applicable tax regulations.  The Company acknowledges and agrees that if it shall fail to engage a qualified Person to calculate arbitrage rebate or if any report required by Section 6.13 of the Indenture to be filed with the Trustee is not so filed at the time required, the Authority or the Trustee may engage (but shall not be required to engage) a qualified Person to perform such calculations and render such report at the cost and expense of the Company, but in so doing shall not be deemed to waive any event of default on the part of the Company.  The Company agrees that it shall be solely responsible for the payment of any interest on overdue installment payments of arbitrage rebate and any penalties that may be imposed upon the Authority as a result of any late payment or underpayment, except as may be occasioned by the Authority’s own willful misconduct or gross negligence.

(c)Without intending to limit the generality of the foregoing, the Company represents and covenants that all representations made by the Company in the Tax Compliance Agreement are true, correct and complete and that the Company shall observe all of terms and conditions of the Tax Compliance Agreement and perform all of the duties contemplated by the Tax Compliance Agreement to be performed by the Company, as if such terms, conditions and duties were set forth in this Agreement.

SECTION 7.07.Hazardous Substances.

(a)The Company shall comply in all material respects with all applicable federal, state and local laws, ordinances, rules and regulations with respect to Hazardous Substances, and shall keep the Project Facilities free and clear of any liens imposed pursuant to such laws, ordinances, rules and regulations, hi the event that the Company receives any notice from any governmental authority with regard to Hazardous Substances on, from or affecting the Project Facilities, the Company shall (i) immediately notify the Bank, the Trustee and the Authority and any other person, governmental or quasi-governmental authority that it is required to notify pursuant to any applicable law at such time as it is aware of a release or threatened release of a Hazardous Substance on, from or affecting the Project Facilities, (ii) immediately notify the Bank, the Trustee and the Authority at such time as an environmental investigation or clean-up proceeding is instituted by any person in connection with the Project Facilities, (iii) fully comply with and assist any such environmental investigation and clean-up proceeding, (iv) promptly execute and complete any remedial actions necessary to ensure that no environmental liens or encumbrances are levied against or exist with respect to the Project Facilities, and (v) promptly following the occurrence of any event described in clauses (i) or (ii) above and upon the written request of the Bank, the Trustee or the Authority, provide the Bank, the Trustee and the Authority, from time to time, with an environmental site assessment or report, in form and substance satisfactory to Bank, the Trustee and the Authority and (vi) provide the Bank, the Trustee and the Authority with copies of all notices received by the Company from any governmental authority or other person with regard to Hazardous Substances on, from or in any way affecting the Project Facilities.  The Company shall conduct and complete all investigations, studies, sampling, and testing, and all remedial, removal, and other actions necessary to clean up and remove all Hazardous Substances on, from or affecting the Project Facilities in accordance with all applicable federal, state and local laws, ordinances, rules, regulations, and policies and to the satisfaction of the Bank, the Trustee and the Authority.

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(b)As used herein, the term “Hazardous Substances” shall include, without limitation, any flammable explosives, radioactive materials, hazardous materials, hazardous wastes, hazardous or toxic substances, hazardous or toxic pollutants, or related materials, asbestos or any material containing asbestos, or petroleum, petroleum by-products or materials containing petroleum, or any other substance, mixture, waste, compound, material, element, product, or matter as defined by any federal, state or local environmental law, ordinance, rule, or regulation including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. Sections 9601 et seq., the Hazardous Materials Transportation Act, as amended (49 U.S.C. Sections 1801 et seq., the Resource Conservation and Recovery Act, as amended (42 U.S.C. Sections 9601 et seq.), the Clean Water Act, as amended (33 U.S.C. Sections 1251 et seq.), and the Clean Air Act, as amended (42 U.S.C. Sections 7401 et seq.), and in the regulations adopted and publications promulgated pursuant thereto at any time.

SECTION 7.08.Litigation.  The Company represents that there is no action, suit or proceeding at law or in equity or by or before any governmental instrumentality or other agency now pending or, to the knowledge of the Company, threatened against or affecting it or any of its properties or rights which, if adversely determined, would (i) materially affect the transactions contemplated hereby, (ii) affect the validity or enforceability of this Agreement, the Indenture or any documents or instruments executed in connection herewith or therewith, (iii) affect the ability of the Company to perform its obligations under this Agreement, the Indenture or any documents or instruments executed in connection herewith or therewith, (iv) materially impair the value of the Project Facilities, (v) materially impair the Company’s right to carry on its business substantially as now conducted, or (vi) have a material adverse effect on the Company’s financial condition.

SECTION 7.09.Tax Filings.  The Company has filed or caused to be filed all federal, state and local tax returns which are required to be filed, and has paid or caused to be paid all taxes as shown on said returns or on any assessment it has received, to the extent that such taxes have become due, except such taxes are as being contested by the Company in good faith and by appropriate proceedings.

SECTION 7.10.No Existing Defaults.  The Company is not in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any material agreement or instrument to which it is a party or by which it is bound.

SECTION 7.11.No Material Misstatements or Omissions.  The Company represents that the Placement Memorandum, the Indenture, this Agreement and all other documents, certificates, or statements furnished to the Trustee, the Authority or the Bank by the Company in connection with the transaction hereby contemplated do not contain any untrue statement of a material fact with respect to the Company, the Project or the Project Facilities.  The Company further represents specifically that it is neither involved in any litigation required to be disclosed in the Placement Memorandum nor the subject of any investigation or administrative proceeding, except as disclosed in the Placement Memorandum.

It is specifically understood by the Company that all statements, representations and warranties made by or with respect to the Company, the Project and the Project Facilities in

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the Placement Memorandum, the Indenture, this Agreement and all other documents, certificates, or statements furnished to the Trustee, the Authority or the Bank by the Company in connection with the transaction hereby contemplated shall be deemed to have been relied upon by the Authority as an inducement to make the Loan and by the Bank as an inducement to issue the Letter of Credit and that if any such statements, representations and warranties were false at the time they were made, the Authority or the Bank may, in its sole discretion, consider any such misrepresentation or breach of warranty an Event of Default hereunder and exercise the remedies provided for in this Agreement.

SECTION 7.12.Inducement to Company.  Financial assistance provided by the Authority is an important inducement to the Company to undertake the Project and to locate or retain the Project Facilities within the Commonwealth.

SECTION 7.13.Cooperation with Trustee.  The Company covenants and agrees that it will not interfere with the exercise of the power and authority granted to the Trustee in the Indenture.  The Company further agrees to aid in furnishing to the Authority or the Trustee any documents, financial reports, certificates or opinions that may be required under the Indenture or requested by the Trustee and to comply with the provisions thereof to the extent applicable to the Company.

SECTION 7.14.Authority is Conduit Issuer; Company is Real Party in Interest; Covenant Not to Sue.

(a)The Company hereby expressly acknowledges that the Authority is a conduit issuer and that all of the right, title and interest of the Authority in and to this Agreement (except the Unassigned Authority’s Rights), but not the obligations of the Authority, are to be assigned first to the Trustee and then to the Bank, naming the Trustee or the Bank, as applicable, its true and lawful attorney for and in its name to enforce the terms and conditions of this Agreement.  Notwithstanding any other provision contained herein, the Company hereby expressly agrees, acknowledges and covenants that it shall duly and punctually perform or cause to be performed each and every duty and obligation of the Authority under and pursuant to the Indenture, excepting only such duties and obligations as the Authority may not lawfully delegate to others.

(b)The Company covenants and agrees that it shall neither sue the Authority, or any of its board members, officers, agents or employees, past, present or future, for any claim, loss, demand, action or inaction based upon the financing of the Project with the proceeds of the Bonds nor ever raise as a defense in any proceedings whatsoever that the Authority is the true party in interest.  Notwithstanding the provisions of the foregoing sentence, the Company shall be entitled to (i) bring an action for specific performance against the Authority to compel any action required to be taken by the Authority hereunder or an action to enjoin the Authority from performing any action prohibited by this instrument, but no such action shall in any way impose pecuniary liability against the Authority or any of its board members, officers, agents or employees, and (ii) join the Authority in any litigation if such joinder is necessary to pursue any of the Company’s rights, provided that prior to such joinder the Company shall post such security as the Authority may require to further protect the

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Authority from loss and to pay all of the Authority’s reasonable fees and expenses incurred in connection therewith.

SECTION 7.15.Bank Consent Required.  Whenever this Agreement requires that the consent of the Authority be obtained by the Company, the Company shall also obtain the consent of the Bank if the Letter of Credit is then in effect and the Bank is not in default of its obligations thereunder.

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ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES

SECTION 8.01.            Events of Default.  Each of the following events shall constitute an “Event of Default” under this Agreement:

(a)           failure by the Company to make any payment required by Section 3.01, 3.03, 3.04 or 3.05 hereof; or

(b)           failure by the Company to make any other payment required hereby, if such failure continues for thirty (30) days after the Authority or the Trustee gives notice to the Company that such payment was due and is unpaid; or

(c)           failure by the Company to perform any other of its obligations hereunder, if such failure continues for thirty (30) days after the Authority or the Trustee gives the Company notice thereof; provided, however, that if such performance requires work to be done, actions to be taken, or conditions to be remedied which by their nature cannot reasonably be done, taken or remedied, as the case may be, within such thirty (30) days, no Event of Default shall be deemed to have occurred or to exist if, and so long as, the Company shall commence such performance within such thirty (30) days and shall diligently and continuously proceed to completion; or

(d)           the Company commits any act of bankruptcy under the Bankruptcy Code or any Commonwealth bankruptcy law or any law providing for reorganization or relief for debtors or files or has filed against it a petition in bankruptcy or for arrangement or reorganization pursuant to the Bankruptcy Code or other similar law, federal or state, or if, by the decree of a court of competent jurisdiction, is adjudicated bankrupt or declared insolvent, or makes an assignment for the benefit of creditors, or admits in writing its inability to pay its debts generally when or as they become due, or consents to the appointment of a trustee, receiver or to the liquidation of all or any part of the Project Facilities, provided that, if any such proceeding is commenced by a Person other than the Company, there shall be no Event of Default if such proceedings are dismissed within thirty (30) days of the filing of the initial pleading therein; or

(e)           the Bank, in writing, declares an Event of Default under the provisions of the Letter of Credit Agreement; or

(f)            any representation or warranty made by the Company herein or any statement made by the Company in any report, certificate, financial statement or other instrument furnished in connection with this Agreement or the issuance of the Bonds shall at any time prove to have been false or misleading in any material respect when made or given.

SECTION 8.02.            Acceleration.  Upon the occurrence of any “Event of Default” under the Indenture caused by, or directly or indirectly resulting from, the occurrence of an Event of Default by the Company hereunder, the Trustee (with the prior written consent of the Bank, so long as the Bank is not in default under the Letter of Credit), may, and upon request of the Owners of 25% in aggregate principal amount of the Bonds then Outstanding shall, pursuant

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to Section 8.02 of the Indenture, declare the principal of the then Outstanding Bonds and all accrued interest immediately due and payable, but such Trustee shall not declare the principal due and payable if such acceleration is annulled as therein provided.  Upon such declaration by the Trustee, the Authority shall have the right to terminate this Agreement and, upon such termination, there shall become immediately due and payable hereunder as then current damages of the Authority under this Agreement, an amount equal to (i) all amounts then due and payable by the Authority to the Trustee under such Section 8.02 of the Indenture, and (ii) all other amounts due and owing as loan payments hereunder.  Until such amount is paid by the Company, at the time or times and in the manner required to permit the Authority to meet its obligations under the Indenture, (A) the Authority shall continue to have all of the rights, powers and remedies herein (notwithstanding the termination hereof), and, for such time as may be necessary to enable the Authority to satisfy in full its obligations under the Indenture, (B) the term of this Agreement shall, at the election of the Authority, be extended at the will of the Authority, and (C) the Company’s obligations hereunder shall continue in full force and effect.

SECTION 8.03.            Payment of Loan Payments on Default; Suit Therefor.

(a)           The Company covenants that, if default shall be made in the payment of any sum payable by the Company under this Agreement as and when the same shall become due and payable, whether at maturity or by acceleration or otherwise, then, upon demand of the Authority or its assignee, the Company will pay to the Authority or its assignee (i) the whole amount of the loan payments that then shall have become due and payable hereunder (and to the extent such loan payments represent payments due on the Bonds, such payments shall be applied to the payment of the Bonds in accordance with the terms of the Indenture); and such further amount as shall be sufficient to pay the costs and expenses of collection, including reasonable compensation based upon actual time expended by the Authority and its assignee and their respective agents, attorneys and counsel, and any expenses or liabilities incurred by the Authority or its assignee (other than through the Authority’s or its assignee’s own gross negligence or bad faith).  In case the Company shall fail forthwith to pay such amounts upon such demand, the Authority or its assignee shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company and collect in the manner provided by law out of the property of the Company the money adjudged or decreed to be payable.

(b)           If at any time there shall be proceedings in bankruptcy or for the reorganization of the Company under the United States Bankruptcy Code or any other applicable law, a receiver or trustee shall have been appointed for the benefit of the creditors or the property of the Company, or any other similar judicial proceedings relative to the Company shall have been commenced, the Authority or its assignee shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount of the loan payments, including interest owing and unpaid in respect thereof, and to file such other claims, pleadings, papers or documents as may be necessary or advisable in order to have the claims of the Authority or its assignee allowed, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of its charges and expenses.  Any receiver, assignee or trustee in bankruptcy or reorganization of the Company or any of its property is hereby authorized to make such payments to the Authority

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or its assignee, and to pay to the Authority or its assignee any amount due it for compensation based upon actual time expended and expenses, including counsel fees incurred by it up to the date of such distribution.

SECTION 8.04.            Other Remedies.  Whenever the Company is in default hereunder the Authority or its assignee may pursue whatever remedies may be available at law or in equity as may appear necessary or desirable to collect the amounts payable by the Company hereunder, or to enforce performance and observance of any obligation, agreement or covenant of the Company under this Agreement.

No action taken pursuant to this Section 8.04 shall relieve the Company of any of the Company’s obligations, duties, liabilities, covenants and representations contained herein, all of which shall survive any such action.

SECTION 8.05.            Waiver.  The Company hereby waives and relinquishes the benefits of any present or future law exempting the Project Facilities or any part of the proceeds of sale thereof from attachment, levy or sale on execution and all benefit of stay of execution or other process.

SECTION 8.06.            Cumulative Rights.  No remedy conferred upon or reserved to the Authority or its assignee by this Agreement is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute.  No waiver by the Authority or its assignee of any breach by the Company of any of its obligations, agreements or covenants hereunder shall be a waiver of any subsequent breach, and no delay or omission to exercise any right or power shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient.

SECTION 8.07.            No Exercise of Remedies Without Consent of Bank.  Notwithstanding anything to the contrary contained in this Agreement, neither the Authority nor any assignee of the Authority under this Agreement shall exercise or pursue remedies or declare an Event of Default or cause an acceleration of the obligations contained in this Agreement without the prior written consent of the Bank as long as the Bank shall not be in default of its obligations under the Letter of Credit and no proceedings in insolvency, bankruptcy, reorganization, winding-up or composition or adjustment of debts has been commenced by or against the Bank.

SECTION 8.08.            Determination of Taxability Not a Default.  Notwithstanding anything to the contrary contained in this Agreement, in the event of a breach of any applicable statutory or regulatory requirement or a breach of covenant or an inaccuracy in any representation of the Company relating to the exclusion from gross income of interest on the Bonds for purposes of federal income taxation, such breach or inaccuracy shall not be considered an Event of Default hereunder so long as the Company performs all of its obligations arising out of the breach or inaccuracy including, without limitation, the payment of all amounts due under Article III hereof if such breach or inaccuracy results in a Determination of Taxability with respect to the Bonds.

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ARTICLE IX

OPTIONS TO TERMINATE AGREEMENT

SECTION 9.01.            Option to Terminate Upon Defeasance.  The Company shall have, and is hereby granted, the option to terminate its obligations under this Agreement prior to full payment of the Bonds by providing for the payment of all of the Outstanding Bonds in accordance with Article XI of the Indenture.

SECTION 9.02.            Option to Terminate Upon the Occurrence of Certain Events.  The Company shall have, and is hereby granted, the option to terminate its obligations under this Agreement if any of the events set forth below occurs:

(a)           The Project Facilities or any portion thereof shall have been damaged or destroyed (1) to such extent that they cannot, in the Company’s judgment, be reasonably restored within a period of six (6) months to the condition thereof immediately preceding such damage or destruction, or (2) to such extent that the Company is thereby prevented, in the Company’s reasonable judgment, from carrying on its normal operation of the Project Facilities for a period of six (6) months or more;

(b)           Title to, or the temporary use for a period of six (6) months or more of, all or substantially all of the Project Facilities, or such part thereof as shall materially interfere, in the Company’s reasonable judgment, with the operation of the Project Facilities for the purpose for which the Project Facilities are designed, shall have been taken under, or shall have been conveyed by the Company in lieu of, the exercise of the power of eminent domain by any governmental body or by any person, firm or corporation acting under governmental authority (including such a taking or takings as results in the Company being thereby prevented from carrying on its normal operation of the Project Facilities for a period of six (6) months or more);

(c)           Changes which the Company cannot reasonably control or overcome shall have occurred in the economic availability of materials, supplies, labor, equipment and other properties and things necessary for the efficient operation of the Project Facilities for the purposes contemplated by this Agreement, or technological or other changes shall have occurred which, in the judgment of the Company, render the continued operation of the Project Facilities uneconomical for such purpose; or

(d)           As a result of any changes in the Constitution of the Commonwealth or the Constitution of the United States of America, legislative or administrative action (whether state or federal), or a final decree, judgment or order of any court or administrative body (whether state or federal) entered after the contest thereof by the Company in good faith, this Agreement shall have become void and unenforceable or impossible of performance in accordance with the intent and purposes of the parties as expressed in this Agreement or unreasonable burdens or excessive liabilities shall have been imposed on the Company with respect to the Project Facilities, including, without limitation, the imposition of federal, state or other ad valorem, property, income, or other taxes not being imposed on the date of this Agreement.

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To exercise such option, the Company, with the prior written consent of the Bank (as long as the Bank shall not be in default under the terms of the Letter of Credit), shall give written notice to the Authority and the Trustee within ninety (90) days following the event authorizing such termination, specifying therein the date of redemption of Bonds pursuant to Section 4.01 of the Indenture, which shall be the next date upon which the Bonds shall be redeemable in accordance with their terms and the terms of the Indenture and for which the required notice of redemption can practicably be given.  In accordance with the terms of the Indenture, the Company shall make arrangements for the Trustee to give the required notice of redemption.  Payment of the redemption price of Bonds redeemed pursuant to this Section 9.02 will be made in accordance with the terms of the Indenture.

Anything contained in this Agreement to the contrary notwithstanding, the Bank shall have the right (as long as the Bank shall not be in default under the terms of the Letter of Credit) to cause the Company to terminate its obligations under this Agreement in accordance with the provisions of this Section 9.02 by so notifying the Company in writing, if as a result of any changes in the Constitution of the Commonwealth or the Constitution of the United States of America or as a result of a legislative or administrative action (whether state or federal) or final decree, judgment or order of any court or administrative body (whether state or federal) entered after the contest thereof by the Company in good faith, this Agreement shall have become void and unenforceable or impossible of performance, in accordance with the intent and purposes of the parties as expressed in this Agreement.

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ARTICLE X

MISCELLANEOUS

SECTION 10.01.          Approval of Indenture.  The Company acknowledges that it has received an executed copy of the Indenture and a copy of the Letter of Credit and that it is familiar with their provisions.  The Company agrees that it will take all such actions as are required or contemplated of it under the Indenture to preserve and protect the rights of the Trustee thereunder and that it will not take any action which would cause a default thereunder.  It is agreed by the Company and the Authority that any redemption of the Bonds prior to maturity shall be effected as provided in the Indenture.

SECTION 10.02.          Taxes and Insurance; Rights of Authority to Pay.  If the Company, at any time, fails to pay any taxes or other impositions payable by it in accordance with Section 3.04 hereof or to take out, pay for, maintain or deliver any of the insurance policies required by Article VI, or shall fail, within the time allowed by Article VIII following notice of any Event of Default, to make any other payment or perform any other act on its part to be made or performed, then the Authority may, without further notice to or demand upon the Company and without waiving any default or releasing the Company from any of its obligations under the Agreement (but shall not be obligated to): (a) pay any taxes or other impositions payable by the Company in accordance with Section 3.04 hereof, (b) take out, pay for and maintain any of the insurance policies required by Article VI hereof, or (c) make any other payment or perform any other act on the Company’s part to be made or performed as provided in this Agreement.  All sums so paid by the Authority and all necessary incidental costs and expenses in connection with the performance of any such act by the Authority shall, together with interest thereon at the legal rate, be payable to the Authority, on demand, or, at the option of the Authority, may be added to any installment of the loan payments then due or thereafter becoming due under this Agreement, and the Company covenants to pay any such sums.

SECTION 10.03.          Illegal Provisions Disregarded.  If any term or provision hereof or the application thereof for any reason or circumstance shall to any extent be held to be invalid or unenforceable, this instrument shall be invalid or unenforceable only to the extent of such invalidity or unenforceability and such invalidity or unenforceability shall not invalidate the balance of such provision or the remaining terms or provisions of this instrument or the application of such terms or provisions to persons other than those as to which it has been held invalid or unenforceable; each term and provision hereof shall be valid and enforceable to the fullest extent permitted by law, and shall be liberally construed in favor of the Authority or its assignee in order to effect the intent of this instrument.

SECTION 10.04.          Limitation of Liability of the Authority.  In the event of any default by the Authority hereunder, and notwithstanding any provision or obligation to the contrary herein set forth, the liability of the Authority and of any legal successor to the Authority hereunder shall be limited to its interest in the Project Facilities, the improvements thereon, and the rents, issues and profits therefrom, and the lien of any judgment shall be restricted thereto.

Other than as set forth in this Section, there shall be no other recourse for damages of any kind or nature by the Company or any other entity against the Authority, its

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incorporator, officers, members, agents and employees, past, present or future, or any of the property or other assets now or hereafter owned by it or them, either directly or indirectly; and all such recourse or liability is hereby expressly waived and released as a condition of and in consideration for execution and delivery of this Agreement by the Authority.  In the event of entry of judgment against the Authority by virtue of the power herein contained, the judgment index shall be marked to show that the judgment is limited as aforesaid.

The Authority does not assume any liability for the repayment of any mortgage or other loan with respect to the Project or the Project Facilities (including any obligations of the Company to the Bank under the terms of the Letter of Credit Agreement and related instruments), or for the payment of costs, fees, penalties, taxes, interest, commissions, charges, insurance or other payments required to be paid under the terms of any such mortgage or other loan or incurred in any way in connection therewith.

The provisions of this Section shall survive any termination of this Agreement.

SECTION 10.05.          No Recourse as to Authority Officers, Etc.  No recourse under or upon any obligation, covenant or agreement contained herein or in any Bond shall be had against any past, present or future member, officer, employee or agent of the Authority or of any successor of the Authority under any rule of law, statute or constitutional provision, or by enforcement of any assessment or by any legal or equitable proceeding or otherwise, it expressly being agreed and understood that the obligations of the Authority hereunder, and under the Bonds and elsewhere are solely corporate obligations of the Authority to the extent specifically limited in the Act, and that no personal liability whatsoever shall attach to or shall be incurred by such members, officers or employees of the Authority or of any successor of the Authority, or any of them, because of such indebtedness or by reason of any obligation, covenant or agreement contained herein, in the Bonds or implied therefrom.

The provisions of this Section shall survive any termination of this Agreement.

SECTION 10.06.          Reference to Statute or Regulation.  A reference herein to a statute or to a regulation issued by a governmental agency includes the statute or regulation in force as of the date hereof, together with all amendments and supplements thereto and any statute or regulation substituted for such statute or regulation, unless the specific language or the context of the reference herein clearly includes only the statute or regulation in force as of the date hereof.

A reference herein to a governmental agency, department, board, commission or other public body or to a public officer includes an entity or officer which or who succeeds to substantially the same functions as those performed by such public body or officer as of the date hereof, unless the specific language or the context of the reference herein clearly includes only such public body or public officer as of the date hereof.

SECTION 10.07.          Notices.  All notices required or authorized to be given by the Company, the Authority or the Trustee under the Indenture or pursuant to this Agreement shall be in writing and shall be sent by registered or certified mail, postage prepaid, to the following addresses:

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To the Authority:

Union County Industrial Development Authority
269 Chestnut Street
Mifflinburg, PA 17844
Attention: Edward Frontz, Chairman

with a copy to:

Michael T. Hudock, Esquire
269 Chestnut Street
Mifflinburg, PA 17844

To the Company:

Stabler Companies Inc.
635 Lucknow Road
Harrisburg, PA 17110
Attention: Thomas Minori, Vice President

with a copy to:

Sherill T. Moyer, Esquire
Rhoads & Sinon LLP
One South Market Square, 12th Floor
Harrisburg, PA 17101

To the Trustee:

Allfirst Bank
213 Market Street
Harrisburg, PA 17101
Attention: Corporate Trust Services

To the Placement and Remarketing Agent:

Allfirst Bank
25 South Charles Street, 12th Floor
Baltimore, MD 20201
Attention: Capital Markets and Treasury Division

or to such other addresses as may from time to time be furnished to the parties, effective upon the receipt of notice thereof given as set forth above.  Each of the above agrees that it shall send a duplicate copy or executed copy of all certificates, notices, correspondence or other data and materials required to be sent to one of the above to all other parties.

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SECTION 10.08.          Applicable Law.  This Agreement shall be deemed to be a contract made in the Commonwealth of Pennsylvania and governed by the laws of the Commonwealth of Pennsylvania.

SECTION 10.09.          Amendments.

(a)           This Agreement may not be amended except by an instrument in writing signed by the parties and, if such amendment occurs after the issuance of any of the Bonds, consented to by the Trustee and the Bank, so long as the Bank is not in default under the Letter of Credit.

(b)           Notwithstanding Section 10.09(a) hereof and assignment of this Agreement to the Trustee or the Bank, this Agreement may be amended, as necessary, to assure compliance with Section 144(a) of the Code (relating to qualified small issue bonds); Section 147 of the Code (relating to certain requirements applicable to private activity bonds); Section 148(d)(3) of the Code (relating to the 150% limitation on investments); Section 148 of the Code (relating to higher yielding investments and the payment of arbitrage rebate); or with such other provisions of the Code as may be applicable to the Bonds, in order that the interest paid and to be paid on the Bonds shall qualify for exclusion from the gross income of the registered owners thereof (other than any Person who is a “substantial user” of the Project Facilities or a “related person” to such a “substantial user,” within the meaning of such terms as used in Section 147(a) of the Code).  Any such amendment shall be in writing and shall be signed by the Company and the Authority.  A copy of each such amendment shall be given to the Trustee and to the Bank.  The Authority, the Company, the Trustee and the Bank may rely conclusively upon an opinion of Bond Counsel as to the necessity of any change relating to qualification of the Bonds as tax-exempt bonds under the Code.

SECTION 10.10.          Term of Agreement; Disposition of Remaining Money.  This Agreement shall remain in full force and effect until such time as all of the Bonds shall have been fully paid or provision made for their payment pursuant to the Indenture, the Indenture shall have been released pursuant to Section 11.01 thereof, and all other sums payable by the Company under this Agreement and the Letter of Credit Agreement shall have been paid, except for those obligations of the Company which, under the terms of this Agreement, shall survive termination hereof.  Upon termination of this Agreement, the Authority shall direct the Trustee to pay over to the Company any money then remaining in the various funds and accounts established under the Indenture which is not required for the payment of the Bonds or other obligations of the Company hereunder or under the Indenture, including the payment of any final installment of arbitrage rebate which may be due and payable with respect to the Bonds; provided, however, that in each case any money remaining in the funds or accounts (other than the Rebate Fund) shall be first paid to the Bank to the extent of any money then due and owing to the Bank from the Company under the terms of the Letter of Credit Agreement.

The provisions of this Section shall survive any termination of this Agreement.

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SECTION 10.11.          Assignment of Authority’s Rights.

(a)           The Authority, immediately following execution and delivery hereof, shall assign this Agreement and all right, title and interest of the Authority in and to this Agreement and all amounts due and payable by the Company hereunder, except the Unassigned Authority’s Rights, to the Trustee as trustee, IN TRUST, to be held and applied pursuant to the provisions of the Indenture.  The Company: (1) consents to such assignment and accepts notice thereof with the same legal effect as though such acceptance was embodied in a separate instrument, separately executed after execution of such assignment; (2) agrees to pay directly to the Trustee, except as provided in Section 3.04 hereof, all payments to be made by the Company hereunder, all such payments to be made by the Company to the Trustee without any defense, set-off or counterclaim arising out of any default on the part of the Authority under the Agreement or any transaction between the Company and the Authority or between the Company and the Trustee; and (3) agrees that the Trustee may exercise any and all rights and pursue any and all remedies granted the Authority hereunder.

(b)           The Authority, immediately following execution and delivery hereof, shall assign this Agreement and all right, title and interest of the Authority in and to this Agreement and all amounts due and payable by the Company hereunder, except the Unassigned Authority’s Rights, to the Bank as further security for payment and performance of the Company’s “Obligations” under and as defined in the Letter of Credit Agreement, subject, however, to the prior assignment made to the Trustee as contemplated by subsection (a) above.  The Company (1) consents to such assignment and accepts notice thereof with the same legal effect as though such acceptance was embodied in a separate instrument, separately executed after execution of such assignment, and (2) agrees that the Bank may, subject to the superior rights of the Trustee as assignee of the Authority, pursue any and all remedies granted to the Authority hereunder.

SECTION 10.12.          Assignment by Company.  This Agreement may be assigned in whole or in part by the Company without the necessity of obtaining the consent of the Trustee or the owners of the Bonds; provided, however, that any such assignment shall require the prior written consent of the Bank (as long as the Bank is not in default under the Letter of Credit) and the Authority; and further provided that no assignment pursuant to this Section shall be made unless the Company shall first obtain an Opinion of Counsel that such assignment is permitted under the Act and an opinion of Bond Counsel that such assignment will not adversely affect the tax-exempt status of interest on the Bonds under the Code, copies of which shall be furnished to the Authority and the Trustee.  The Company shall, within thirty (30) days after execution thereof, furnish or cause to be furnished to the Authority, the Trustee and the Bank a true and complete copy of each such assignment together with any instrument of assumption.

SECTION 10.13.          Survival of Covenants, Conditions and Representations.  All covenants, conditions, and representations of the Company contained herein that, by nature, implication, or expressly involve performance in any particular manner after the termination of this Agreement or that cannot be ascertained to have been performed until after termination of this Agreement, shall survive said termination.  Without intending to limit the generality of the

37

foregoing, the Company’s covenant to indemnify the Authority and the Trustee, as set forth in Section 4.08 hereof, shall survive any termination of this Agreement.

SECTION 10.14.          Headings.  The captions or headings in this Agreement are for convenience of reference only and shall not control or affect the meaning or construction of any provision hereof.

SECTION 10.15.          Multiple Counterparts.  This Agreement may be executed in multiple counterparts, each of which shall be regarded for all purposes as an original and such counterparts shall constitute but one and the same instrument.

SECTION 10.16.          Consent of Authority.  Whenever the consent of the Authority is given pursuant to the terms of this Agreement, such consent shall create no liability or responsibility upon the Authority, and whenever required, shall not be unreasonably withheld.

SECTION 10.17.          Covenants for Benefit of Bondholders and Bank.  This Agreement is executed in part to induce (a) the purchase by others of the Bonds, and (b) the issuance by the Bank of the Letter of Credit, and the participation by the Bank in the funding of advances under the Letter of Credit.  Accordingly, all covenants and agreements on the part of the Company and the Authority, as set forth in the Agreement, are hereby declared to be for the benefit of the Owners from time to time of the Bonds and for the benefit of the Bank.

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IN WITNESS WHEREOF, Union County Industrial Development Authority has caused this Agreement to be executed in its name and on its behalf by its (Vice) Chairman and its official seal to be affixed hereunto and attested by its Secretary or Assistant Secretary and Stabler Companies Inc., has caused this Agreement to be executed in its name and on its behalf by an Authorized Representative as of the day and year first above written.

ATTEST:	Union County Industrial Development Authority
/s/	By:	/s/
Secretary	Chairman
(SEAL)
ATTEST:	Stabler Companies Inc.
/s/	By:	/s/
Secretary	President
(CORPORATE SEAL)

39

TRUST INDENTURE

Dated as of May 1,2001

Between

UNION COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY

and

ALLFIRST BANK,

as Trustee

$8,465,000 Variable Rate

Demand/Fixed Rate Revenue Bonds

(Stabler Companies Inc.  Project)

Series of 2001

BOND COUNSEL

Rhoads & Sinon LLP

One South Market Square

Harrisburg, Pennsylvania 17101

TABLE OF CONTENTS

		Page
ARTICLE I  DEFINITIONS: CONTENT OF CERTIFICATES AND OPINIONS; TIME OF DAY		6
SECTION 1.01.	Definitions	6
SECTION 1.02.	Content of Certificates and Opinions	20
SECTION 1.03.	Time of Day	20
SECTION 1.04.	Interpretation	20
ARTICLE II THE BONDS		22
SECTION 2.01.	Authorization of Bonds; Bonds Equally and Ratablvy Secured	22
SECTION 2.02.	Terms of Bonds; Interest on the Bonds	22
SECTION 2.03.	Execution of Bonds	24
SECTION 2.04.	Authentication	25
SECTION 2.05.	Form of Bonds	25
SECTION 2.06.	Ownership of Bonds: Transfer of Ownership	25
SECTION 2.07.	Exchange of Bonds	26
SECTION 2.08.	Bond Registrar and Co-Bond Registrar	26
SECTION 2.09.	Temporary Bonds	26
SECTION 2.10.	Bond Mutilated	27
SECTION 2.11.	Cancellation and Destruction of Surrendered Bonds	27
SECTION 2.12.	Acts of Bondholders; Evidence of Ownership	27
SECTION 2.13.	CUSIP Number	27
SECTION 2.14.	Book-Entry System for the Bonds	27
ARTICLE III ISSUANCE OF BONDS; APPLICATION OF PROCEEDS		31
SECTION 3.01.	Issuance of the Bonds	31
SECTION 3.02.	Validity of Bonds	31
SECTION 3.03.	Disposition of Proceeds of the Bonds and Other Amounts	31
ARTICLE IV REDEMPTION OF BONDS		32
SECTION 4.01.	Extraordinary and Mandatory Redemption	32
SECTION 4.02.	Optional Redemption	32
SECTION 4.03.	Notice of Redemption	33
SECTION 4.04.	Interest on Bonds Called for Redemption	33
SECTION 4.05.	Cancellation	33
SECTION 4.06.	Partial Redemption of Bonds	33
SECTION 4.07.	Payment of Redemption Price with Available Money; Bank Consent to Optional Redemption Required	34

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ARTICLE V CONVERSION OPTION; PURCHASE AND REMARKETING OF BONDS		35
SECTION 5.01.	Conversion of Interest Rate on Conversion Date	35
SECTION 5.02.	Delivery of Bonds After Conversion Date	37
SECTION 5.03.	Mandatory Tender upon Delivery and Acceptance of a Substitute Letter of Credit	37
SECTION 5.04.	Demand Purchase Option	38
SECTION 5.05.	Funds for Purchase of Bonds	39
SECTION 5.06.	Delivery of Purchased Bonds	40
SECTION 5.07.	Sale of Bonds by Placement and Remarketing Agent	40
SECTION 5.08.	Delivery of Proceeds of Sale of Purchased Bonds; Delivery of Remarketed Pledged Bonds	41
SECTION 5.09.	Duties of Trustee and Tender Agent with Respect to Purchase of Bonds	41
SECTION 5.10.	No Purchases or Sales After Certain Defaults or After Issuance of a Notice of Redemption	42
ARTICLE VI REVENUES AND FUNDS		43
SECTION 6.01.	Creation of the Bond Fund	43
SECTION 6.02.	Payments into the Bond Fund	43
SECTION 6.03.	Use of Money in the Bond Fund	43
SECTION 6.04.	Deposit and Disbursement of Net Proceeds of Insurance or Condemnation	44
SECTION 6.05.	Project Fund	44
SECTION 6.06.	Payments into the Protect Fund; Disbursements	44
SECTION 6.07.	Use of Money in the Project Fund Upon Default	45
SECTION 6.08.	Use of Money in the Project Fund Upon Completion of the Project	45
SECTION 6.09.	Nonpresentment of Bonds	45
SECTION 6.10.	Money to be Held in Trust	46
SECTION 6.11.	Repayment to the Bank and the Company from the Bond Fund, the Rebate Fund or the Project Fund	46
SECTION 6.12.	Letter of Credit	46
SECTION 6.13.	Rebate Fund	46
SECTION 6.14.	Investment of Money in Funds	49
ARTICLE VII PARTICULAR COVENANTS		51
SECTION 7.01.	Punctual Payment	51
SECTION 7.02.	Extension of Payment of Bonds	51
SECTION 7.03.	Against Encumbrances	51
SECTION 7.04.	Power to Issue Bonds and Make Pledge and Assignment	51
SECTION 7.05.	Accounting Records and Financial Statements	51
SECTION 7.06.	Tax Covenants	52

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SECTION 7.07.	Enforcement of Loan Agreement; Amendments to Loan Agreement	53
SECTION 7.08.	Waiver of Laws	53
SECTION 7.09.	Financing Statements and Other Action to Protect Security Interests	53
SECTION 7.10.	Further Assurances	54
ARTICLE VIII EVENTS OF DEFAULT; REMEDIES OF BONDHOLDERS		55
SECTION 8.01.	Events of Default	55
SECTION 8.02.	Acceleration	56
SECTION 8.03.	Other Remedies	57
SECTION 8.04.	Legal Proceedings By Trustee	58
SECTION 8.05.	Discontinuance of Proceedings by Trustee	58
SECTION 8.06.	Bondholders May Direct Proceedings by Trustee	58
SECTION 8.07.	Limitations on Actions By Bondholders	59
SECTION 8.08.	Trustee May Enforce Rights Without Possession of Bonds	59
SECTION 8.09.	Delays and Omissions Not to Impair Rights	59
SECTION 8.10.	Application of Money in Event of Default	59
SECTION 8.11.	Trustee and Bondholders Entitled to All Remedies Under Act; Remedies Not Exclusive	60
SECTION 8.12.	Trustee’s Right to Receiver	60
SECTION 8.13.	Subrogation Rights of Bank	60
SECTION 8.14.	Waiver of Default	60
ARTICLE IX THE TRUSTEE; THE TENDER AGENT; AND THE PLACEMENT AND REMARKETING AGENT		62
SECTION 9.01.	Duties. Immunities and Liabilities of Trustee	62
SECTION 9.02.	Merger or Consolidation	63
SECTION 9.03.	Liability of Trustee	63
SECTION 9.04.	Right of Trustee to Rely on Documents	64
SECTION 9.05.	Preservation and Inspection of Documents	65
SECTION 9.06.	Compensation	65
SECTION 9.07.	The Tender Agent	65
SECTION 9.08.	Removal or Resignation of Tender Agent: Qualification of Successors	65
SECTION 9.09.	Qualifications of Placement and Remarketing Agent; Resignation; Removal	67
SECTION 9.10.	Construction of Ambiguous Provisions	67
ARTICLE X MODIFICATION OR AMENDMENT OF THIS INDENTURE		68
SECTION 10.01.	Amendments Permitted	68
SECTION 10.02.	Effect of Supplemental Indenture	68
SECTION 10.03.	Trustee Authorized to Join in Amendments and Supplements; Reliance on Counsel	68

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ARTICLE XI DEFEASANCE		70
SECTION 11.01.	Defeasance	70
SECTION 11.02.	Provision for Payment	70
SECTION 11.03.	Deposit of Funds for Payment of Bonds	71
SECTION 11.04.	Survival of Certain Provisions	72
ARTICLE XII MISCELLANEOUS		73
SECTION 12.01.	Liability of Authority Limited to Revenues	73
SECTION 12.02.	Limitation of Liability of Directors, Etc. of Authority	73
SECTION 12.03.	Covenant Not to Sue	74
SECTION 12.04.	Successor is Deemed Included in All References to Predecessor	74
SECTION 12.05.	Limitation of Rights to Parties, Bank, Company and Bondholders	74
SECTION 12.06.	Waiver of Notice	74
SECTION 12.07.	Severability of Invalid Provisions	74
SECTION 12.08.	Notices	74
SECTION 12.09.	Evidence of Rights of Bondholders	77
SECTION 12.10.	Disqualified Bonds	77
SECTION 12.11.	Money Held for Particular Bonds	77
SECTION 12.12.	Funds	78
SECTION 12.13.	Payments Due on Days other than Business Days	78
SECTION 12.14.	Execution in Several Counterparts	78
SECTION 12.15.	Notices to Rating Agency	78
SECTION 12.16.	Governing Law	78

EXHIBIT A	Form of Floating Rate Bond
EXHIBIT B	Form of Fixed Rate Bond
EXHIBIT C	Requisition Form

iv

THIS TRUST INDENTURE, dated as of May 1, 2001, but effective as of the date of the last (by date) of the Acknowledgments attached hereto, by and between the UNION COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY (the “Authority”), a body corporate and politic and a public instrumentality of the Commonwealth of Pennsylvania organized and existing under the Act (which capitalized term and all other capitalized terms and phrases used in this Indenture, including the following recitals and granting clauses, shall have the meanings set forth in Section 1.01 of this Trust Indenture), and ALLFIRST BANK (the “Trustee”), a banking corporation duly organized and existing under the laws of the State of Maryland and authorized to accept and execute trusts of the character herein set out, acting through its corporate trust office located in Harrisburg, Pennsylvania, as trustee.

WITNESSETH:

WHEREAS, the Authority is authorized under the Act to acquire, hold, construct, improve, maintain, own, finance, lease in the capacity of lessor or lessee, or sell industrial, commercial and other projects for the public purpose of alleviating unemployment, maintaining employment at a high level and creating and developing business opportunities, by the construction, improvement, rehabilitation, revitalization and financing of industrial, commercial and specialized facilities in the Commonwealth; and

WHEREAS, the Authority, to accomplish the purposes of the Act, is empowered to extend credit to such employment promoting enterprises in the name of the Authority and in such manner as it may deem proper, for such consideration and upon such terms and conditions as the Authority shall deem reasonable; and

WHEREAS, the Company has requested that the Authority provide a portion of the funds to finance the Project; and

WHEREAS, the Authority has determined that it shall undertake the financing of the Project pursuant to the provisions and requirements of the Act; and

WHEREAS, the Authority has, by resolution of its Board duly adopted on November 21,2000, authorized the issuance of the Bonds for the purpose of financing a portion of the costs of the Project; and

WHEREAS, the Company has caused Allfirst Bank to deliver an irrevocable letter of credit to the Trustee, under which the Trustee shall draw funds with which to pay the principal, interest, purchase price and redemption price of the Bonds as the same become due and payable upon maturity, optional redemption, sinking fund redemption, tender for purchase or acceleration upon an event of default, all as more fully set forth herein and in the Bonds; and

WHEREAS, the Company shall reimburse the Bank for all amounts drawn under the Letter of Credit pursuant to the Letter of Credit Agreement; and

WHEREAS, the Authority has entered into the Loan Agreement with the Company, wherein the Authority will loan the proceeds of the Bonds to the Company and wherein the Company agrees, among other things, to make certain loan payments to the Authority, all as set forth in the Loan Agreement; and

WHEREAS, the Authority has determined to assign, transfer and pledge unto the Trustee, as trustee under this Indenture, all right, title and interest of the Authority in and to the Loan Agreement and sums payable thereunder, except the Unassigned Authority’s Rights; and

WHEREAS, the Authority is authorized by the Act to borrow money, and the Authority deems it necessary to borrow money under and pursuant to provisions of this Indenture for the purposes of, among other things, financing the costs and expenses of the Project (all in accordance with applicable law) and of carrying out its obligations under the terms of the Loan Agreement, and, for that end, the Authority has duly authorized and directed the issuance, sale and delivery of the Bonds to be issued as fully registered bonds; and to secure payment of the principal thereof and the interest and premium, if any, thereon and the performance and observance of the covenants and conditions herein contained, the Authority has authorized the execution and delivery of this Indenture; and

WHEREAS, execution and delivery of this Indenture and the issuance of the Bonds hereunder and under the Act have been duly and validly authorized by resolution of the Board of the Authority duly adopted prior to such execution and delivery; and

WHEREAS, all acts and things necessary to make the Bonds, when authenticated by the Trustee and issued as in this Indenture provided, valid, binding and legal obligations of the Authority in accordance with their terms, and to constitute this Indenture a valid and binding agreement for the security of the Bonds, have been done and performed.

2

GRANTING CLAUSES AND AGREEMENTS

NOW, THEREFORE, in consideration of the premises and the acceptance by the Trustee of the trusts hereby created and of the purchase and acceptance of the Bonds issued and sold by the Authority under this Indenture by those who shall own the same from time to time, and of the sum of one dollar, lawful money of the United States of America, duly paid to the Authority by the Trustee at or before the execution and delivery of this Indenture, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and for the purpose of fixing and declaring the terms and conditions upon which the Bonds are to be executed, authenticated, issued, delivered and accepted by all Persons who shall from time to time be or become owners thereof, and in order to secure the payment of the principal of, premium (if any) and interest on, and purchase price of, the Bonds according to their tenor and effect and the performance and observance by the Authority of all the covenants expressed or implied herein and in the Bonds and the payment and performance of all other of the Authority’s obligations, the Authority does hereby grant, bargain, sell, convey, pledge and assign, without recourse, unto the Trustee and unto its successors in the trust forever, and grants to the Trustee and to its successors in the trust, a security interest in all of the following:

GRANTING CLAUSE FIRST

All right, title and interest of the Authority in and to the Loan Agreement and the security granted thereunder and under the Collateral Documents and the Bond Documents, other than the Unassigned Authority’s Rights, including, but not limited to (i) the obligation of the Company under Section 3.03 of the Loan Agreement to make payments at such times and in such amounts as are necessary to pay the principal of, interest on, and redemption premium, if any, with respect to the Bonds and the purchase price thereof when due and payable upon tender of the Bonds for purchase in accordance with their terms, (ii) the present and continuing right to make claim for, collect, receive and receipt for any of the sums, amounts, income, revenues, issues and profits and any other sums of money payable or receivable under the Loan Agreement, the Collateral Documents and the other Bond Documents (except for amounts payable in respect of the Unassigned Authority’s Rights), (iii) the present and continuing right to bring actions and proceedings thereunder or for the enforcement thereof, and (iv) the present and continuing right to do any and all things which the Authority is or may become entitled to do under the Loan Agreement, the Collateral Documents and the other Bond Documents.

GRANTING CLAUSE SECOND

All right, title and interest of the Authority in and to all money and securities from time to time held by the Trustee under the terms of this Indenture; provided, however, that in consideration of the issuance of the Letter of Credit by the Bank, the Authority hereby grants a security interest in the Project Fund to the Bank in order to secure payment of the obligations of the Company under the Letter of Credit Agreement, the rights of the Bank therein being subject and subordinate to the rights of the Trustee and the holders of the Bonds so long as any amount due in respect of the Bonds remains unpaid.

3

GRANTING CLAUSE THIRD

Any and all other property rights and interests of every kind and nature from time to time hereafter by delivery or by writing of any kind granted, bargained, sold, alienated, demised, released, conveyed, assigned, transferred, mortgaged, pledged, hypothecated or otherwise subjected hereto, as and for additional security herewith, by the Company or any other Person on its behalf or with its written consent or by the Authority or any other Person on its behalf or with its written consent, and the Trustee is hereby authorized to receive any and all such property at any and all times and to hold and apply the same subject to the terms of this Indenture.

THE BONDS AND THE AUTHORITY’S COVENANTS UNDER THIS INDENTURE ARE SPECIAL, LIMITED OBLIGATIONS OF THE AUTHORITY, PAYABLE SOLELY FROM THE REVENUES AND OTHER MONEY PLEDGED THEREFOR DESCRIBED HEREIN AND IN THE LOAN AGREEMENT, AND ARE NOT IN ANY MANNER GENERAL OBLIGATIONS OF THE AUTHORITY OR OBLIGATIONS OF ANY KIND OF THE COMMONWEALTH OF PENNSYLVANIA OR ANY POLITICAL SUBDIVISION THEREOF, AND NEITHER THE GENERAL CREDIT OF THE AUTHORITY NOR THE GENERAL CREDIT OR THE TAXING POWER OF THE COMMONWEALTH OF PENNSYLVANIA OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED FOR THE PAYMENT OF THE BONDS OR THE PERFORMANCE OF THE AUTHORITY’S COVENANTS UNDER THIS INDENTURE.  NEITHER THE BONDS NOR THIS INDENTURE SHALL BE OR BE DEEMED AN OBLIGATION OF THE COMMONWEALTH OF PENNSYLVANIA OR ANY POLITICAL SUBDIVISION THEREOF.  THE OBLIGATION TO REIMBURSE THE BANK FOR DRAWS MADE UNDER THE LETTER OF CREDIT AND OTHER OBLIGATIONS UNDER THE LETTER OF CREDIT AGREEMENT ARE SOLELY OBLIGATIONS OF THE COMPANY.

TO HAVE AND TO HOLD all and singular the Trust Estate with all privileges and appurtenances hereby conveyed and assigned, or agreed or intended so to be, to the Trustee and its successors in trust, forever.

IN TRUST NEVERTHELESS, under and subject to the terms and conditions hereinafter set forth, (a) for the equal benefit, protection and security of the owners of any and all of the Bonds, all of which regardless of the time or times of their issuance or maturity shall be of equal rank, without preference, priority or distinction of any of the Bonds over any other thereof, except as otherwise provided in or pursuant to this Indenture, (b) for securing the observance and performance of the Authority’s obligations and all other conditions, promises, stipulations, agreements, terms and provisions of this Indenture and the uses and purposes herein expressed and declared, and (c) for the benefit of the Bank.

PROVIDED, HOWEVER, that if the Authority, its successors or assigns, well and truly pays, or causes to be paid, the principal of the Bonds issued hereunder and the premium (if any) and interest due or to become due thereon, and the purchase price due and payable upon tender thereof, at the times and in the manner mentioned in the Bonds and as provided herein, according to the true intent and meaning thereof, and shall cause the payments to be made into the Bond Fund as required under Article VI of this Indenture, or shall provide, as permitted

4

hereby, for payment thereof in accordance with Article XI of this Indenture, and shall well and truly keep, perform and observe all of the covenants and conditions pursuant to the terms of this Indenture and all other of the Authority’s obligations to be kept, performed and observed, and shall pay or cause to be paid to the Trustee all sums of money due or to become due in accordance with the terms and provisions of this Indenture, then upon such final payments or deposits as provided in Article XI of this Indenture, and upon the termination of the Loan Agreement, the right, title and interest of the Trustee in and to the Trust Estate shall cease, terminate and be void, and the Trustee shall thereupon assign, transfer, and turn over the Trust Estate to the Bank; provided, that if the Trustee shall have received written evidence from the Bank that all obligations of the Company under the Letter of Credit Agreement have been satisfied and that the Letter of Credit Agreement has been terminated, or if no Bank shall then exist, the Trust Estate shall be assigned, transferred and turned over to the Company; and the Trustee shall execute and deliver to the Authority, the Bank and the Company, as appropriate, such instruments in writing as shall be requisite to evidence such transfer of the Trust Estate.  Upon the Trustee’s assignment, transfer and turning over to the Bank or the Company, as appropriate, of the Trust Estate pursuant to the provisions of Article XI of this Indenture, the Trustee shall have no further duties, responsibilities or obligations under and pursuant to this Indenture, except as may be provided in said Article.

AND IT IS EXPRESSLY DECLARED that all Bonds issued and secured hereunder are to be issued, authenticated and delivered and all of the Trust Estate hereby pledged is to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes hereinafter expressed, and the Authority has agreed and covenanted and intending to be legally bound does hereby agree and covenant with the Trustee and with the respective Owners from time to time of the Bonds, or any part thereof as follows:

5

ARTICLE I

DEFINITIONS: CONTENT OF CERTIFICATES AND OPINIONS; TIME OF DAY

SECTION 1.01.  Definitions.  Unless the context otherwise requires, the terms and phrases defined in this Section shall, for all purposes of this Indenture, the recitals to, this Indenture, any indenture supplemental to this Indenture and any certificate, opinion or other document herein mentioned, have the meanings specified in this Article.

“Accountant” means any firm of independent certified public accountants (not an individual) selected by the Company and acceptable to the Bank.

“Act” means the Economic Development Financing Law of the Commonwealth, the Act of August 23,1967, P.L.  251, as amended and supplemented, 73 P.S.  §§371 et seq.

“Additional Payments” means any payments required to be made by the Company pursuant to the Loan Agreement which are not required to be (i) applied to the payment of scheduled debt service on the Bonds or (ii) reimbursed to the Bank for money drawn on the Letter of Credit to pay debt service on the Bonds.

“Administrative Expenses” means those expenses of the Authority and the Bank which are properly chargeable to the Company on account of the Bonds and the Bond Documents as administrative expenses under Generally Accepted Accounting Principles and include, without limiting the generality of the foregoing, the following: (a) fees and expenses of the Trustee, the Tender Agent, the Authority, the Bank and the Placement and Remarketing Agent; and (b) fees and expenses of professional advisors to the Authority, the Bank, the Trustee, the Tender Agent and the Placement and Remarketing Agent reasonably necessary and fairly attributable to the Project, the Project Facilities or the Bonds, including without limiting the generality of the foregoing, fees and expenses of counsel to the Authority, the Trustee, the Tender Agent, the Bank or the Placement and Remarketing Agent.

“Authority” means the Union County Industrial Development Authority, an industrial and commercial development authority organized and existing under the Act, and its successors and assigns.

“Authority Board” means the governing body of the Authority at any given time.

“Authority Officer” means the Chairman, Vice Chairman, Secretary or Assistant Secretary of the Authority and, when used with reference to an act or document, also means any other Person authorized by resolution of the Authority to perform such act or sign such document.

“Authorized Representative” means with respect to the Company, the President or a Vice President of the Company, or any other Person designated as an Authorized Representative of the Company by a Certificate of the Company signed by the Secretary or Assistant Secretary of the Company and filed with the Trustee.

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“Available Money” means (i) money derived from drawings under the Letter of Credit, (ii) money held by the Trustee in funds and accounts established under this Indenture for a period of at least one hundred twenty-four (124) days and not commingled with any money so held for less than said one hundred twenty-four (124) day period, provided that during and prior to such period no petition in bankruptcy was filed by or against the Company or the Authority under the Bankruptcy Code or any applicable state bankruptcy or insolvency law, unless such petition was dismissed and all applicable appeal periods have expired without an appeal having been filed, (iii) investment income derived from the investment of money described in clauses (i) or (ii) of this definition, or (iv) any other money, if the Trustee and the Bank have received an opinion of Bankruptcy Counsel to the effect that payment of the principal, interest, purchase price or redemption price of the Bonds, as applicable, with such money would not, in the event of bankruptcy of the Authority, the Company, any affiliate of the Company or other payor, constitute a voidable preference under the Bankruptcy Code or any applicable state bankruptcy or insolvency law.

“Bank” means, initially, Allfirst Bank, a state chartered banking corporation organized under the laws of the State of Maryland, with an office located in Baltimore, Maryland, as issuer of the Letter of Credit, and its lawful successors and assigns in that capacity, and, if a Substitute Letter of Credit is issued and outstanding, the issuer of such Substitute Letter of Credit and its lawful successors and assigns in that capacity.

“Bankruptcy Code” means the Federal Bankruptcy Code, 11 U.S.C. §101 et seq., as amended and supplemented from time to time.

“Bankruptcy Counsel” means Counsel experienced in matters relating to the Bankruptcy Code who is not unacceptable to the Trustee.

“Bond Counsel” means Rhoads & Sinon LLP, Harrisburg, Pennsylvania, or such other attorney at law or firm of attorneys at law of nationally recognized standing in matters pertaining to bonds issued by states and their political subdivisions (including the status of the interest paid thereon for federal income tax purposes), duly admitted to the practice of law before the highest court of any state, district or territory of the United States of America.

“Bond Documents” means any or all of the Loan Agreement, this Indenture, the Tender Agent Agreement, the Placement and Remarketing Agreement, and all documents, certificates and instruments executed in connection therewith.

“Bond Fund” means the fund created in Section 6.01 of this Indenture.

“Bond Register” means the books and records, whether in printed or electronic form, maintained by the Bond Registrar for the purpose of recording ownership, transfer of ownership, and exchange of Bonds.

“Bond Registrar” means, initially, the Trustee or the Tender Agent, acting in the capacity of bond registrar or co-bond registrar for the Bonds, and, if at any time another bank, bank and trust company, trust company or national banking association shall be appointed by the Authority to succeed the Trustee or the Tender Agent in such capacity, such successor bond registrar for the Bonds.

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“Bonds” means the Variable Rate Demand/Fixed Rate Revenue Bonds (Stabler Companies Inc.  Project), Series of 2001, of the Authority authorized to be issued under this Indenture in the aggregate principal amount of $8,465,000.

“Business Day” shall mean any day other than (i) a Saturday or Sunday, or (ii) a legal holiday on which banking institutions in the city in which the Designated Office of the Trustee is located, or the city in which the principal office of the Bank is located are authorized or required by law to close, or (iii) a day on which the New York Stock Exchange is closed; provided, however, that on or prior to the Conversion Date, any day on which banking institutions in the city in which the Delivery Office of the Tender Agent is located are authorized or required by law to close shall also not be a “Business Day.”

“Certificate,” “Statement,” “Request,” “Requisition,” and “Order” means (a) with respect to the Authority, a written certificate, statement, request, requisition or order signed in the name of the Authority by an Authority Officer, or (b) with respect to the Company, a written certificate, statement, request, requisition or order signed by an Authorized Representative of the Company.  Any such instrument and supporting opinions or representations, if any, may, but need not, be combined in a single instrument with any other instrument, opinion or representation, and the two or more so combined shall be read and construed as a single instrument.  If and to the extent required by Section 1.02 of this Indenture, each such instrument shall include the statements provided for in such Section 1.02.

“Certified Resolution of the Authority” means a copy of a resolution of the Authority Board certified by the Secretary or the Assistant Secretary of the Authority, or other officer serving in a similar capacity, under its corporate seal, to have been duly adopted by the Authority Board and to be in full force and effect as of the date of such certification.

“Certified Resolution of the Company” means a copy of the resolution or other appropriate action of the Company certified by the Secretary or Assistant Secretary of the Company, under its corporate seal, to have been duly adopted by the Board of Directors of the Company or an appropriate committee thereof and to be in foil force and effect as of the date of such certification.

“Clearing Fund” means the fund established by that name pursuant to Section 3.03 of this Indenture.

“Closing Date” means May 2,2001, or such other date which shall be the date of the execution and delivery of the Loan Agreement and the other Bond Documents and the issuance and delivery of the Bonds.

“Code” means the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunder.

“Collateral” means all of the rights and assets of the Company or any other Person in which the Authority or the Trustee is now or hereafter granted a lien or security interest to secure the performance of (i) the Company’s obligations under the Loan Agreement or any of the Bond Documents or (ii) the obligations of the Authority hereunder or under the Bonds.

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“Collateral Documents” means all documents (if any) executed and delivered or to be executed and delivered under which the Authority or the Trustee is granted a lien or security interest in any of the rights and assets of the Company or any other Person in order to secure the performance of the Company’s obligations under the Loan Agreement or any other Bond Documents or the obligations of the Authority hereunder or under the Bonds.

“Commonwealth” means the Commonwealth of Pennsylvania.

“Company” means Stabler Companies Inc., a Pennsylvania corporation with its principal office at 635 Lucknow Road, Harrisburg, PA 17110.

“Completion Date” means the date of completion of the Project, as that date shall be certified as provided in Section 2.03 of the Loan Agreement.

“Conversion Date” means the Business Day on or after June 1,2001, selected as the day on which the interest rate on the Bonds shall be converted from the Floating Rate to the Fixed Rate pursuant to the exercise of the Conversion Option.

“Conversion Option” means the option granted to the Company in Section 5.01 of this Indenture, pursuant to which the interest rate on the Bonds may be converted from the Floating Rate to the Fixed Rate as of the Conversion Date.

“Cost” or “Costs” means any cost in respect of the Project permitted to be financed with proceeds of the Bonds under the Act and the Code.

“Counsel” means an attorney-at-law or law firm (who may be counsel for the Company or for the Authority) not unsatisfactory to the Trustee.

“Country” means the County of Union, Pennsylvania.

“Debt Service Requirements” means, with respect to the Bonds and with reference to a particular, specified period:

(a)amounts required to be paid into any mandatory sinking fund (or to applied to optional redemption of Bonds at the direction of the Bank) account for Bonds during such period; and

(b)amounts needed to pay the principal of Bonds maturing during such period and not to be redeemed prior to maturity from amounts on deposit in any mandatory sinking fund or similar bond redemption or retirement account; and

(c)interest payable on Bonds during such period, excluding capitalized interest and interest payable from amounts on deposit with the Trustee and available for payment thereof.

“Delivery Office” means the office of the Tender Agent designated by it in the Tender Agent Agreement as the place where Bonds shall be tendered for purchase or such other office of the Tender Agent as it may from time to time designate for such purpose by written

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notice to the Owners of Bonds, the Trustee, the Bank, the Placement and Remarketing Agent and the Authority.

“Demand Purchase Notice” means a notice delivered pursuant to subparagraph (i) of Section 5.04 of this Indenture.

“Demand Purchase Option” means the option granted to Owners of Bonds to require that Bonds be purchased prior to the Conversion Date in accordance with the terms and conditions set forth in Section 5.04 of this Indenture.

“Designated Office” means, with respect to the Trustee, its corporate trust office in the City of Harrisburg, Pennsylvania or such other office (or offices) of the Trustee as the Trustee may from time to time designate by written notice to the Owners of the Bonds, the Bank, the Placement and Remarketing Agent and the Authority as the place (or places) at which Bonds may be presented or surrendered for payment upon maturity or redemption or for exchange or registration of the transfer of ownership.

“Determination Date” means, with respect to any Floating Rate Bonds, each Friday or, if such Friday is not a Business Day, the next succeeding Business Day.

“Determination of Taxability” means, with respect to any Bond, a determination that interest thereon must be included in the gross income of the Holder thereof (if such Holder is other than a “substantial user” of the Project Facilities or a “related person” to such a “substantial user,” within the meaning of Section 147(a) of the Code); a “Determination of Taxability” shall be deemed to have been made upon the earliest of any of the following dates:

(i)the date on which the Company files with the Trustee a statement to the effect that an Event of Taxability has occurred, if such statement is supported by one or more tax schedules, returns or documents that disclose that such an Event of Taxability has occurred;

(ii)the date on which the Company or the Trustee is advised by private ruling, technical advice or any other written communication from any authorized official of the Internal Revenue Service that, based upon any filing of the Company or any other person or entity, or upon any review or audit of the Company or any other person or entity, or upon any other grounds whatsoever, an Event of Taxability has occurred;

(iii)the date on which the Trustee or the Company is advised that a court of competent jurisdiction has issued a final order, declaration, ruling or judgment to the effect that an Event of Taxability has occurred;

(iv)the date on which the Trustee receives written notice from any owner of Bonds that such owner has received a written assertion or claim by any authorized official of the Internal Revenue Service that an Event of Taxability has occurred; or

(v)the date on which the Trustee is notified that the Internal Revenue Service has issued any private ruling, technical advice or any other written

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communication, with or to the effect that an Event of Taxability has occurred with respect to the Bonds;

provided, however, that (a) no Determination of Taxability described in either clause (i) or clause (v) of this definition shall be deemed to have occurred unless the Trustee shall have received a written opinion of Bond Counsel who is satisfactory to the Bank and the Company and not unsatisfactory to the Trustee, in form and substance satisfactory to the Bank and the Company and not unsatisfactory to the Trustee, to the effect that an Event of Taxability has occurred; and (b) no Determination of Taxability described in any of clauses (i), (ii), (iii), (iv) or (v) of this definition shall be deemed to have occurred until 180 days shall have elapsed from the date described in such clause above without such Determination of Taxability having been rescinded or canceled.

“DTC” means The Depository Trust Company.

“Event of Default” means any of the events specified in Section 8.01 of this Indenture.

“Event of .Taxability” means, with respect to any Bond, a change of law or regulation, or the interpretation thereof, or the occurrence of any other event or the existence of any other circumstances (including without limitation the fact that any representations or warranties of the Company or the Authority made in connection with the issuance of the Bonds is or was untrue or that a covenant of the Company has been breached) that has the effect of causing interest payable on any Bond to be included in gross income for federal income tax purposes under Section 103 of the Code other than by reason that such interest (i) is included in the gross income of an owner or former owner of any Bond while such owner or former owner is or was a “substantial user” or a “related person” to a “substantial user” (as such terms are used in Section 147(a)(l) of the Code) of the Project Facilities or (ii) is deemed an item of tax preference, including without limitation an item subject to any alternative minimum tax.

“Fiscal Year” means the period of twelve (12) consecutive months beginning January 1 of each year, or such other period of twelve consecutive months established by the Company as its fiscal year.

“Fixed Rate” means the interest rate in effect on any Bonds from and after the Conversion Date, as said rate is determined in accordance with Section 2.02(D) of this Indenture.

“Fixed Rate Bonds” means Bonds which bear interest at the Fixed Rate.

“Fixed Rate Period” means the period during which the Bonds bear interest at the Fixed Rate.

“Floating Rate” means a variable rate of interest equal to the minimum interest rate necessary, in the sole judgment of the Placement and Remarketing Agent, to sell the Bonds on the applicable Determination Date at a price equal to the principal amount thereof, exclusive of any accrued interest, as such rate of interest is determined for each Weekly Period, beginning with the Weekly Period commencing on the Series Issue Date and ending with the Weekly

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Period ending on the day preceding the Conversion Date, in accordance with Section 2.02(C) of this Indenture.

“Floating Rate Bonds” means Bonds which bear interest at the Floating Rate.

“Generally Accepted Accounting Principles” means those accounting principles applicable in the preparation of financial statements of business corporations or governmental authorities, as appropriate, as promulgated by the Financial Accounting Standards Board or such other body recognized as authoritative by the American Institute of Certified Public Accountants or any successor thereto.

“Government Obligations” means direct obligations of (including obligations issued or held in book entry form), or obligations the principal of and interest on which are unconditionally guaranteed as to full and timely payment by, the United States of America.

“Indenture” means this Indenture, as originally executed or as it may be supplemented, modified or amended from time to time by any Supplemental Indenture or Supplemental Indentures.

“Interest Payment Date” means, with respect to the Bonds, (a) prior to the Conversion Date, the first day of every calendar month, commencing June 1, 2001, or.  if such day is not a Business Day, the next succeeding Business Day, and (b) from and after the Conversion Date, the first day of the sixth month following the Conversion Date and each anniversary thereof and the first day of the twelfth month following the Conversion Date and each anniversary thereof, commencing on the first of such dates to occur following the Conversion Date.

“Investment Securities” means any of the following which at the time are legal investments under the laws of the Commonwealth for the money held under this Indenture then proposed to be invested:

(i)Government Obligations;

(ii)bonds, debentures, notes or other evidences of indebtedness issued by any agency or other governmental or other government-sponsored agencies which may be hereafter created by the United States of America, provided, however, that the full and timely payment of the securities issued by each such agency or government sponsored agency is secured by the full faith and credit of the United States of America;

(iii)certificates of deposit of, or time deposits in, any bank (including the Trustee) or savings and loan association having securities rated at the time of purchase or acquisition in one of the three highest rating categories of Moody’s or S&P;

(iv)certificates which evidence ownership of the right to the payment of the principal of and interest on obligations described in clauses (i) or (ii) of this definition, provided that such obligations are held in the custody of a bank or trust company acceptable to the Trustee in a special account separate from the general assets of such custodian;

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(v)obligations which are rated at the time of purchase in one of the two highest rating categories of Moody’s and the interest on which is not included in gross income for federal income tax purposes and the timely payment of the principal of and interest on which is fully provided for by the deposit in trust or escrow of cash or obligations described in clauses (i) or (ii) of this definition;

(vi)guaranteed investment contracts or other similar financial instruments with a commercial bank, insurance company or other financial institution whose long term debt obligations are rated at the time of purchase in one of the three highest rating categories by Moody’s;

(vii)any investment approved in writing by the Bank and each Rating Agency, if any, then maintaining a credit rating on the Bonds;

(viii)securities of the type described in clauses (i) or (ii) of this definition purchased under or otherwise subject to an agreement by a registered broker/dealer subject to the Securities Investors Protection Corporation jurisdiction or a financial institution insured by the Federal Deposit Insurance Corporation to purchase the same from the Trustee on a future date or dates at a determinable price, if such broker/dealer or financial institution has an uninsured, unsecured and unguaranteed obligation rating at the time of purchase of “PI” or “A-3” or better by Moody’s and “A-l” or “A-” or better by S&P, provided: (1) a master repurchase agreement or specific written repurchase agreement governs the transaction; (2) the obligations are held by the Trustee (or an independent third party acting solely as agent for the Trustee, provided that such third party agent (A) is a Federal Reserve Bank or a bank that is a member of the Federal Deposit Insurance Corporation and has combined capital, surplus, and undivided profits of not less than $50,000,000 and (b) has provided written confirmation to the Trustee that it holds such securities solely as agent for the Trustee and free of any lien or claims of any third party) free and clear of any lien or claims by a third party; (3) a perfected security interest under the Uniform Commercial Code or the book-entry procedures prescribed at 31 CFR 306.1 et seq.  or 31 CFR 350.0 et seq.  is created in such securities for the benefit of the Trustee (or for the benefit of such independent third party as agent for the Trustee); and (4) the applicable repurchase agreement provides that the underlying securities shall be valued at least monthly and that the fair market value of the underlying securities in relation to the amount of the repurchase obligation, including principal and interest, shall at all times of valuation be equal to at least 103%, failing which the Trustee shall be authorized to sell the underlying securities;

(ix)money market funds investing in Investment Securities of the kind specified in clauses (i) or (ii) of this definition and repurchase agreements with respect to such kinds of Investment Securities, including any proprietary mutual fund of the Trustee or for which the Trustee or an affiliate of the Trustee serves as financial advisor or provides other services and receives reasonable compensation therefor;

(x)commercial paper that is rated at the time of purchase in the single highest classification, “A-1+” by S&P and “P-l” by Moody’s, and that matures not more that 270 days after the date of purchase; and

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(xi)any other investment, security or obligation constituting a permitted investment under applicable law for the particular funds involved, provided that the Bank and each Rating Agency (if any) then maintaining a credit rating on the Bonds consent to the investment of such funds in such security or obligation.

“Issuance Costs” means costs of issuing or carrying the Bonds, including underwriter’s spread or Placement and Remarketing Agent’s placement fee; fees of bond counsel, underwriter’s or Placement and Remarketing Agent’s counsel, issuer’s counsel, company counsel and other specialized counsel incurred in connection with the issuance of the Bonds or the borrowing of the proceeds thereof by the Company; financial advisor fees incurred in connection with the borrowing; rating agency fees, trustee fees, paying agent and certifying and authenticating agent fees related to issuance of the Bonds; accountant fees related to issuance of the Bonds; printing costs (for the Bonds and of preliminary and final offering or disclosure materials); costs incurred in connection with the required public approval process (including costs for advertising public hearings and meetings and conducting the same); and costs of engineering and feasibility studies necessary to the issuance of the Bonds (as opposed to such studies related solely to completion of the Project, and not to the financing), but not bond insurance premiums or credit enhancement fees to the extent that the same are qualified to be treated as interest expense under federal tax regulations relating to tax-exempt bonds.

“Letter of Credit” means the irrevocable direct pay letter of credit issued by the Bank pursuant to the provisions of the Letter of Credit Agreement, or, in the event of delivery of a Substitute Letter of Credit, such Substitute Letter of Credit.

“Letter of Credit Agreement” means the Letter of Credit Agreement dated for convenience as of May 1, 2001, by and among the Company and Allfirst Bank, as issuer of the initial Letter of Credit, as the same may be amended or supplemented, and any other, similar agreement subsequently entered into by the Company and the Bank in connection with the issuance of any Substitute Letter of Credit, and all amendments and supplements thereto, whichever shall at the time be in effect.

“Letter of Credit Termination Date” means the later of (i) the date upon which the Letter of Credit shall expire or terminate pursuant to its terms, or (ii) the date to which the expiration or termination of the Letter of Credit may be extended, from time to time, either by extension or renewal of the existing Letter of Credit or the issuance and delivery of a Substitute Letter of Credit to the Trustee.

“Loan Agreement” means the Loan Agreement, dated for convenience as of May 1, 2001, between the Authority and the Company, together with all supplements thereto made and delivered in accordance with the terms and provisions thereof and of this Indenture.

“Mandatory Tender Date” means a date upon which Bonds are subject to mandatory tender in accordance with terms of Section 5.03 hereof.

“Mandatory Tender Notice” means the notice required to be given in connection with a mandatory tender of Bonds in accordance with provisions of Section 5.03 hereof.

“Maturity Date” means, with respect to the Bonds, May 1, 2022.

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“Maximum Rate” means the lesser of (i) twelve percent (12%) per annum or (ii) the highest rate permitted by applicable law.

“Moody’s” means Moody’s Investors Service, a corporation organized and existing under the laws of the State of Delaware, its successors and assigns, or, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, any other nationally recognized securities rating agency designated by the Authority with the approval of the Company.

“Net Proceeds.” when used with respect to any insurance proceeds or any condemnation award (including any amount received as consideration for a deed in lieu of condemnation), means the amount remaining after deducting all expenses (including attorneys’ fees and disbursements) incurred in the collection of such proceeds or award from the gross amount of such insurance proceeds or condemnation award.

“Obligation Termination Date” means the date on which the Bank delivers to the Trustee a certificate to the effect that all obligations owing to the Bank under the Letter of Credit Agreement have been paid in full.

“Officers’ Certificate” means, with respect to the Authority, a certificate duly executed by its Chairman, Vice Chairman, Secretary, Assistant Secretary, Treasurer, Assistant Treasurer or Authorized Officer under its corporate seal and, with respect to the Company, a certificate duly executed by an Authorized Representative of the Company, whether or not under its corporate seal.

“Opinion of Counsel” means a written opinion of Counsel selected by the Authority, the Company or the Trustee, as the context shall indicate.  If and to the extent required by the provisions of Section 1.02 of this Indenture, each Opinion of Counsel shall include in substance the statements provided for in such Section 1.02.

“Optional Tender Date” means a date upon which Bonds are subject to tender for purchase at the option of the Holders thereof in accordance with provisions of Section 5.04 hereof.

“Outstanding” means, when used as of any particular time with reference to Bonds and subject to the provisions of Section 12.10, all Bonds theretofore, or thereupon being, authenticated and delivered by the Trustee under this Indenture, except (1) Bonds theretofore canceled by the Trustee or surrendered to the Trustee for cancellation; (2) Bonds with respect to which all liability of the Authority shall have been discharged in accordance with Section 11.02, including Bonds (or portions of Bonds) referred to in Section 12.10; and (3) Bonds for the transfer or exchange of which, or in lieu of or in substitution for which, other Bonds shall have been authenticated and delivered by the Trustee pursuant to this Indenture.

“Owner,” “Holder” or “Bondholder” means, with respect to any Bond, the Person in whose name ownership of such Bond is registered on the Bond Register.

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“Person” means an individual, corporation, firm, association, partnership, trust, or other legal entity or group of entities, including a governmental entity or any agency or political subdivision thereof.

“Placement and Remarketing Agent” means Allfirst Bank;

“Placement and Remarketing Agreement” means the Bond Placement and Remarketing Agreement, dated May 2, 2001, by and among the Authority, the Company and the Placement and Remarketing Agent, relating to the initial placement of, and subsequent remarketing of, the Bonds by the Placement and Remarketing Agent with one or more initial purchasers thereof

“Pledge Agreement” means (i) the Pledge and Security Agreement dated for convenience as of May 1, 2001, by and between the Bank and the Company, as the same may be amended or supplemented, or (ii) any similar agreement subsequently entered into by the Company and the issuer of a Substitute Letter of Credit, and all amendments and supplements thereto, whichever shall at the time be in effect.

“Pledged Bonds” means any Bonds which shall, at the time, be held in pledge for the benefit of the Bank by the Pledged Bonds Custodian pursuant to the Pledge Agreement.

“Pledged Bonds Custodian” means the Tender Agent, acting as custodian for the Pledged Bonds under the terms and conditions of the Pledge Agreement, or such other bank or bank and trust company at the time serving as successor to the Tender Agent in such capacity.

“Project” means:  (1) the installation of a 450 to 500 ton per hour aggregate (stone based paving and related materials manufacturing) crushing plant at the quarrying facilities owned and operated by Stabler Companies Inc.  (the “Beneficiary”), on the Project Property; (2) the installation of a 400 ton per hour drum mix asphalt plant at the same location and (3) the payment of a portion of the costs and expenses of such financing, together with any additional undertakings to be financed in whole or in part with the proceeds of the Bonds under the terms and conditions set forth in Section 5.04 of the Loan Agreement or any amendment or supplement to the Loan Agreement duly executed in accordance with the terms hereof and of the Loan Agreement.

“Project Facilities” means, collectively, the Project Property, the building, fixtures, equipment, machinery and other facilities located or to be located on the Project Property, including the improvements, equipment, furnishings and other property acquired, constructed, installed, purchased or refinanced, in whole or in part, with the proceeds of the Bonds as part of the Project.

“Project Fund” means the fund established by that name pursuant to Article VI of this Indenture.

“Purchase Date” means (a) with respect to the mandatory tender of Bonds for purchase in connection with an exercise of the Conversion Option, the date established as the Conversion Date in accordance with the provisions of Section 5.01, (b) with respect to any mandatory tender for purchase pursuant to Section 5.03 in connection with the delivery of a

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Substitute Letter of Credit, the Substitution Date, and (c) with respect to an optional tender for purchase of a Floating Rate Bond by the Owner thereof, the Business Day designated by such Owner as the date for purchase of such Bond (or the designated portion thereof) in the Demand Purchase Notice delivered in accordance with Section 5.04.

“Purchase Price” means an amount equal to 100% of the principal amount of any Bond tendered or deemed tendered for purchase pursuant to Sections 5.01, 5.03 or 5.04 of this Indenture, plus accrued and unpaid interest thereon to the applicable Purchase Date.

“Project Property” means that certain parcel or those certain parcels of real property in the Township of Buffalo, Union County, Pennsylvania, as more fully described in the Loan Agreement, the Letter of Credit Agreement and the Collateral Documents.

“Rating Agency” means Moody’s, when the Bonds are rated by Moody’s, and S&P, when the Bonds are rated by S&P.

“Rebate Consultant” shall mean a firm of investment bankers, a financial advisory firm, a law firm, a certified public accountant, or a firm of certified public accountants which is not unsatisfactory to the Company, the Authority or the Trustee and which is experienced in the calculation of amounts required to be rebated to the United States under Section 148(f) of the Code.

“Rebate Fund” means the fund by that name established pursuant to the provisions of Section 6.13 of this Indenture.

“Record Date” means, with respect to any Interest Payment Date on or prior to the Conversion Date, the Business Day next preceding such Interest Payment Date and, with respect to any Interest Payment Date after the Conversion Date, the fifteenth (15th) calendar day next preceding such Interest Payment Date.

“Placement and Remarketing Agent” means, initially, Allfirst Bank, in its capacity as Placement and Remarketing Agent for the Bonds under the terms of the Indenture, and from time to time such other Person or Persons, singly or collectively, as may have been duly appointed by the Company and approved in writing by the Authority to serve as Placement and Remarketing Agent or successor Placement and Remarketing Agent for the Bonds and at the time serving in such capacity.

“Placement and Remarketing Agreement” means the Placement and Remarketing Agreement, dated for convenience as of May 1, 2001, by and between the Company and Allfirst Bank, with respect to the remarketing of Bonds tendered for purchase in accordance with this Indenture, as the same may be amended or supplemented, and any other, similar agreement subsequently entered into between the Company and the Placement and Remarketing Agent, and all amendments and supplements thereto, whichever shall at the time be in effect.

“Revenues” means all amounts received by the Authority, or by the Trustee for the account of the Authority, pursuant or with respect to the Loan Agreement, and all amounts received by the Authority or by the Trustee with respect to the Letter of Credit, including without limiting the generality of the foregoing, payments under the Loan Agreement (including both

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timely and delinquent payments and late charges, irrespective of the source from which paid), prepayments, insurance proceeds, condemnation proceeds, and all interest, profits or other income derived from the investment of amounts in any fund or account established pursuant to this Indenture (exclusive of the Rebate Fund).

“Series Issue Date” means May 2,2001, i.e., the date on which the Bonds are issued and delivered to the original purchasers) in exchange for the purchase price thereof.

“S&P” means Standard & Poor’s Corporation, a division of The McGraw-Hill Companies, its successors and assigns, or, if such organization shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, such securities rating agency as shall be designated by the Authority with the approval of the Company.

“Special Interest Payment Date” means, with respect to the payment of any overdue interest on Bonds, the date established by the Trustee for the payment of such overdue interest.

“Special Record Date” means the record date for the payment of overdue interest on Bonds established by notice mailed by the Trustee on behalf of the Authority not less than fifteen (15) days preceding such Special Record Date and not less than twenty (20) days, but not more than thirty (30) days, prior to the Special Interest Payment Date.  Such notice shall be mailed to the Persons in whose name the Bonds are registered at the close of business of the Trustee on the fifth (5th) day preceding the date of mailing.

“Substitute Bank” means a commercial bank, bank and trust company, national bank, savings and loan association or savings bank organized and doing business in the United States or a branch or agency of a foreign commercial bank located and doing business in the United States and subject to regulation by state or federal banking regulatory authorities.

“Substitute Letter of Credit” means a letter of credit delivered to the Trustee in accordance with Section 4.07 of the Loan Agreement (i) issued by the Bank or a Substitute Bank the long-term unsecured debt of which shall then have been assigned a credit rating by Moody’s of not lower than the lower of the then current rating on the Bonds and “Aa3,” (ii) replacing any existing Letter of Credit, (iii) dated no later than the date of the expiration or replacement of the Letter of Credit for which the same is to be substituted, (iv) stated to expire on a date which is at least ten (10) days after an Interest Payment Date for the Bonds, and (v) issued with substantially identical terms and conditions as the then existing Letter of Credit, except that the stated amount of the Substitute Letter of Credit shall equal the sum of (A) the aggregate principal amount of Bonds at the time Outstanding, plus (B) an amount equal to (i) prior to the Conversion Date, interest computed at the Maximum Rate on all Bonds at the time Outstanding for the minimum number of days required by Moody’s to maintain the then-current rating on the Bonds; and (ii) from and after the Conversion Date, interest for the minimum number of days required by the Rating Agency to maintain the then-current rating on the Bonds (or if the then current rating is a short-term rating, the comparable long-term rating), or, if there is no Rating Agency then maintaining a credit rating on the Bonds, for 210 days, computed at the Fixed Rate on all Bonds at the time Outstanding.

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“Substitution Date” shall mean the date on which the Company delivers a Substitute Letter of Credit to the Trustee in accordance with the terms and conditions of Section 4.07 of the Loan Agreement.

“Supplemental Indenture” means any indenture hereafter duly authorized and entered into between the Authority and the Trustee supplementing, modifying or amending this Indenture, but only if and to the extent that such Supplemental Indenture is specifically authorized hereunder.

“Tax Compliance Agreement” means the Tax Compliance Agreement and Certificate dated for convenience as of May 2, 2001, by and between the Authority, the Company, and the Trustee.

“Tender Agent” means Allfirst Bank, and its successors and any corporation resulting from or surviving any consolidation or merger to which it or its successors may be a party and any successor Tender Agent at the time serving as successor tender agent hereunder and under the Tender Agent Agreement.

“Tender Agent Agreement” means the Tender Agent Agreement dated for convenience as of May 1,2001, among the Company and the Tender Agent, as tender agent for the Bonds, as the same may be amended or supplemented, and any other, similar agreement subsequently entered into between the Company and the Tender Agent, and all amendments and supplements thereto which shall at the time be in effect.

“Trust Estate” means all property rights and interests transferred, assigned, or otherwise pledged to the Trustee and the Bank pursuant to the Granting Clauses of this Indenture, excluding, however, the money on deposit from time to time in the Rebate Fund pursuant to Section 6.13 of this Indenture.

“Trustee” means Allfirst Bank, as trustee, and its successors in the trust hereunder.

“Unassigned Authority’s Rights” means the Authority’s rights to receive payment of its Administrative Expenses and Additional Payments (to the extent payable directly to the Authority) and the Authority’s rights to indemnification.

“Undelivered Bonds” means any Bonds subject to purchase pursuant to Sections 5.01, 5.03 or 5.04 of this Indenture which the Owners have failed to deliver for purchase on the applicable Purchase Date in accordance with the terms and provisions of such Sections.

“United States” means the United States of America.

“Unremarketed Bonds” means Bonds which have been purchased pursuant to Sections 5.01,5.03 or 5.04 of this Indenture but which have not been remarketed.

“Weekly Period” means the seven-day period commencing on Friday and ending on and including Thursday of the following calendar week, except that the first Weekly Period with respect to the Bonds shall commence on the Series Issue Date and end on and include the

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following Thursday, and (ii) the last Weekly Period preceding a conversion of the interest rate on the Bonds from the Floating Rate to a Fixed Rate shall end on and include the last day prior to the Conversion Date.

SECTION 1.02.  Content of Certificates and Opinions.  The Trustee may, but shall not be obligated to, require that every certificate or opinion provided for in this Indenture with respect to compliance with any provision of this Indenture shall include (1) a statement to the effect that the Person making or giving such certificate or opinion has read such provision and the definitions herein relating thereto; (2) a brief statement as to the nature and scope of the examination or investigation upon which the certificate or opinion is based; (3) a statement to the effect that such Person has made or caused to be made such examination or investigation as is necessary, in such Person’s opinion, to enable such Person to express an informed opinion with respect to the subject matter referred to in the instrument to which such Person’s signature is affixed; (4) a statement of the assumptions upon which such certificate or opinion is based, and that such assumptions are reasonable; and (5) a statement as to whether, in the opinion of such Person, such provision has been complied with.

Any such certificate or opinion made or given by an officer of the Authority or the Company may be based, insofar as it relates to legal or accounting matters, upon a certificate or opinion of or representation by Counsel or an Accountant, unless such officer knows, or in the exercise of reasonable care should have known, that the certificate, opinion or representation with respect to the matters upon which such certificate or statement may be based, as aforesaid, is erroneous.  Any such certificate or opinion made or given by Counsel or an Accountant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Authority or the Company as the case may be) upon a certificate or opinion of or representation by an officer of the Authority or the Company, unless such Counsel or Accountant knows, or in the exercise of reasonable care should have known, that the certificate or opinion or representation with respect to the matters upon which such Person’s certificate or opinion or representation may be based, as aforesaid, is erroneous.  The same officer of the Authority or the Company, or the same Counsel or Accountant, as the case may be, need not certify to all of the matters required to be certified under any provision of this Indenture, but different officers, Counsel or Accountants may certify to different matters, respectively.

SECTION 1.03.  Time of Day.  In this Indenture and in the Bonds, all references to any time of the day shall refer to Eastern Standard Time or Eastern Daylight Saving Time, as in effect in the City of New York, New York, on such day, unless otherwise specified.

SECTION 1.04.  Interpretation.  (a)  Unless the context otherwise indicates, words expressed in the singular shall include the plural and vice versa and the use of the neuter, masculine, or feminine gender is for convenience only and shall be deemed to mean and include the neuter, masculine or feminine gender, as appropriate.

(b)Headings of Articles and Sections and the table of contents of this Indenture are solely for convenience of reference, do not constitute a part of this Indenture and shall not affect the meaning, construction or effect of this Indenture.

(c)All references herein to “Articles,” “Sections,” and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Indenture; the

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words “herein,” “hereof,” “hereby,” “hereunder,” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or subdivision of this Indenture.

(d)Whenever in this Indenture it is required that notice be provided to the Bank or that consent of the Bank be obtained, such provisions shall be effective only when (i) the Letter of Credit is in effect or (ii) the Bank, in its capacity as provider of the Letter of Credit, is the Owner of any Bonds.

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ARTICLE II

THE BONDS

SECTION 2.01.  Authorization of Bonds; Bonds Equally and Ratablvy Secured.  There is authorized for issuance under this Indenture, for the purpose of financing a portion of the costs of the Project, a single series of bonds, in the aggregate principal amount of $8,465,000, which shall be designated specifically as the Authority’s “Variable Rate Demand/Fixed Rate Revenue Bonds (Stabler Companies Inc.  Project), Series of 2001.” No additional bonds may be issued under this Indenture.

Subject to the terms of this Indenture with respect to any sinking, purchase, redemption or analogous fund or account, all Bonds issued and Outstanding shall in all respects be equally and ratably secured by this Indenture and the Trust Estate, without preference, priority or distinction on account of the date or dates thereof, the date or dates of registration or authentication thereof, the actual time or times of issuance thereof, or the maturity thereof, so that all Bonds at any time issued and Outstanding hereunder shall have the same right, lien and preference under and by virtue of this Indenture and shall be equally and ratably secured hereby.

SECTION 2.02.  Terms of Bonds; Interest on the Bonds.

(a)Denominations; Numbers; Dates; Certain Terms.  The Bonds shall be issued only in fully registered form and, prior to the Conversion Date, may be issued only in denominations of $100,000 principal amount or any integral multiple of $5,000 principal amount in excess of $100,000.  From and after the Conversion Date, the Bonds may be issued in denominations of $5,000 principal amount or any integral multiple of $5,000.  Unless the Authority shall otherwise direct, the Floating Rate Bonds shall be lettered “VR,” shall be numbered consecutively from 1 upward, without regard to denominations or maturity dates, and shall set forth on the face thereof, in the place provided for inserting the interest rate, the words “Weekly Floating Rate” or words to like effect, and the Fixed Rate Bonds shall be lettered “FR,” shall be numbered consecutively from 1 upward, without regard to denominations or maturity dates, and shall set forth on the face thereof, in the place provided for inserting the interest rate, the applicable Fixed Rate determined in accordance with the provisions of this Indenture.  All Bonds shall be dated as of the Series Issue Date, shall be stated to mature on the Maturity Date and shall be subject to redemption prior to maturity upon the terms and conditions set forth in the Bonds and in this Indenture.  The Floating Rate Bonds shall also be subject to tender for purchase upon the terms and conditions set forth in the Floating Rate Bonds and in this Indenture.

(b)Payment of Interest.  (i)  Interest on each of the Bonds shall be payable from the Interest Payment Date next preceding the date of registration and authentication of such Bond, unless: (a) such Bond is registered and authenticated as of an Interest Payment Date, in which event such Bond shall bear interest from such Interest Payment Date; or (b) such Bond is registered and authenticated after a Record Date (hereinafter defined) and before the next succeeding Interest Payment Date, in which event such Bond shall bear interest from such Interest Payment Date; or (c) such Bond is registered and authenticated on or prior to the Record Date next preceding the first Interest Payment Date following the Series Issue

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Date, in which event such Bond shall bear interest from the Series Issue Date, if such Bond is a Floating Rate Bond, or from the Conversion Date, if such Bond is a Fixed Rate Bond; or (d) as shown by the records of the Trustee (hereinafter defined), interest on such Bond shall be in default, in which event such Bond shall bear interest from the date to which interest was last paid on such Bond.

(ii)Interest on each of the Bonds shall be payable on each Interest Payment Date to the Person who is the Owner of such Bond as of the close of business of the Bond Registrar on the Record Date preceding the applicable Interest Payment Date, by check mailed to the address of such Owner as shown on the Bond Register; provided, however, that interest shall be paid on such Bond by wire transfer to an account of the Owner in the United States, if such Owner is the Bank, The Depository Trust Company or its nominee or a successor securities depository or if such Owner is the registered owner of Bonds in an aggregate principal amount of $1,000,000 or more and shall have made a written request for wire payment of interest to the Trustee at least fifteen (15) calendar days prior to the Interest Payment Date.  Such a request may state that it will remain in effect for subsequent interest payments until amended or revoked by written notice to the Trustee; provided, however, that no such request shall remain valid following a transfer of ownership of the Bond or Bonds to which it relates.  Any interest that is not timely paid or duly provided for shall cease to be payable to the Person in whose name such Bond is registered as of the regular Record Date for the payment of such interest, and shall be payable, on the Special Interest Payment Date established for payment of such interest, to the Person in whose name such Bond (or any Bond issued in exchange therefor or upon transfer thereof) is registered at the close of business of the Bond Registrar on the Special Record Date.

(c)Floating Rate.  (i)  All Bonds shall bear interest initially at the Floating Rate, subject to conversion on the Conversion Date to a Fixed Rate in accordance with the terms of Section 5.01.  The Floating Rate shall be determined for each Weekly Period as follows: No later than 9:30 a.m.  on each Determination Date, the Placement and Remarketing Agent shall determine the Floating Rate for the Weekly Period commencing on such Determination Date (or, if such Determination Date is not a Friday, then on the immediately preceding Friday) as the minimum interest rate necessary, in its sole judgment, to sell the Bonds on the Determination Date at a price equal to the principal amount thereof, exclusive of any accrued interest.  The Floating Rate shall be determined by the Placement and Remarketing Agent weekly and shall be effective on each Friday for the Weekly Period beginning on such day.  Anything herein to the contrary notwithstanding, the Floating Rate shall in no event exceed the Maximum Rate.

(ii)The Placement and Remarketing Agent shall advise the Trustee of the Floating Rate by telecopy to the Trustee no later than 10:30 a.m.  on each Determination Date.  Upon request of any Bondholder, the Placement and Remarketing Agent shall also notify such Bondholder of the Floating Rate so determined.

(iii)If for any reason the interest rate on the Bonds for any Weekly Period is not determined by the Placement and Remarketing Agent in accordance with (C)(i) above, or a court holds that the Floating Rate established in accordance with (C)(i) above is invalid or unenforceable, the Floating Rate for the Bonds shall be (a) for the first

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Weekly Period in which the Floating Rate is not so determined by the Placement and Remarketing Agent or is so held invalid or unenforceable, a rate per annum equal to the Floating Rate that was applicable to the Bonds for the immediately preceding Weekly Period and (b) for each Weekly Period thereafter, a rate per annum equal to 85% of the interest rate per annum for 30-day commercial paper having a rating of A-2/P-2 as reported in The Wall Street Journal on each Determination Date.

(iv)The determination of the Floating Rate shall be conclusive and binding upon the Owners of the Bonds, the Authority, the Trustee, the Placement and Remarketing Agent, the Company and the Bank, and no Owner of Bonds shall be given notice thereof, unless such Owner shall file with the Trustee a written request to receive notice of the Floating Rate so determined from time to time.

(d)Fixed Rate.  The Bonds shall bear interest at the Fixed Rate from and after the Conversion Date until the maturity of the Bonds.  The Fixed Rate shall be the fixed annual interest rate on the Bonds established by the Placement and Remarketing Agent as the minimum rate of interest at which the Placement and Remarketing Agent has received commitments on or prior to the fifth (5th) Business Day preceding the Conversion Date to purchase all the Outstanding Bonds on the Conversion Date at a price of par, without discount or premium (or, if the Company does not elect to rescind its election to exercise the Conversion Option after receiving notice from the Placement and Remarketing Agent that it has not obtained firm commitments to purchase all of the Bonds, as provided in Section 5.01, the fixed annual rate of interest at which the Placement and Remarketing Agent has obtained firm commitments to purchase Bonds at par).

(e)Computation of Interest.  All computations of interest at a Floating Rate shall be based on the actual number of days elapsed and a year of 365 or 366 days, as appropriate; and all computations of interest at the Fixed Rate shall be based on a 360-day year of twelve 30-day months.

(f)Place of Payment of Principal.  The principal of the Bonds, when due for payment upon maturity, upon any call for redemption, or upon a declaration of acceleration following an Event of Default, shall be payable upon surrender of the Bonds to the Trustee at its Designated Office.

(g)Place of Payment of Purchase Price.  The Purchase Price of Bonds, when due upon tender for purchase in accordance with the terms thereof and of this Indenture, shall be payable upon tender of the applicable Bonds to the Tender Agent at its Delivery Office.

(h)Payment in Lawful Money.  All payments of principal, interest, redemption price and purchase price with respect to the Bonds shall be payable in lawful money of the United States of America.

SECTION 2.03.  Execution of Bonds.  The Bonds shall be executed in the name and on behalf of the Authority with the manual or facsimile signature of its Chairman or Vice Chairman and attested by the manual or facsimile signature of its Secretary or Assistant

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Secretary, and the seal of the Authority shall be impressed or imprinted on the Bonds by facsimile or otherwise.  If any officer of the Authority who shall have signed or attested any of the Bonds shall cease to be such officer before the Bonds so signed or attested shall have been authenticated or delivered by the Trustee or issued by the Authority, such Bonds may nevertheless be authenticated, delivered and issued and, upon such authentication, delivery and issue, shall be as binding upon the Authority as though such officer had continued to be such officer.  Also, any Bond may be signed and attested on behalf of the Authority by any such individual who shall be the proper officer of the Authority on the actual date of execution or attestation of such Bond, although such individual was not or is not such officer of the Authority as of the date of the Bond.

SECTION 2.04.  Authentication.  (a)  The Authority hereby appoints the Trustee and the Tender Agent as co-authenticating agents for the Bonds.

(b)No Bond shall be valid or obligatory for any purpose or entitled to any security or benefit under this Indenture unless and until a certificate of authentication on such Bond, substantially in the form set forth in Exhibit A or B to this Indenture, as appropriate, shall have been duly executed by the Trustee or by the Tender Agent, acting as authenticating agent, and such executed certificate of authentication upon any such Bond shall be conclusive evidence that such Bond has been authenticated and delivered under this Indenture.  The certificate of authentication on any Bond shall be deemed to have been executed by the Trustee or the Tender Agent if signed by an authorized signatory of the Trustee or the Tender Agent, as the case may be, but it shall not be necessary that the same signatory execute the certificate of authentication on all of the Bonds.

(c)If any Bond is deemed tendered to the Tender Agent as provided in Sections 5.01,5.03 or 5.04 of this Indenture but is not physically delivered to the Tender Agent, the Authority shall execute and the Trustee or the Tender Agent shall authenticate a new Bond of like tenor as that deemed tendered.

SECTION 2.05.  Form of Bonds.  The Floating Rate Bonds and the certificate of authentication to be endorsed thereon shall be substantially in the forms set forth in Exhibit A attached hereto, with appropriate variations, omissions and insertions as permitted or required by this Indenture and applicable law.  The Fixed Rate Bonds and the certificate of authentication to be endorsed thereon shall be in substantially the forms set forth in Exhibit B attached hereto, with appropriate variations, omissions and insertions as permitted or required by this Indenture and applicable law.

SECTION 2.06.  Ownership of Bonds: Transfer of Ownership.  The Authority, the Trustee and the Tender Agent shall deem and treat the Person in whose name ownership of a Bond is registered upon the Bond Register as the owner of such Bond for all purposes and shall not be bound by any notice to the contrary.  A transfer of ownership of a Bond shall be recorded upon the Bond Register upon surrender of such Bond for transfer to the Trustee at its Designated Office, accompanied by a written instrument of transfer, in form and with guaranty of signature satisfactory to the Trustee or the Tender Agent, as appropriate, duly executed by the Owner of such Bond or such Owner’s duly authorized attorney or legal representative.

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Whenever any Bond shall be surrendered for transfer, the Authority shall execute and the Bond Registrar shall authenticate and deliver a new Bond or Bonds of the same tenor for a like aggregate principal amount.  The Bond Registrar shall require the Person requesting such transfer to pay any tax or other governmental charge required to be paid with respect to such transfer, and may in addition require the payment of a reasonable sum to cover expenses incurred by the Authority or the Bond Registrar in connection with such transfer.

During the Fixed Rate Period, the Bond Registrar shall not be required to transfer ownership of any Bond during the period beginning fifteen (15) calendar days before the mailing of notice of redemption calling the Bond or any portion of the Bond for redemption and ending on the redemption date.

SECTION 2.07.  Exchange of Bonds.  Bonds may be exchanged at the Designated Office of the Trustee for a like aggregate principal amount of Bonds of the same tenor of other authorized denominations.  The Trustee shall require the Bondholder requesting such exchange to pay any tax or other governmental charge required to be paid with respect to such exchange, and may in addition require the payment of a reasonable sum to cover expenses incurred by the Authority or the Trustee in connection with such exchange.

During the Fixed Rate Period, the Trustee shall not be required to exchange any Bond during the period beginning fifteen (15) calendar days before the mailing of notice of redemption calling the Bonds or any portion of the Bonds for redemption and ending on the redemption date.

SECTION 2.08.  Bond Registrar and Co-Bond Registrar.  The Trustee is hereby appointed the Bond Registrar of the Authority and the Tender Agent is hereby appointed the Co-Bond Registrar of the Authority.  The Trustee or the Tender Agent, as the case may be, will keep or cause to be kept sufficient books for the registration of ownership and transfer of ownership of the Bonds, which books shall at all times be open to inspection during regular business hours by the Authority, the Company, the Bank and the Placement and Remarketing Agent.  The Bond Registrar and any Co-Bond Registrar may establish reasonable regulations for the registration of transfer of the ownership of Bonds.

SECTION 2.09.  Temporary Bonds.  The Bonds may be issued in temporary form exchangeable for definitive Bonds when ready for delivery.  Any temporary Bond may be printed, lithographed or typewritten, shall be of such denomination as may be determined by the Authority, shall be in fully registered form without coupons and may contain such reference to any of the provisions of this Indenture as may be appropriate.  Every temporary Bond shall be executed by the Authority and be authenticated by the Trustee or the Tender Agent, as the case may be, upon the same conditions and in substantially the same manner as the definitive Bonds.  If the Authority issues temporary Bonds it will execute and deliver definitive Bonds as promptly thereafter as practicable, and thereupon the temporary Bonds may be surrendered for cancellation, in exchange therefor at the Designated Office of the Trustee, and the Trustee shall authenticate and deliver, in exchange for such temporary Bonds, an equal aggregate principal amount of definitive Bonds of like tenor in authorized denominations.  Until so exchanged, the temporary Bonds shall be entitled to the same benefits under this Indenture as definitive Bonds authenticated and delivered hereunder.

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SECTION 2.10.  Bond Mutilated.  Lost, Destroyed or Stolen.  If any Bond shall become mutilated, the Authority, at the expense of the Holder of said Bond, shall execute and the Trustee shall thereupon authenticate and deliver, a new Bond of like tenor in exchange and substitution for the Bond so mutilated, but only upon surrender to the Trustee of the Bond so mutilated.  Every mutilated Bond so surrendered to the Trustee shall be canceled by it and delivered to, or upon the order of, the Authority.  If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Authority and the Trustee and, if such evidence be satisfactory to both and indemnity satisfactory to them both shall be given, the Authority, at the expense of the Holder, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Bond of like tenor in lieu of and in substitution for the Bond so lost, destroyed or stolen (or if any such Bond shall have matured or shall be about to mature, instead of issuing a substitute Bond, the Trustee may pay the same without surrender thereof).  The Authority may require payment by the Holder of a sum not exceeding the actual cost of preparing each new Bond issued under this Section and of the expenses which may be incurred by the Authority and the Trustee in connection therewith.  Any Bond issued under the provisions of this Section in lieu of any Bond alleged to be lost, destroyed or stolen shall constitute an original, additional contractual obligation on the part of the Authority whether or not the Bond so alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be entitled to the benefits of this Indenture with all other Bonds secured by this Indenture.

SECTION 2.11.  Cancellation and Destruction of Surrendered Bonds.  All Bonds surrendered for payment or redemption and all Bonds purchased with money available for that purpose in any funds established under this Indenture, shall, at the time of such payment or redemption, be canceled and destroyed by the Trustee.  The Trustee shall deliver to the Authority certificates of destruction with respect to all Bonds destroyed in accordance with this Section.

SECTION 2.12.  Acts of Bondholders; Evidence of Ownership.  Any action to be taken by Bondholders may be evidenced by one or more concurrent written instruments of similar tenor signed or executed by such Bondholders or their legal representatives duly appointed in writing.  The fact and date of the execution by any Person of any such instrument may be proved by acknowledgment before a notary public or other officer empowered to take acknowledgements or by an affidavit of a witness to such execution.  Any action by the Holder of any Bond shall bind all future Holders of the same Bond in respect of any thing done or suffered by the Authority or the Trustee in pursuance thereof.

SECTION 2.13.  CUSIP Number.  The Authority, for the convenience of the Owners of Bonds, may cause CUSIP (Committee on Uniform Security Identification Procedures) numbers to be printed on the Bonds.  No representation shall be made as to the correctness or accuracy of such numbers, either as printed on such Bonds or as contained in any notice of redemption, and the Authority shall have no liability of any sort with respect thereto.  No reliance with respect to any redemption notices with respect to any Bond may be placed on the CUSIP identification number printed in such notices or on the Bond.

SECTION 2.14.  Book-Entry System for the Bonds.

(a)Notwithstanding the foregoing provisions of this Article, the Bonds shall initially be issued in the form of one fully-registered bond for the aggregate

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principal amount of the Bonds of each maturity, which Bonds shall be registered in the name of Cede & Co., as nominee of DTC.  Except as provided in paragraph (g) below, all of the Bonds shall be registered in the Bond Register in the name of Cede & Co., as nominee of DTC; provided that if DTC shall request that the Bonds be registered in the name of a different nominee, the Trustee shall exchange all or any portion of the Bonds for an equal aggregate principal amount of Bonds registered in the name of such nominee or nominees of DTC.  No person other than DTC or its nominee shall be entitled to receive from the Authority or the Trustee either a Bond or any other evidence of ownership of the Bonds, or any right to receive any payment in respect thereof, unless DTC or its nominee shall transfer record ownership of all or any portion of the Bonds on the Register in connection with discontinuing the book-entry system as provided in paragraph (g) below or otherwise.

(b)So long as any Bonds are registered in the name of DTC or any nominee thereof, all payments of the principal or redemption price of or interest on such Bonds shall be made to DTC or its nominee in accordance with the Letter of Representation on the dates provided for such payments under this Indenture.  Each such payment to DTC or its nominee shall be valid and effective to fully discharge all liability of the Authority or the Trustee with respect to the principal or redemption price of or interest on the Bonds to the extent of the sum or sums so paid.  In the event of the redemption of less than all of the Bonds outstanding of any maturity, the Trustee shall not require surrender by DTC or its nominee of the Bonds so redeemed, but DTC (or its nominee) may retain such Bonds and make an appropriate notation on the Bond certificate as to the amount of such partial redemption; provided that DTC shall deliver to the Trustee, upon request, a written confirmation of such partial redemption and thereafter the records maintained by the Trustee shall be conclusive as to the amount of the Bonds of such maturity which have been redeemed.

(c)The Authority and the Trustee may treat DTC (or its nominee) as the sole and exclusive owner of the Bonds registered in its name for the purposes of payment of the principal or redemption price of or interest on the Bonds, selecting the Bonds or portions thereof to be redeemed, giving any notice permitted or required to be given to Holders under this Indenture, registering the transfer of Bonds, obtaining any consent or other action to be taken by Holders and for all other purposes whatsoever; and neither the Authority nor the Trustee shall be affected by any notice to the contrary.  Neither the Authority nor the Trustee shall have any responsibility or obligation to any participant in DTC, any person claiming a beneficial ownership interest in the Bonds under or through DTC or any such participant, or any other person which is not shown on the Register as being a Holder, with respect to (1) the Bonds, (2) the accuracy of any records maintained by DTC or any such participant, (3) the payment by DTC or any such participant of any amount in respect of the principal or redemption price of or interest on the Bonds, (4) any notice which is permitted or required to be given to Holders under this Indenture, (5) the selection by DTC or any such participant of any person to receive payment in the event of a partial redemption of the Bonds, and (6) any consent given or other action taken by DTC as Holder.

(d)So long as the Bonds or any portion thereof are registered in the name of DTC or any nominee thereof, all notices required or permitted to be given to the Holders of such Bonds under this Indenture shall be given to DTC as provided in the Letter of Representation.

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(e)In connection with any notice or other communication to be provided to Holders pursuant to this Indenture by the Authority or the Trustee with respect to any consent or other action to be taken by Holders, DTC shall consider the date of receipt of notice requesting such consent or other action as the record date for such consent or other action, provided that the Authority or the Trustee may establish a special record date for such consent or other action.  The Authority or the Trustee shall give DTC notice of such special record date not less than fifteen (15) calendar days in advance of such special record date to the extent possible.

(f)At or prior to settlement for the Bonds, the Authority means and the Trustee shall execute or signify their approval of the Letter of Representation in substantially the form attached hereto as Exhibit D.  Any successor Trustee shall, in its written acceptance of its duties under this Indenture, agree to take any actions necessary from time to time to comply with the requirements of the Letter of Representation.

(g)The book-entry system for registration of the ownership of the Bonds may be discontinued at any time if either (1) after notice to the Authority and the Trustee, DTC determines to resign as securities depository for the Bonds, or (2) after notice to DTC and the Trustee, the Authority determines that continuation of the system of book-entry transfers through DTC (or through a successor securities depository) is not in the best interests of the Authority.  In either of such events (unless in the case described in clause (2) above, the Authority appoints a successor securities depository), the Bonds shall be delivered in registered certificate form to such persons, and in such maturities and principal amounts, as may be designated by DTC, but without any liability on the part of the Authority or the Trustee for the accuracy of such designation.  Whenever DTC requests the Authority and the Trustee to do so, the Authority and the Trustee shall cooperate with DTC in taking appropriate action after reasonable notice to arrange for another securities depository to maintain custody of certificates evidencing the Bonds.

(h)Anything herein to the contrary notwithstanding, so long as any Bonds are registered in the name of DTC or any nominee thereof, (i) in connection with any optional tender of such Bonds bearing interest at a Floating Rate, the beneficial owners of such Bonds are responsible for submitting the Demand Purchase Notice to the Placement and Remarketing Agent only (and if and as permitted by the Placement and Remarketing Agent, such Demand Purchase Notice may be submitted telephonically), and (ii) in the definitions of “Determination of Taxability” and “Event of Taxability” in Article I, the terms “Holder,” “Owner,” or “owner” (when used with reference to ownership of Bonds) shall be deemed to refer to the beneficial owners of such Bonds.

(i)Upon remarketing of Bonds in accordance with Section 5.07, payment of the purchase price thereof shall be made to DTC and no surrender of certificates is expected to be required.  Such sales shall be made through DTC participants (which may include the Placement and Remarketing Agent) and the new beneficial owners of such Bonds shall not receive delivery of Bond certificates.  DTC shall transmit payment to DTC participants, and DTC participants shall transmit payment to beneficial owners whose Bonds were purchased pursuant to a remarketing.  Neither the Authority, the Trustee nor the Placement and Remarketing Agent is responsible for transfers of payment to DTC participants or beneficial owners.

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(j)The provisions of this Section are nevertheless subject to the provisions of this Indenture relating to Pledged Bonds.

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ARTICLE III

ISSUANCE OF BONDS; APPLICATION OF PROCEEDS

SECTION 3.01.  Issuance of the Bonds.  At any time after the execution of this Indenture, the Authority may execute and the Trustee or the Tender Agent shall authenticate and, upon request of the Authority, deliver the Bonds in the aggregate principal amount of $8,465,000; provided, however, that the Trustee shall have received the duly executed Letter of Credit satisfying the terms and conditions of Section 4.06 of the Loan Agreement and such other instruments, documents and certificates as shall be required to be delivered to the Trustee as a condition of closing under the terms of the Placement Agreement.

SECTION 3.02.  Validity of Bonds.  The validity of the authorization and issuance of the Bonds is not dependent upon, and shall not be affected in any way by, any proceedings taken by the Authority or the Trustee with respect to, or in connection with, the Loan Agreement.  The recital contained in the Bonds that the same are issued pursuant to the Act and the Constitution and laws of the Commonwealth shall be conclusive evidence of their validity and of compliance with all provisions of law in their issuance.

SECTION 3.03.  Disposition of Proceeds of the Bonds and Other Amounts.  The Authority shall deposit or cause to be deposited with the Trustee, immediately upon receipt thereof, all proceeds derived from the sale of the Bonds, together with any money deposited by the Company as an equity contribution to the Project on the Closing Date.  The Trustee shall deposit all such amounts in a special fund which the Trustee is hereby directed to establish, to be known as the Clearing Fund, and in the following order the Trustee shall, from the proceeds of the Bonds and other money deposited to the Clearing Fund:

(a)Pay all costs of issuance of the Bonds (including, without limitation, the Authority’s fee and Administrative Expenses), to the Persons, for the purposes and in the amounts stated in the Closing Statement delivered to the Trustee on the Closing Date; provided, however, that the total costs of issuance paid from the proceeds of the Bonds (including any underwriting discount and any amounts paid from money in the Clearing Fund) shall not exceed an amount equal to two percent (2%) of the initial reoffering price of the Bonds (exclusive of accrued interest), all other costs of issuance to be paid from the amounts deposited by the Company to the Clearing Fund as an equity contribution to the Project.

(b)Reimburse the Company for Costs of the Project incurred and paid by the Company prior to the Closing Date, as set forth in the Closing Statement; provided, however, that reimbursement shall be made only for such costs as are Qualified Project Costs of the Project (as such term is defined in the Tax Compliance Agreement); and

(c)Deposit in the Project Fund the balance of the money in the Clearing Fund, after reserving amounts required to make the payments described in the immediately preceding subparagraphs.

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ARTICLE IV

REDEMPTION OF BONDS

SECTION 4.01.  Extraordinary and Mandatory Redemption.  The Bonds shall be subject to extraordinary and mandatory redemption prior to maturity as follows:

(a)Extraordinary Redemption.  The Bonds shall be subject to redemption by the Authority upon written direction of the Company in the event (1) the Project Facilities, or any portion thereof, are damaged or destroyed or taken in a condemnation proceeding or a deed of all or any part thereof as given in lieu of condemnation, as provided in Section 6.04 of the Loan Agreement, or (2) the Company shall exercise its option to cause the Bonds to be redeemed for any reason as provided in Section 9.02 of the Loan Agreement.  If called for redemption at any time pursuant to (1) or (2) above, the Bonds shall be subject to redemption by the Authority on any Interest Payment Date, in whole or in part, at a redemption price of one hundred percent (100%) of the principal amount thereof plus accrued interest to the redemption date.

(b)Mandatory Redemption.  The Bonds shall be subject to mandatory redemption as follows:

(i)in whole, on the Interest Payment Date immediately preceding the Letter of Credit Termination Date (as herein defined), at a redemption price equal to one hundred percent (100%) of the principal amount thereof plus accrued interest to the redemption date, if the Trustee shall not have received on or before the fifteenth (15th) calendar day prior to such Interest Payment Date a written commitment from the Bank or a Substitute Bank to issue a Substitute Letter of Credit to be effective on or before the Interest Payment Date immediately preceding the Letter of Credit Termination Date;

(ii)in whole or in part, on any Interest Payment Date, at a redemption price equal to one hundred percent (100%) of the principal amount thereof being redeemed plus accrued interest to the redemption date, if any proceeds of the sale of the Bonds remain on deposit in the Project Fund established under the Indenture upon completion of the Project, under the conditions specified in this Indenture;

(iii)in whole, on the earliest practicable date selected by the Trustee, after consultation with the Company, following the occurrence of a Determination of Taxability, as defined in the Indenture, but in no event later than one hundred eighty (180) days following the occurrence of such Determination of Taxability, at a redemption price equal to one hundred percent (100%) of the principal amount thereof plus accrued interest to the redemption date.

SECTION 4.02.  Optional Redemption.  The Bonds shall be subject to redemption by the Authority, at the option of the Company, at any time, in whole or in part, at the redemption price of 100% of the principal amount thereof being redeemed plus accrued interest to the redemption date; provided, however, that in connection with the remarketing of the Bonds on the Conversion Date, there may be established such redemption restrictions (including a no-

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call period and an optional redemption premium or premiums) as may be acceptable to the Company with respect to the Bonds bearing interest at a Fixed Rate and such restrictions shall be evidenced by an appropriate Supplemental Indenture.

Pursuant to the terms of the Letter of Credit Agreement, the Company has agreed to direct Bonds to be called for optional redemption on certain dates and in certain amounts.  The Bank and the Company may agree to modify the terms of, or discontinue, such agreement to direct the optional redemption of Bonds without notice to, or consent, of Bondholders.

Notwithstanding the foregoing, no such optional redemption shall occur after the Conversion Date unless there shall be available in the Bond Fund sufficient Available Money to pay all amounts due with respect to such a redemption.

SECTION 4.03.  Notice of Redemption.  So long as the Bonds are registered in the name of DTC or its nominee, the Trustee shall cause notice of any redemption of Bonds hereunder to be made in accordance with the Letter of Representation.

If at any time the book-entry-only system shall be discontinued, notice of the call for redemption, identifying the Bonds or portions thereof to be redeemed and the redemption price (including the premium, if any), shall be given by the Trustee by mailing a copy of the redemption notice by first class mail at least thirty (30) days (ten (10) days in the case of a mandatory redemption of Bonds in connection with a termination of the Letter of Credit) but not more than sixty (60) days prior to the date fixed for redemption to the Owner of each Bond to be redeemed in whole or in part at the address of such Owner as shown on the Bond Register.  Such notice shall contain such matters specified in the Bonds for the redemption thereof and shall state that such redemption is conditional upon the receipt of Available Money by the Trustee for such purpose on or prior to the redemption date.  Any notice mailed as provided in this Section shall be conclusively presumed to have been duly given, whether or not the Owner receives the notice.  The Trustee shall deliver a copy of any such redemption notice to the Tender Agent, to the Company and to the Placement and Remarketing Agent.

Any other provision of this Indenture to the contrary notwithstanding, the Authority or the Company may redeem Bonds tendered for purchase on the Conversion Date or a Substitution Date without necessity of notice of redemption being given to any Bondholder, so long as proper notice of mandatory tender of Bonds has been duly given.

SECTION 4.04.  Interest on Bonds Called for Redemption.  Upon the giving of notice of redemption as required by Section 4.03 and the deposit of Available Money with the Trustee, in an amount sufficient to redeem all Bonds so called for redemption, on or prior to the date fixed for redemption, as provided in this Article, interest on the Bonds or portions thereof so called for redemption shall no longer accrue after the date fixed for redemption.

SECTION 4.05.  Cancellation.  All Bonds which have been redeemed shall not be reissued but shall be canceled and destroyed by the Trustee in accordance with Section 2.11 of this Indenture.

SECTION 4.06.  Partial Redemption of Bonds.  (a)If less than all Bonds are to be redeemed, the particular Bonds or portions thereof to be redeemed shall be selected by the

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Trustee by lot or in such other manner as the Trustee shall deem fair and appropriate, subject, however, to the further provisions of this Section.

(b)Upon surrender of any Bond for redemption in part only, the Authority shall execute and the Trustee shall authenticate and deliver to the Owner thereof a new Bond or Bonds of like tenor of authorized denominations, in an aggregate principal amount equal to the unredeemed portion of the Bond surrendered.  If all or a portion of any Bond tendered for purchase pursuant to Section 5.04 of this Indenture has been selected by the Trustee for redemption, the Tender Agent, upon receipt of such tendered Bond, shall authenticate and redeliver only such portion of the tendered Bond as is not to be redeemed and shall deliver to the tendering Bondholder a copy of the applicable notice of redemption, indicating the portion of the Bond to be redeemed, and upon receipt of funds as provided herein, an amount representing the principal of and interest on the Bonds not called for redemption.  The principal of and interest accrued on the Bonds called for redemption shall be paid to such Bondholder on the redemption date.  The Tender Agent shall cancel the Bond or such portion thereof tendered for purchase and subject to redemption, and shall deliver a certificate evidencing such cancellation and the canceled Bond to the Trustee.

(c)(i)If a Floating Rate Bond is of a denomination larger than $100,000, a portion of such Bond (in any integral multiple of $5,000) may be redeemed, but a portion of a Bond shall be redeemed only if the remaining, unredeemed portion of such Bond is in the principal amount of $100,000 or any integral multiple of $5,000 in excess of $100,000.

(ii)If a Fixed Rate Bond is of a denomination larger than $5,000, a portion of such Bond, in any integral multiple of $5,000, may be redeemed.

(d)Notwithstanding anything to the contrary contained in this Indenture, whenever less than all Bonds are to be redeemed, those Bonds which are Pledged Bonds at the time of selection of Bonds for redemption shall be selected for redemption prior to the selection of any other Bonds.  If the aggregate principal amount of Pledged Bonds is less than the total amount of Bonds to be redeemed, the Trustee shall select Bonds, other than Pledged Bonds, for redemption in an aggregate principal amount equal to such excess in such manner as the Trustee in its discretion shall deem fair and appropriate.

SECTION 4.07.  Payment of Redemption Price with Available Money; Bank Consent to Optional Redemption Required.  Notwithstanding any provision to the contrary contained in this Indenture, the payment of the principal of, interest on and redemption premium, if any, with respect to the Bonds payable upon redemption thereof shall be made only from Available Money from the sources and in the order provided in Section 6.03 of this Indenture.

On the Business Day prior to each date fixed for redemption of Bonds, the Trustee shall draw on the Letter of Credit in an amount sufficient to pay the full redemption price of the Bonds then to be redeemed.

So long as the Bank is not in default under the Letter of Credit, no Bonds shall be called for optional redemption without the prior, written consent of the Bank.

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ARTICLE V

CONVERSION OPTION; PURCHASE AND REMARKETING OF BONDS

SECTION 5.01.  Conversion of Interest Rate on Conversion Date.  (a)The interest rate on the Bonds shall be converted from the Floating Rate to the Fixed Rate upon the Company’s exercise of the Conversion Option in accordance with the provisions of this Section, and the Bonds shall be subject to mandatory tender for purchase by the Owners thereof on the Conversion Date.  To exercise the Conversion Option, the Company shall notify the Trustee, the Tender Agent, the Bank, the Authority and the Placement and Remarketing Agent at least thirty-five (35) days prior to the Conversion Date of its election to have the interest rate on the Bonds converted to the Fixed Rate, shall direct the Placement and Remarketing Agent to fix the proposed Conversion Date and notify the Trustee thereof, and shall direct the Trustee to deliver or mail, by first class mail, at least twenty (20) days but not more than thirty (30) days prior to the Conversion Date, to the Owner of each Bond at the address of such Owner as shown on the Bond Register, a notice stating, in substance, the following:

(i)the proposed Conversion Date;

(ii)the existing Letter of Credit will expire five (5) Business Days after the Conversion Date;

(iii)unless firm commitments for the purchase of all Outstanding Bonds have been received or a firm agreement to underwrite the sale of all Outstanding Bonds has been entered into, in either case on or prior to the fifth (5th) Business Day prior to the proposed Conversion Date, the Company has the option to rescind its election to convert the interest rate on the Bonds; and

(iv)unless the Company elects to rescind its election to convert the interest rate on the Bonds, all Bonds which have not been remarketed on or prior to the Conversion Date shall be subject to mandatory redemption on the Conversion Date pursuant to this Section 5.01.

No such notice may be given unless the Trustee first receives (i) an opinion of Bond Counsel to the effect that the proposed conversion of the interest rate on the Bonds will not cause the interest on the Bonds to be included in gross income of the Bondholders for federal income tax purposes, (ii) an executed, written commitment from the Bank or a Substitute Bank to issue a Substitute Letter of Credit to take effect on the Conversion Date in an amount not less than the aggregate principal amount of the Bonds to remain Outstanding following the Conversion Date plus interest thereon computed at the Fixed Rate for the minimum number of days required by the Rating Agency to maintain the then-current rating on the Bonds or, if there is no Rating Agency then maintaining a credit rating on the Bonds, for 210 days, together with the substantial form of such Substitute Letter of Credit, and (iii) a certificate of an Authorized Representative of the Company to the effect that each of the Company’s representations and warranties made in the Loan Agreement and in any other agreements or certificates given by the Company in connection with the issuance of the Bonds remain true and correct in all material respects as of the proposed

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Conversion Date.  Any notice given as provided in this Section shall be conclusively presumed to have been duly given, whether or not the Owner receives the notice.

(b)On or prior to the Conversion Date, Owners of Bonds shall be required to deliver their Bonds to the Tender Agent for purchase at the Purchase Price on the Conversion Date, and any Undelivered Bonds for the payment of the Purchase Price of which there has been irrevocably deposited in trust with the Trustee or the Tender Agent a sufficient amount of Available Money shall be deemed to have been purchased pursuant to this Section 5.01 and shall be deemed to be no longer Outstanding with respect to such prior Owners.

IN THE EVENT OF A FAILURE BY AN OWNER OF BONDS TO DELIVER ITS BONDS ON OR PRIOR TO THE CONVERSION DATE, SAID OWNER SHALL NOT BE ENTITLED TO ANY PAYMENT (INCLUDING ANY INTEREST TO ACCRUE ON OR SUBSEQUENT TO THE OPTIONAL CONVERSION DATE) OTHER THAN THE PURCHASE PRICE FOR SUCH UNDELIVERED BONDS, AND ANY UNDELIVERED BONDS SHALL NO LONGER BE ENTITLED TO THE BENEFITS OF THIS INDENTURE, EXCEPT FOR THE PURPOSE OF PAYMENT OF THE PURCHASE PRICE THEREFOR.

(c)Notwithstanding the foregoing provisions, if the Placement and Remarketing Agent has not obtained firm commitments for the purchase of all of the Outstanding Bonds on the Conversion Date or entered into or arranged a firm agreement to underwrite or place all of the Outstanding Bonds on the Conversion Date, in either case by the close of business on the fifth (5th) Business Day prior to the proposed Conversion Date, the Placement and Remarketing Agent shall give notice of that fact to the Company promptly and not later than 12:00 p.m.  on the following Business Day (the fourth Business Day prior to the proposed Conversion Date) and the Company, in that event and at its option, may rescind its election to exercise the Conversion Option by giving written notice of rescission to the Placement and Remarketing Agent, the Trustee and the Tender Agent by the close of business on the fourth (4th) Business Day prior to the proposed Conversion Date.  A copy of such notice of rescission promptly shall be given by the Company to the Bank, the Company shall direct the Trustee to notify the Owners of the Bonds of such rescission immediately, and the Bonds shall continue to bear interest at the Floating Rate until any subsequent Conversion Date selected in accordance with this Indenture.

(d)If the Company rescinds its election to exercise the Conversion Option in accordance with the terms of the foregoing paragraph, the Letter of Credit then in effect will remain in effect in accordance with its terms.

(e)The Bonds are subject to mandatory purchase in whole on the Conversion Date at a purchase price equal to 100% of the principal amount thereof being purchased, plus accrued interest to the Conversion Date; provided, however, that (i) all Pledged Bonds for which a commitment to purchase has not been received in connection with a conversion of the Bonds to the Fixed Rate shall be redeemed or otherwise paid by the Company on or before the Conversion Date; and (ii) no such mandatory purchase shall take place in the event the Company exercises its right to rescind the Conversion Option.

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SECTION 5.02.  Delivery of Bonds After Conversion Date.  At any time prior to the Record Date preceding the first Interest Payment Date following the Conversion Date, the Trustee or the Tender Agent, as the case may be, shall deliver Fixed Rate Bonds in the form of Exhibit B hereto.  Prior to the delivery by the Trustee of such Fixed Rate Bonds, there shall be filed with the Trustee a request and authorization to the Trustee, signed on behalf of the Authority by its Chairman, Vice Chairman, Secretary, Assistant Secretary or another officer duly authorized by resolution of the Authority, to authenticate and deliver the Fixed Rate Bonds, as executed by the Authority, to the purchasers thereof.  Such delivery shall be made by the Trustee or the Tender Agent, as the case may be, without making any charge therefor to the purchasers of such Bonds.

SECTION 5.03.  Mandatory Tender upon Delivery and Acceptance of a Substitute Letter of Credit.  Prior to the Conversion Date, the Bonds are subject to mandatory purchase in whole on the Substitution Date, at a purchase price equal to 100% of the principal amount thereof being purchased, plus accrued interest to the purchase date.  The Trustee shall deliver or mail by first class mail, at least ten (10) days but not more than thirty (30) days prior to the Substitution Date, a notice to the Owner of each Bond at the address of such Owner as shown on the Bond Register, stating, in substance, the following::

(i)the Substitution Date;

(ii)the existing Letter of Credit securing the Bonds will expire five (5) Business Days after the Substitution Date; and

(iii)if the Company satisfies the conditions precedent to delivery of a Substitute Letter of Credit, all Bonds shall be subject to mandatory purchase on the Substitution Date pursuant to this Section 5.03.

No such notice may be given unless the Company shall have satisfied the provisions of Section 4.07 of the Loan Agreement.  Any notice given as provided in this Section 5.03 shall be conclusively presumed to have been given, whether or not the Owner receives the notice.

On or prior to the Substitution Date, the Owners of the Bonds shall be required to deliver their Bonds to the Tender Agent for purchase at the Purchase Price, and any Undelivered Bond for which there has been irrevocably deposited in trust with the Trustee or the Tender Agent an amount of Available Money sufficient to pay the Purchase Price shall be deemed to have been purchased pursuant to this Section 5.03 and no longer Outstanding.

IN THE EVENT OF A FAILURE BY AN OWNER OF BONDS TO DELIVER ITS BONDS ON OR PRIOR TO THE SUBSTITUTION DATE, SAID OWNER SHALL NOT BE ENTITLED TO ANY PAYMENT (INCLUDING ANY INTEREST TO ACCRUE ON OR SUBSEQUENT TO THE SUBSTITUTION DATE) OTHER THAN THE PURCHASE PRICE FOR SUCH UNDELIVERED BONDS, AND ANY UNDELIVERED BONDS SHALL NO LONGER BE ENTITLED TO THE BENEFITS OF THIS INDENTURE.  EXCEPT FOR THE PURPOSE OF PAYMENT OF THE PURCHASE PRICE THEREFOR.

Notwithstanding the foregoing provisions, if by the close of business of the Trustee on the fifth Business Day prior to the proposed Substitution Date, the Company has not

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delivered to the Authority, the Trustee and the Placement and Remarketing Agent the items set forth in Section 4.07(i) through (iv) of the Loan Agreement, or if the Substitute Letter of Credit has not been issued and delivered to the Trustee by 10:00 a.m.  on the Substitution Date, the mandatory purchase of Bonds shall be rescinded and the Trustee shall notify the Owners of such rescission immediately and thereafter the Bonds shall continue to be secured by the existing Letter of Credit until its expiration or termination.

SECTION 5.04.  Demand Purchase Option.  Prior to the Conversion Date, any Bond shall be purchased at the Purchase Price from the Owner thereof upon:

(i)delivery by such Owner to the Tender Agent at its Delivery Office, to the Trustee at its delivery address provided in Section 12.08 hereof, and to the Placement and Remarketing Agent at its Principal Office, of a notice (the “Demand Purchase Notice”) (said notice to be irrevocable and effective upon receipt) which states (1) the aggregate principal amount and bond numbers of the Bonds to be purchased; and (2) the date on which such Bonds are to be purchased, which date shall be a Business Day not prior to the seventh (7th) day next succeeding the date of delivery of such notice and which date shall be prior to the Conversion Date; and

(ii)delivery to the Tender Agent at its Delivery Office at or prior to 10:00 a.m.  on the date designated for purchase in the applicable Demand Purchase Notice of such Bonds to be purchased, with an appropriate endorsement for transfer or accompanied by a bond power endorsed in blank.

Any Bond, as to which a Demand Purchase Notice has been delivered pursuant to subparagraph (i) of the first paragraph of this Section, must be delivered to the Tender Agent, as provided in subparagraph (ii) of the first paragraph of this Section, and any such Bond not so delivered (an “Undelivered Bond”), for which there has been irrevocably deposited in trust with the Trustee or the Tender Agent an amount of Available Money sufficient to pay the Purchase Price thereof, shall be deemed to have been purchased at the Purchase Price pursuant to this Section 5.04 and is deemed to be no longer Outstanding with respect to such tendering Owner.

IN THE EVENT OF A FAILURE BY AN OWNER OF BONDS TO DELIVER ITS BONDS AS SPECIFIED ABOVE, SAID OWNER SHALL NOT BE ENTITLED TO ANY PAYMENT (INCLUDING INTEREST TO ACCRUE ON OR SUBSEQUENT TO THE DATE DESIGNATED FOR PURCHASE IN THE APPLICABLE DEMAND PURCHASE NOTICE) OTHER THAN THE PURCHASE PRICE FOR SUCH UNDELIVERED BONDS, AND ANY UNDELIVERED BONDS SHALL NO LONGER BE ENTITLED TO THE BENEFITS OF THIS INDENTURE, EXCEPT FOR THE PAYMENT OF THE PURCHASE PRICE THEREFOR.

Notwithstanding the foregoing provisions, in the event any Bonds as to which the Owner thereof has exercised the Demand Purchase Option is remarketed to such Owner pursuant to the Placement and Remarketing Agreement, such Owner need not deliver such Bond to the Tender Agent as provided in subparagraph (ii) of the first paragraph of this Section, although such Bonds shall be deemed to have been delivered to the Tender Agent, redelivered to such Owner, and remarketed for purposes of this Indenture, including, without limitation, for purposes

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of adjusting the Floating Rate applicable to such Bond as provided in Section 2.02(C) of this Indenture.

SECTION 5.05.  Funds for Purchase of Bonds.  (a)On the date Bonds are to be purchased pursuant to Section 5.01, 5.03 or Section 5.04 of this Indenture, such Bonds shall be purchased at the Purchase Price only from the funds listed below.  Subject to the provisions of Section 6.12(b), funds for the payment of the Purchase Price shall be derived from the following sources in the order of priority indicated:

(i)money drawn by the Trustee under the Letter of Credit (in the event of a drawing on the Letter of Credit to fund payment of the Purchase Price of Bonds tendered pursuant to Section 5.03 of this Indenture, the Trustee shall draw on the existing Letter of Credit and not the Substitute Letter of Credit to fund such payment);

(ii)proceeds of the remarketing of the Bonds; and

(iii)any other money furnished to the Trustee or the Tender Agent and available for such purpose.

(b)Payment for the Bonds purchased pursuant to Section 5.01, 5.03 or 5.04 shall be made as follows:

(i)On the Business Day immediately preceding the applicable Purchase Date, the Trustee shall make a drawing pursuant to the Letter of Credit in respect of the Purchase Price of such Bonds.  In connection therewith, the Trustee shall prepare and present to the Bank the appropriate certificates required under the Letter of Credit by 11:00 a.m. at least one Business Day prior to the Purchase Date, so that payment of the draw shall be made by the Bank by Noon on the Purchase Date.

(ii)By not later than 10:00 a.m.  on the Purchase Date, the Placement and Remarketing Agent shall give notice in writing to the Bank, the Trustee and the Tender Agent, specifying:

(1)The total principal amount of Bonds, if any, remarketed by it; and

(2)The names of the Persons to whom such Bonds were sold and are to be registered, each such Person’s address and social security number or taxpayer identification number, the denominations in which replacement Bonds are to be prepared, and any other appropriate registration and transfer instructions.

(iii)There is hereby established with the Tender Agent a special fund to be designated the “Bond Purchase Fund” and therein two separate and segregated accounts to be designated the “Remarketing Account” and the “Bank Account.” An amount equal to the proceeds received by the Trustee pursuant to a draw under the Letter of Credit shall be transferred by the Trustee in immediately available funds to the Tender Agent for deposit in the Bank Account no later than 12:30 p.m.  on the applicable Purchase Date.  By not later than

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1:00 p.m.  on each Purchase Date, the Tender Agent shall give notice to the Placement and Remarketing Agent of the amount deposited in the Bank Account on such date.

(iv)By not later than 11:00 a.m.  on each Purchase Date, the Placement and Remarketing Agent shall do the following:

(1)transfer to the Bank an amount equal to the lesser of (i) the proceeds of the remarketing of Bonds tendered or deemed tendered on such Purchase Date or (2) the amount deposited in the Bank Account on such Purchase Date;

(2)transfer to the Tender Agent for deposit in the Remarketing Account the remainder (if any) of the proceeds of such remarketing of Bonds;

(3)give notice to the Tender Agent of the amount of remarketing proceeds transferred to the Bank; and

(4)give notice to the Company of the total principal amount of Unremarketed Bonds, if any.

(v)The Tender Agent shall pay the Purchase Price to the tendering Bondholders from the amounts on deposit in the Bank Account to the extent available.  If amounts on deposit in the Bank Account are insufficient, the Tender Agent shall make up any such deficiency from amounts on deposit in the Remarketing Account.

(vi)The Bank shall give confirmation to the Tender Agent and the Trustee by 4:00 p.m.  on the applicable Purchase Date of its receipt of the remarketing proceeds described in Section 5.05(b)(iv) of this Indenture.

SECTION 5.06.  Delivery of Purchased Bonds.  (a)Remarketed Bonds shall be delivered by the Tender Agent, at its Delivery Office, to or upon the order of the purchasers thereof.

(b)Unremarketed Bonds purchased with funds drawn under the Letter of Credit shall be delivered by the Tender Agent to the Pledged Bonds Custodian or otherwise upon the order of the Bank pursuant to the Pledge Agreement.

(c)Unremarketed Bonds purchased with money described in Section 5.05(a)(iii) of this Indenture (if any) shall, at the direction of the Company, be (i) delivered as instructed by the Company, or (ii) delivered to the Trustee for cancellation; provided, however, that any Bonds so purchased after the selection thereof by the Trustee for redemption shall be delivered to the Trustee for cancellation.

Bonds delivered as provided in this Section shall be registered in the manner directed by the recipient thereof.

SECTION 5.07.  Sale of Bonds by Placement and Remarketing Agent.  (a)  The Placement and Remarketing Agent shall offer for sale and use its best efforts to sell, as agent of the Company, all Bonds tendered or deemed tendered for purchase on each Purchase Date at the

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Purchase Price thereof and, if such Bonds are not sold on or before the Purchase Date, the Placement and Remarketing Agent shall continue, for a period not in excess of thirty (30) days thereafter, to use its best efforts to sell such Bonds.  Notwithstanding the foregoing, the Placement and Remarketing Agent shall not sell the Bonds to the Authority or the Company.

(b)Notwithstanding anything to the contrary herein, the Placement and Remarketing Agent shall use its best efforts to remarket any Bonds tendered or deemed tendered for purchase in such a manner that, immediately following the remarketing of any Bonds, at least one (1) Holder will own at least $200,000 in aggregate principal amount of Bonds.

(c)Nothing herein shall prohibit the Placement and Remarketing Agent from purchasing Bonds for its own account.

SECTION 5.08.  Delivery of Proceeds of Sale of Purchased Bonds; Delivery of Remarketed Pledged Bonds.  (a)Except in the case of the sale of any Pledged Bonds, the proceeds of the sale of any Bonds tendered or deemed tendered to the Tender Agent pursuant to Section 5.01, 5.03 or 5.04 of this Indenture, to the extent not required to reimburse the Bank under the Letter of Credit Agreement, shall be paid to or upon the order of the Trustee.

(b)In the event the Placement and Remarketing Agent shall have remarketed any Pledged Bonds, the Placement and Remarketing Agent shall pay the proceeds of sale of such Bonds to the Tender Agent, or shall cause the same to be paid to the Tender Agent, who shall then pay such proceeds to or upon the order of the Bank as reimbursement in respect of drawings under the Letter of Credit; provided, however, that any amounts so paid in excess of amounts then due to the Bank in respect of drawings under the Letter of Credit shall be paid by the Bank to or upon the order of the Company.  Upon receipt of such proceeds as reimbursement in respect of drawings under the Letter of Credit, the Bank shall give written notice to the Trustee of reinstatement of the Letter of Credit.

(c)Upon payment to the Bank of amounts received as proceeds of remarketing of Pledged Bonds, the Pledged Bonds Custodian, at the request and direction of the Company or the Placement and Remarketing Agent, shall deliver the remarketed Pledged Bonds to the Tender Agent, at its Delivery Office, for registration of transfer and delivery to the purchasers thereof in accordance with instructions from the Placement and Remarketing Agent; provided, however, that the Pledged Bonds Custodian shall not deliver such Pledged Bonds to the Tender Agent until it shall receive confirmation in writing from the Trustee or the Bank that the Letter of Credit has been reinstated in respect of the reimbursement made pursuant to subsection (b) above.

SECTION 5.09.  Duties of Trustee and Tender Agent with Respect to Purchase of Bonds.  (a)The Tender Agent shall hold all Bonds delivered to it pursuant to Sections 5.01, 5.03 or 5.04 of this Indenture in trust for the benefit of the respective Owners of Bonds which shall have so delivered such Bonds until money representing the Purchase Price of such Bonds shall have been delivered to or for the account of, or to the order of, such Owners of Bonds.  Upon delivery of money representing the Purchase Price of such Bonds to or for the account of, or to the  order of, such Owners of Bonds, the Tender Agent shall deliver all such

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Unremarketed Bonds, the funds for which shall have been obtained by a drawing under the Letter of Credit, to the Pledged Bonds Custodian pursuant to Section 5.06(b) of this Indenture for the purpose of perfecting the Bank’s security interest therein under the Pledge Agreement, unless the Bank shall direct the Tender Agent to deliver such Bonds to or upon the order of the Bank in accordance with Section 5.06 of this Indenture.

(b)The Trustee and the Tender Agent shall hold all money delivered to them pursuant to this Indenture for the purchase of Bonds in a separate account, in trust for the benefit of the Bank or, in the case of Remarketed Bonds, the purchasers of such Bonds, until the Bonds purchased with such money shall have been delivered to or for the account of the Pledged Bonds Custodian, to the Bank or to such other purchasers, as appropriate.

(c)The Tender Agent shall deliver to the Trustee, the Company and the Bank a copy of each notice delivered to it in accordance with Section 5.04 within two (2) Business Days following the receipt thereof.

(d)As soon as possible, but not later than the close of business on any date designated for purchase of Bonds in accordance with Section 5.04, the Tender Agent shall give notice to the Placement and Remarketing Agent and the Trustee specifying the principal amount of Bonds delivered or deemed delivered for purchase on such date.

(e)The Trustee shall draw money under the Letter of Credit in accordance with the terms thereof to the extent required by Sections 5.05 and 6.12 of this Indenture to provide for timely payment of the Purchase Price of Bonds.

SECTION 5.10.  No Purchases or Sales After Certain Defaults or After Issuance of a Notice of Redemption.  Anything in this Indenture to the contrary notwithstanding, (i) there shall be no purchases or sales of Bonds pursuant to Section 5.04 if there shall have occurred any Event of Default in respect of which the principal of all Bonds outstanding shall have been declared immediately due and payable pursuant to Section 8.02 and such declaration shall not have been annulled, and (ii) there shall be no purchases or sales pursuant to Section 5.04 of Bonds as to which the Trustee shall have given notice of a call for redemption pursuant to Section 4.03 of this Indenture if such notice shall not have been rescinded.  Nothing in this Section is intended to limit secondary trading or transfer of the Bonds.

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ARTICLE VI

REVENUES AND FUNDS

SECTION 6.01.  Creation of the Bond Fund.  There is hereby created and established with the Trustee a trust fund to be designated as the “Bond Fund.” Upon receipt of money pursuant to Section 6.02 of this Indenture, the Trustee shall deposit such money into the specified accounts of the Bond Fund, which amounts shall be used to pay when due the principal of.  interest on, and redemption premium, if any, with respect to the Bonds and the purchase price thereof, when due.

SECTION 6.02.  Payments into the Bond Fund.  There shall be deposited into the Bond Fund from time to time the following:

(a)any amount in the Project Fund directed to be paid into the Bond Fund in accordance with the provisions of Section 6.07 of this Indenture;

(b)any amount to be deposited into the Bond Fund pursuant to the provisions of Section 6.04 of this Indenture;

(c)all payments specified in Sections 3.03 and 3.05 of the Loan Agreement;

(d)any money received pursuant to the Collateral Documents;

(e)any money drawn under the Letter of Credit, which shall be deposited or credited (in the case of a draw to pay the Purchase Price) in a separate subaccount of the Bond Fund and shall not be commingled with any other money held by the Trustee;

(f)amounts, if any, held by the Trustee pursuant to Section 5.09 of this Indenture; and

(g)all other money received by the Trustee under and pursuant to any of the provisions of the Loan Agreement which is required to be paid into the Bond Fund or is accompanied by directions that such money be paid into the Bond Fund.

SECTION 6.03.  Use of Money in the Bond Fund.  Except as provided in Sections 5.05, 5.09 and 6.11 of this Indenture, money in the Bond Fund shall be used solely for the payment of the principal of, premium, if any, and interest on the Bonds, for the redemption of the Bonds prior to maturity and for payment of the Acceleration Price, as defined in Section 8.02 of this Indenture.  Subject to the provisions of Section 6.12(b) of this Indenture, funds for payment of the principal of, redemption premium, if any, and interest on the Bonds shall be derived from the following sources, in the order of priority indicated;

(i)first, money drawn by the Trustee under the Letter of Credit;

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(ii)second, money deposited into the Bond Fund which constitutes Available Money (other than money drawn by the Trustee under the Letter of Credit); and

(iii)third, any other money furnished to the Trustee and available for such purpose.

SECTION 6.04.  Deposit and Disbursement of Net Proceeds of Insurance or Condemnation.  The Trustee is authorized and directed to hold all Net Proceeds of insurance or condemnation awards (including any amount received as consideration for a deed in lieu of condemnation) with respect to the Project Facilities and to disburse such Net Proceeds in accordance with Article VI of the Loan Agreement.  If the Company directs that any portion of such Net Proceeds be applied to redeem Bonds, the Trustee shall deposit such Net Proceeds in a separate subaccount of the Bond Fund, and the Authority covenants and agrees to take and to authorize such action as may be requested by the Company to effect the redemption of Bonds in the amount specified by the Company on the earliest possible redemption date.

Appropriate evidence of the insurance coverage with respect to the Project Facilities required by the Loan Agreement shall be deposited with the Trustee as more fully set forth in Article VI of the Loan Agreement.

SECTION 6.05.  Project Fund.  There is hereby created and established with the Trustee a trust fund to be designated as the “Project Fund,” which shall be expended in accordance with the provisions of this Indenture and of the Loan Agreement.  The Project Fund shall consist of funds deposited therein, from time to time, pursuant to the provisions of this Indenture and applicable provisions of the Loan Agreement, for purposes of paying Qualified Project Costs (as such phrase is defined in the Tax Compliance Agreement) of the Project.

SECTION 6.06.  Payments into the Protect Fund; Disbursements.  The Project Fund shall initially consist of the money deposited therein pursuant to Section 3.03 of this Indenture, which shall be applied to pay Costs of the Project in the manner specified herein.  There shall also be deposited in the Project Fund from time to time the amounts (if any) required to be paid by the Company as and for an equity contribution to the Project under the terms of the Loan Agreement.

The Trustee is hereby authorized and directed to make disbursements from the Project Fund upon the receipt of requisitions substantially in the form of Exhibit C hereto, each signed by the Company and approved by the Bank.  The Trustee shall keep and maintain adequate records pertaining to the Project Fund and all disbursements therefrom, including a record of all requisitions.  Upon request of the Company, the Trustee shall furnish the Company with statements of account with respect to the Project Fund in such form as is customarily prepared by the Trustee.

All money and investments from time to time on deposit in the Project Fund shall be held by the Trustee in trust until withdrawn and disbursed in accordance with the provisions of this Section or until transferred to other funds and accounts created under this Indenture in accordance with the provisions hereof.

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SECTION 6.07.  Use of Money in the Project Fund Upon Default.  If the principal of the Bonds shall have become due and payable pursuant to Article VIII of this Indenture, any balance remaining in the Project Fund shall, without further authorization, (i) prior to the Obligation Termination Date, if any amounts are due and owing under the Letter of Credit Agreement, be transferred immediately to the Bank, as long as the Bank is not in default of its obligations under the Letter of Credit, or (ii) after the Obligation Termination Date, be transferred to the Bond Fund.

SECTION 6.08.  Use of Money in the Project Fund Upon Completion of the Project.  The completion of the Project and the payment or provision for payment of all Costs of the Project shall be evidenced by the filing of the certificate required by Section 2.03 of the Loan Agreement with the Trustee.  As soon as practicable and in any event not more than sixty (60) days following the date of receipt by the Trustee of the certificate referred to in the preceding sentence, any balance remaining in the Project Fund (except amounts the Company shall have directed the Trustee to retain for any Cost of the Project not then due and payable and amounts, if any, representing the unspent balance of the Company’s equity contribution to the Project) shall, without further authorization, be transferred by the Trustee into a separate subaccount within the Bond Fund.  Thereafter, the Trustee shall cause a mandatory redemption of the Bonds in accordance with the terms of Section 4.01(b)(2) of this Indenture.

The principal amount of Bonds to be so redeemed shall be such that the redemption price thereof shall not exceed the balance remaining in the Project Fund which has been so transferred to the Bond Fund.  On the date fixed for redemption of such Bonds, the Trustee (i) shall draw on the Letter of Credit in an amount sufficient to pay the full redemption price of the Bonds being redeemed, and (ii) reimburse the Bank for such drawing from the money on deposit in such separate subaccount within the Bond Fund.  If the sum transferred to the Bond Fund pursuant to this Section 6.08 is not sufficient to effect a mandatory redemption of the Bonds in accordance with the terms of Section 4.01(b)(2) of this Indenture, or if there are any excess funds remaining in the Bond Fund after such mandatory redemption, such funds shall be paid by the Trustee to the Bank on the next Interest Payment Date to reimburse the Bank for a drawing on the Letter of Credit effected pursuant to Section 6.12 of this Indenture.

SECTION 6.09.  Nonpresentment of Bonds.  If any Bond shall not be presented for payment when the principal shall become due upon maturity, upon the date fixed for redemption or otherwise, and if Available Money shall have been deposited with the Trustee or set aside by the Trustee for that purpose in an amount sufficient to pay the principal of such Bond and the premium, if any, payable upon redemption, together with all interest due thereon to the date of maturity or the date fixed for redemption, as the case may be, for benefit of the Owner of such Bond, all liability of the Authority to the Owner of such Bond for payment of such principal and interest and all liability of the Authority to the Owner of such Bond for payment of such premium, if any, forthwith shall cease, shall determine and shall be discharged completely.  Thereupon it shall be the duty of the Trustee to hold such fund or funds, without liability for interest, for benefit of the Owner of such Bond, who thereafter shall be restricted exclusively to such fund or funds for any claim of whatsoever nature hereunder or upon or with respect to such Bond.

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SECTION 6.10.  Money to be Held in Trust.  Except as otherwise provided in with respect to the Rebate Fund, all money required to be deposited with or paid to the Trustee for the account of any fund or account referred to in any provision of this Indenture or the Loan Agreement shall be held by the Trustee in trust, and (except for the money from time to time required to be deposited and maintained in the Rebate Fund) shall, while held by the Trustee, constitute part of the Trust Estate and be subject to the lien and security interest created hereby.

SECTION 6.11.  Repayment to the Bank and the Company from the Bond Fund, the Rebate Fund or the Project Fund.  Any amounts remaining in the Bond Fund, the Project Fund, the Rebate Fund or any other fund or account created hereunder after payment in full of the principal of, premium, if any, and interest on the Bonds, the fees, charges and expenses of the Trustee, unpaid Administrative Expenses and all other amounts required to be paid hereunder, including payment to the United States of America of the final installment of the Rebate Amount, if any, pursuant to Section 6.13 of this Indenture, shall be paid as soon as possible to the Bank, unless the Bank notifies the Trustee to the contrary in writing, in which case such amounts shall be paid directly to the Company.

SECTION 6.12.  Letter of Credit.  (a)The Authority shall cause the Company to deliver the Letter of Credit to the Trustee upon the date of issuance and delivery of the Bonds, in accordance with Section 4.06 of the Loan Agreement.  During the term of the Letter of Credit, the Trustee shall draw money under the Letter of Credit in accordance with the terms thereof (i) to pay the principal of the Bonds when due (whether by reason of maturity, redemption or acceleration) and to pay the interest on, and, to the extent the Letter of Credit covers same, redemption premium, if any, with respect to the Bonds when due, and (ii) to pay the Purchase Price of the Bonds tendered for purchase in accordance with the terms hereof and of the Bonds when due.  Within two (2) Business Days after the last Determination Date of each month, the Trustee shall give written notice (which notice shall be transmitted via facsimile) to the Company of the amount that the Trustee will draw under the Letter of Credit on the next Interest Payment Date.

(b)Notwithstanding any provision to the contrary which may be contained in this Indenture, including, without limitation, Section 6.12(a), (i) in computing the amount to be drawn under the Letter of Credit on account of the payment of the principal of, interest on, and, to the extent the Letter of Credit covers same, redemption premium, if any, on the Bonds, or the Purchase Price of Bonds tendered for payment in accordance with the terms hereof and of the Bonds, the Trustee shall exclude any such amounts in respect of any Bonds which are Pledged Bonds immediately prior to the date such payment is due, and (ii) amounts drawn by the Trustee under the Letter of Credit shall not be applied to the payment of the Purchase Price of any Bonds which are Pledged Bonds.

(c)The Letter of Credit shall terminate in accordance with its terms on the Letter of Credit Termination Date.  Upon such termination, the Trustee shall deliver the terminated Letter of Credit to the Bank, together with such certificates as may be required by the terms of the Letter of Credit.

SECTION 6.13.  Rebate Fund.  (a)The Trustee shall establish, hold and maintain a segregated fund or account designated as the “Rebate Fund” into which money shall

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be deposited from time to time in such amounts as shall be required by this Indenture for the purpose of providing for payment to the United States of any arbitrage rebate required to be paid with respect to the Bonds pursuant to Section 148(f) of the Code.  The Rebate Fund shall be held by the Trustee in trust, but separate and apart from all other funds and accounts established under this Indenture and from all other moneys of the Trustee, and all amounts in the Rebate Fund, including income earned from investment of amounts in the Rebate Fund, shall be held by the Trustee in trust, but free and clear of the lien of this Indenture.  The Rebate Fund shall be maintained until such time as the Trustee shall receive a written opinion of Bond Counsel or a certificate of a Rebate Consultant stating, in effect, that all required payments of arbitrage rebate with respect to the Bonds have been made to the United States.  Any money remaining on deposit in the Rebate Fund after all such required rebate payments have been made, as evidenced by such opinion or certificate, shall be paid over to the Company upon written request of an Authorized Representative of the Company or as such Authorized Representative may direct.

(b)Any money on deposit in the Rebate Fund may be invested by the Trustee at the written direction of the Company exclusively in Government Obligations.  The Trustee shall maintain records of the date and amount of each deposit and of each investment made in the Rebate Fund.

(c)The Authority shall, or shall cause the Company to, engage a Rebate Consultant to furnish to the Trustee from time to time, as hereinafter set forth, written reports setting forth:

(i)the total amount required to be rebated to the United States with respect to the Bonds pursuant to Section 148(f) of the Code (herein referred to as the “Total Required Rebate Amount”), as calculated from the Closing Date to the current computation date used in each such report (which computation date shall be selected in accordance with applicable tax regulations);

(ii)the date upon which the next required rebate installment payment with respect to the Bonds is due and payable to the United States (the “Installment Payment Date”); and

(iii)the amount of such next required rebate installment payment (the “Required Rebate Installment Amount”).

Such a report shall be furnished to the Trustee not later than thirty (30) days following the fifth anniversary of the Closing Date, not later than every five (5) years thereafter, and not later than thirty (30) days following the final maturity date with respect to the Bonds or any earlier date upon which all Bonds shall have become due and payable; provided, however, that if the Authority and the Company shall elect (if permitted by, and in accordance with, the Code and applicable tax regulations) to treat any date earlier than the fifth (5th) anniversary of the Closing Date as the first “computation date” (as that term is used in Section 148(f) of the Code), as evidenced by a Rebate Consultant’s report, succeeding reports required by this paragraph shall be furnished within thirty (30) days following the fifth (5th) anniversary of such computation date and every five (5) years thereafter, so long as any Bonds remain outstanding; provided, further, however, that if the Authority and the Company shall elect (if permitted by, and in

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accordance with, the Code and applicable tax regulations) to treat the end of each “bond year” (as that phrase is used in Treasury Regulation §1.148.3) as a computation date, as evidenced by a Rebate Consultant’s Report, succeeding reports shall be furnished within thirty (30) days following the end of each such “bond year”.

The foregoing notwithstanding, there shall be no obligation to engage a Rebate Consultant or to provide such reports if the Company shall furnish the Trustee and the Authority with a letter from Bond Counsel to the effect that the Bonds are exempt from the arbitrage rebate requirement of Section 148(f) of the Code by reason of any exemption provided in the Code or applicable federal income tax regulations.

(d)The Total Required Rebate Amount, less any amounts previously rebated to the United States as arbitrage rebate with respect to the Bonds, is herein referred to as the “Required Rebate Fund Balance.” To the extent that the amount on deposit in the Rebate Fund at the time of receipt by the Trustee of any Rebate Consultant’s report furnished in accordance with subsection (c) above is in excess of the Required Rebate Fund Balance, such excess shall, upon the written request of the Company, be disbursed to the Company.  To the extent that the amount on deposit in the Rebate Fund at such time is less than the Required Rebate Fund Balance, the Company shall pay to the Trustee, for deposit to the Rebate Fund, an amount equal to such deficiency within thirty (30) days, but in no event later than two (2) Business Days prior to the Installment Payment Date set forth in the Rebate Consultant’s report.

(e)The Trustee is authorized and directed to withdraw and pay to the United States, on or before each Installment Payment Date, or if such date is a Saturday, a Sunday or a federal holiday, the next day that is not a Saturday, a Sunday or a federal holiday, the amount of each Required Rebate Installment Amount in accordance with the Rebate Consultant’s report furnished to it in accordance with subsection (c) above; Provided, however, that each such payment of a Required Rebate Installment Payment must be accompanied by an appropriate federal tax (or arbitrage rebate) return duly executed by an Authorized Officer of the Authority, which the Authority hereby covenants and agrees to furnish to the Trustee not later than the Business Day preceding the respective Installment Payment Date.

(f)If for any reason, including the late delivery of a required federal tax (or arbitrage rebate) return to the Trustee, a late payment penalty or interest shall be due and payable to the United States with respect to any required rebate payment, as set forth in a report of a Rebate Consultant or an invoice or notice of deficiency from the Internal Revenue Service, such penalty or interest shall be paid by the Trustee out of money in the Rebate Fund or, if no such money is on deposit, the Trustee shall make written demand upon the Company for payment of the same.

(g)The Trustee shall retain records of the determinations of the amounts required to be deposited in the Rebate Fund, of the proceeds of any investments of moneys in the Rebate Fund, and of the amounts paid to the United States, until the date six (6) years after the retirement of the last of the Bonds.

(h)Notwithstanding the provisions of Article X, any or all of the provisions of this Section may be amended by a Supplemental Indenture without consent of

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any Holders of Bonds, provided that the Trustee shall receive a written opinion of Bond Counsel not unsatisfactory to the Trustee that such amendment, and compliance with the terms of this Section as so amended, will not adversely affect the exclusion of interest on the Bonds from gross income for federal income tax purposes under the Code.

(i)The Trustee shall not be responsible for undertaking any calculation of arbitrage rebate and shall have no responsibility for the accuracy of the calculations performed by any Rebate Consultant.

SECTION 6.14.  Investment of Money in Funds.  All money in any of the funds established pursuant to this Indenture (except money obtained from a draw on the Letter of Credit) shall be invested by the Trustee, as directed in writing by the Company, solely in Investment Securities except (i) Available Money held by the Trustee for the payment of Undelivered Bonds, which shall not be invested, and (ii) money in the Rebate Fund, which shall be invested only in Government Obligations, as provided in Section 6.13.  Absent written direction from the Company, available cash balances in the various funds established under this Indenture (with the exceptions set forth in the preceding sentence) shall be invested in a money market mutual fund selected by the Trustee, provided that such investment at the time complies with paragraph (ix) of the definition of “Investment Securities” herein.  Money obtained by the Trustee from a draw on the Letter of Credit shall be held by the Trustee in the Bond Fund uninvested, and without liability for interest, until applied to payment of the principal of, interest on or redemption premium, if any, with respect to Bonds in accordance with the terms hereof.  Investment Securities may be purchased at such prices as the Trustee may in its discretion determine or as may be directed by the Company.  All Investment Securities shall be acquired subject to the limitations set forth in Section 7.06, the limitations as to maturities hereinafter in this Section set forth and such additional limitations or requirements consistent with the foregoing as may be established by request of the Company.

To the extent the Bank has not been reimbursed under the Letter of Credit Agreement and has notified the Trustee of same in writing, all interest, profits and other income received from the investment of money in any fund established pursuant to this Indenture shall be transferred to the Bank in the amount specified by the Bank.  Otherwise, such amounts shall be deposited to the appropriate fund or account in which such investments were made.  Notwithstanding anything to the contrary contained in this paragraph, an amount of interest received with respect to any Investment Security equal to the amount of accrued interest, or premium, if any, paid as part of the purchase price of such Investment Security shall be credited to the fund from which such accrued interest or premium was paid.

Investment Securities acquired as an investment of money in any fund established under this Indenture shall be credited to such fund.  For the purpose of determining the amount in any fund, all Investment Securities credited to such fund shall be valued at the lesser of cost or par value plus, prior to the first payment of interest following purchase, the amount of accrued interest, if any, paid as a part of the purchase price.

The Trustee may act as principal or agent in the making or disposing of any investment.  The Trustee may sell at the best price obtainable, or present for redemption, any Investment Securities so purchased whenever it shall be necessary to provide money to meet any

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required payment, transfer, withdrawal or disbursement from the fund to which such Investment Security is credited, and the Trustee shall not be liable or responsible for any loss resulting from such investment.

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ARTICLE VII

PARTICULAR COVENANTS

SECTION 7.01.  Punctual Payment.  The Authority shall punctually pay the principal, premium, if any, and interest to become due in respect of the Bonds, or shall cause the same to be paid punctually, in strict conformity with the terms of the Bonds and of this Indenture, according to the true intent and meaning thereof and hereof, but only out of the Revenues as provided in this Indenture, and not otherwise.

SECTION 7.02.  Extension of Payment of Bonds.  The Authority shall not directly or indirectly extend or assent to the extension of the maturity of any of the Bonds or the time for payment of any claims for interest, by the purchase or funding of such Bonds or claims for interest or otherwise.  If the maturity of any of the Bonds or the time for payment of any such claims for interest shall be extended, such Bonds or claims for interest shall not be entitled, in case of any default hereunder, to the benefits of this Indenture, except subject to the prior payment in full of the principal of all of the Bonds then outstanding and of all claims for interest thereon which shall not have been so extended.

Nothing in this Section shall be deemed to limit the right of the Authority to issue bonds for the purpose of refunding any Outstanding Bonds, and such issuance shall not be deemed to constitute an extension of maturity of the Bonds.

SECTION 7.03.  Against Encumbrances.  The Authority shall not create, or permit the creation of, any pledge, lien, charge or other encumbrance upon the Revenues while any of the Bonds are Outstanding, except the pledge and assignment created by this Indenture, and will assist the Trustee in contesting any such pledge, lien, charge or other encumbrance which may be created or arise.

SECTION 7.04.  Power to Issue Bonds and Make Pledge and Assignment.  The Authority represents and covenants that it is duly authorized by law to issue the Bonds, to enter into this Indenture and to pledge and assign the Revenues and other assets pledged and assigned under this Indenture in the manner and to the extent provided in this Indenture.  The Bonds and the provisions of this Indenture are and will be the legal, valid and binding limited obligations of the Authority in accordance with their terms, and the Authority and Trustee shall, at all times and to the extent permitted by law, defend, preserve and protect the pledge and assignment of the Revenues and other assets made hereunder and the rights of the Bondholders under this Indenture against all claims and demands of all Persons whomsoever.

The Authority expressly reserves the right to enter into one or more other indentures for any of its corporate purposes, including other projects undertaken in accordance with the Act, and reserves the right to issue other obligations for such purposes, provided that no such other obligations shall have any lien or claim upon the Revenues or any of the funds pledged, assigned or deposited under this Indenture.

SECTION 7.05.  Accounting Records and Financial Statements.  (a)The Trustee shall keep proper books of record and account with respect to this Indenture and the

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Bonds and the funds and accounts maintained hereunder, all in accordance with prudent industry practice, and shall make complete and accurate entries of all transactions relating to the proceeds of Bonds, the Revenues, the Loan Agreement and all funds and accounts established pursuant to this Indenture.  Such books of record and account shall be available for inspection by the Authority, the Company, the Bank and any Bondholder, or their respective agents or representatives duly authorized in writing, at reasonable hours and under reasonable circumstances.

(b)The Trustee shall furnish the Company monthly with statements (which need not be audited) covering the receipts, disbursements, allocation and application of Revenues and other money (including proceeds of Bonds) in the funds and accounts established pursuant to this Indenture during the preceding monthly period; each such statement shall be furnished within thirty (30) days following the end of the period covered by such statement.

SECTION 7.06.  Tax Covenants.  The Authority covenants that it shall not take any action or suffer or permit any action to be taken by any party (inclusive of the Company) or condition to exist (inclusive of the application, use or investment of the proceeds of the sale of the Bonds or revenues held for payment of debt service on the Bonds) which causes or may cause the interest payable on the Bonds to be subject to Federal income taxes, and the Authority covenants to take all action, to do all things and to cause all things to be done which may be necessary so that the interest payable on the Bonds shall be and continue to be exempt from Federal income taxes, to the same extent as on the date of original issuance thereof.  The Authority covenants to include in the Loan Agreement, and to enforce, appropriate covenants of the Company to preserve the tax-exempt status of interest on the Bonds under the Code.

Without limiting the generality of the foregoing paragraph, the Authority covenants with the Owners, from time to time, of the Bonds that the Authority will make no use of the proceeds of the Bonds or revenues held for payment of debt service on the Bonds that will cause any of the Bonds to be or become an “arbitrage bond” within the meaning of Section 103(b)(2) of the Code, and the Authority also covenants to comply with the requirements of Section 103(b)(2) and Section 148 of the Code and with Sections 1.148-1 through 1.148-11 of the Treasury Regulations published in the Federal Register as of the date hereof, as applicable, or with other such regulations implementing said Section 103(b)(2) and Section 148> if and to the extent applicable, throughout the term of the Bonds.  If the Authority or the Company at any time is of the opinion that it is necessary to restrict or limit the yield on the investment of any money held by the Trustee under this Indenture for purposes of complying with the Code and applicable tax regulations, the Authority or the Company shall so instruct the Trustee in writing, and the Trustee shall take such action as shall be set forth in such instructions.

The Authority covenants to pay, or to cause the Company to pay, all arbitrage rebate payments that may be required with respect to the Bonds under Section 148(f) of the Code, as and when the same become due and payable.  This covenant shall survive payment of the Bonds and defeasance of the lien of this Indenture.  The Authority represents that it has included (or will include) in the Loan Agreement or in a related loan document, and will enforce, a covenant of the Company to pay over to the Trustee, for payment to the United States in the

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name of the Authority, any amounts in excess of amounts then available in the Rebate Fund required to make payments of arbitrage rebate to the United States when due and payable.

Notwithstanding any provision of this Section and Section 6.13 of this Indenture, if the Company shall provide to the Authority and the Trustee an Opinion of Bond Counsel to the effect that any action required under this Section or Section 6.13 of this Indenture is no longer required, or to the effect that some further action is required, to maintain the exclusion from gross income of interest on the Bonds, the Authority, the Trustee and the Company may rely conclusively on such opinion and the terms and provisions of this Section and Section 6.13 of this Indenture shall be deemed amended accordingly and without necessity of any prior or subsequent consent of any Holder of Bonds.

SECTION 7.07.  Enforcement of Loan Agreement; Amendments to Loan Agreement.  (a)The Trustee, as assignee of the Authority with respect to the Loan Agreement, shall promptly collect all amounts due from the Company pursuant to Sections 3.01 and 3.03 of the Loan Agreement, shall perform all duties (if any) imposed upon the Trustee by the Loan Agreement and shall diligently enforce, and take all steps, actions and proceedings reasonably necessary for the enforcement of, all of the obligations of the Company under the Loan Agreement.

(b)The Authority shall not amend, modify or terminate any provisions of the Loan Agreement, or consent to any such amendment, modification or termination, without the written consent of the Trustee.  The Trustee shall give such written consent only if (1) notification of such amendment, modification or termination has been given to each Rating Agency and to the Owners, (2) the Trustee receives the written consent of the Bank, (3)(i) such amendment, modification or termination will not materially adversely affect the interests of the Owners or result in any material impairment of the security hereby given for the payment of the Bonds or (ii) the Trustee first obtains the written consent of the Bank and the Owners of a majority in principal amount of the Bonds then Outstanding to such amendment, modification or termination and provides notice of such amendment, modification or termination and of such written consent to the Owners, and (4) there shall have been delivered to the Trustee an Opinion of Counsel to the Authority, in form and substance satisfactory to the Trustee, that all of the provisions and conditions set forth in this subsection (b) have been satisfied.  The foregoing notwithstanding, no amendment, modification or termination of the Loan Agreement shall reduce the amount of Loan Payments in respect of the principal, interest, redemption price or purchase price of the Bonds to be made by the Company to the Authority or the Trustee, or extend the time for making any such payment, without the written consent of all of the Owners of the Bonds then Outstanding.

SECTION 7.08.  Waiver of Laws.  The Authority shall not at any time insist upon, plead in any manner whatsoever, or claim or take the benefit or advantage of, any stay or extension provided by law now or at any time hereafter in force that may affect the covenants and agreements contained in this Indenture or in the Bonds, and all benefit or advantage of any such law or laws is hereby expressly waived by the Authority to the extent permitted by law.

SECTION 7.09.  Financing Statements and Other Action to Protect Security Interests.  This Indenture shall constitute a security agreement within the meaning of the

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Pennsylvania Uniform Commercial Code.  The Authority, at the expense of the Company, shall cause this Indenture or an appropriate financing statement or memorandum to be filed, registered and recorded in such manner and at such places as may be required by law fully to protect the security of the holders of the Bonds and the right, title and interest of the Trustee in and to the Trust Estate or any part thereof, and the Authority shall cooperate with the Trustee in connection with any such filing, registration or recording..  The Authority shall perform or shall cause to be performed any such acts, and execute and cause to be executed any and all further instruments as may be required by law or as shall reasonably be requested by the Trustee for such protection of the interests of the Trustee and the Bondholders, and shall furnish or cause to be furnished satisfactory evidence to the Trustee of recording, registering, filing and refiling of such instrument and of every additional instrument which shall be necessary to preserve the lien of this Indenture upon the Trust Estate or any part thereof until the principal of and interest on the Bonds secured hereby shall have been paid.  The Trustee shall execute or join in the execution of any such further or additional instrument and file or join in the filing thereof at such time or times and in such place or places as it may be advised by an opinion of Counsel will preserve the lien of this Indenture upon the Trust Estate or any part thereof until the aforesaid principal and interest shall have been paid,

SECTION 7.10.  Further Assurances.  The Authority will make, execute and deliver any and all such further indentures, instruments and assurances as may be reasonably necessary or proper to carry out the intention of this Indenture or to facilitate its performance and for the better assuring and confirming unto the Owners of the Bonds the rights and benefits provided in this Indenture.  All such action shall be at the expense of the Company, and the reasonable fees of the Authority and its Counsel in connection therewith shall constitute Administrative Expenses.

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ARTICLE VIII

EVENTS OF DEFAULT; REMEDIES OF BONDHOLDERS

SECTION 8.01.  Events of Default.  Any of the following events shall be an Event of Default:

(a)failure to make due and punctual payment of the principal of any Bond when and as the same shall become due and payable, whether at maturity as therein expressed, by proceedings for redemption, by acceleration, or otherwise; or

(b)failure to make due and punctual payment of any installment of interest on any Bond when and as the same shall become due and payable; or

(c)failure to pay the purchase price on any Bond tendered pursuant to Article V when such payment is due; or

(d)failure by the Authority to observe any other covenants, agreements or conditions on its part contained in this Indenture or in the Bonds, if such failure shall have continued for a period of sixty (60) days after written notice specifying such default and requiring the same to be remedied has been given to the Authority and the Company by the Trustee, or to the Authority, the Company and the Trustee by the Owners of not less than twenty-five percent (25%) in aggregate principal amount of the Bonds at the time Outstanding; or

(e)the occurrence of any “Event of Default” as defined in Sections 8.01(a) through (d) or Section 8.01(f) of the Loan Agreement; or

(f)receipt by the Trustee of written notice from the Bank advising the Trustee that the Bank has declared an event of default under the provisions of the Letter of Credit Agreement and instructing the Trustee to declare the principal amount of the Outstanding Bonds to be immediately due and payable; or

(g)receipt of notice by the Trustee from the Bank, within the time limit stipulated in the terms of the Letter of Credit following a draw on the Letter of Credit for payment of interest on Bonds that will remain Outstanding after the application of the proceeds of such drawing, stating that the Letter of Credit will not be reinstated with respect to such interest; or

(h)failure by the Company to cause a Substitute Letter of Credit to be issued and delivered to the Trustee on or prior to the Interest Payment Date immediately preceding the Letter of Credit Termination Date, unless the Outstanding Bonds have been called for mandatory redemption in accordance with Section 4.01(b)(l).

The terms “default” or “failure” as used in this Section mean a default or failure by the Authority in the observance or performance of any of the covenants, agreements or obligations on its part to be observed or performed and contained in this Indenture or in the Bonds or a default or failure by the Company in the observance or performance of any of the covenants, agreements or obligations on its part to be observed or performed and contained in the

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Loan Agreement or related loan documents, exclusive of any period of grace or notice required to constitute an Event of Default as provided above or in the Loan Agreement.

As soon as practicable after it gains actual knowledge of any Event of Default, the Trustee shall notify the Bank, the Company, the Authority, the Tender Agent and the Placement and Remarketing Agent.

Anything contained in this Indenture to the contrary notwithstanding, so long as the Bank is not in default under the terms of the Letter of Credit, (i) no failure or default described in subsections (d) or (e) above shall constitute an Event of Default without the prior written consent of the Bank, and (ii) no notice of an Event of Default shall be given by the Trustee to the Bondholders without the prior written consent of the Bank, except notice of an Event of Default described in subsection (f), (g) or (h) above.

SECTION 8.02.  Acceleration.  If any Event of Default described in Sections 8.01 (a), (b), (c), (d) or (e) of this Indenture occurs, the Trustee, by written notice to the Authority, the Bank and the Company, may declare, with the written consent of the Bank, and shall declare, upon written request of the Owners of twenty-five percent (25%) in aggregate principal amount of the Bonds then Outstanding, the principal amount of all Bonds then Outstanding, together with the interest accrued thereon, to be immediately due and payable.  If any Event of Default described in Section 8.01 (f), (g) or (h) occurs, the Trustee, by written notice to the Authority, the Bank and the Company, shall declare the principal amount of all Bonds then Outstanding, together with the interest accrued thereon, to be immediately due and payable, and no consent of the Bank shall be required.  The date as of which the Trustee declares the principal of the Outstanding Bonds to be due and payable is herein referred to as the “Acceleration Date.” The Bonds shall become immediately due and payable, at a price equal to 100% of the aggregate principal amount thereof plus interest accrued to the Acceleration Date (the “Acceleration Price”), on the first (1st) Business Day following the Acceleration Date (the “Payment Date”).

Upon declaring the Bonds immediately due and payable in accordance with the foregoing paragraph, the Trustee shall immediately exercise such rights as it may have under the Loan Agreement to declare all payments thereunder to be immediately due and payable and shall immediately make a draw upon the Letter of Credit for the amount that is required to pay the Acceleration Price on the Payment Date.  Upon receipt by the Trustee of the full amount drawn on the Letter of Credit pursuant to the foregoing provisions and provided that sufficient Available Money is in the Bond Fund to pay all sums due and payable to the Bondholders, (i) interest on the Bonds shall cease to accrue on the Acceleration Date, and (ii) the Bank shall be subrogated to all right, title and interest of the Trustee and the Bondholders in and to the Loan Agreement, the Project Facilities and any other security held for the payment of the Bonds (except any funds held in the Bond Fund or any account with respect to Undelivered Bonds which are identified for the payment of the Bonds or the Purchase Price of Undelivered Bonds and any funds in the Rebate Fund) all of which, upon payment of any fees and expenses due and payable to the Trustee pursuant to the Loan Agreement or this Indenture, shall be assigned by the Trustee to the Bank.

As soon as possible, the Trustee shall give written notice of any acceleration of the Bonds to the Bondholders.  Such notice of acceleration (i) shall be given in the name of the

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Authority; (ii) shall identify the accelerated Bonds (by name, date of issue, interest rate and maturity date); (iii) shall specify the Acceleration Date; (iv) shall specify the Payment Date and the Acceleration Price; (v) shall state that the interest on the Bonds ceased to accrue on the Acceleration Date; (vi) shall state the reason for the acceleration; and (vii) shall state that on the Payment Date the Acceleration Price will be payable at the Designated Office of the Trustee.  The Trustee shall use “CUSIP” numbers on such notice as a convenience to Bondholders and such notice shall state that no representation is made as to the correctness of such numbers either as printed on the Bonds or as contained in any notice of acceleration and that reliance may be placed only on the registration number and description printed on the Bonds.  A copy of such notice of acceleration shall be mailed, by registered, certified or overnight mail, to each Rating Agency, but failure to mail any such notice or any defect in the mailing thereof shall not affect the validity of such acceleration.

If, after the principal of and interest on the Bonds has been so declared to be due and payable immediately and before any judgment or decree for the payment of the money due shall have been obtained or entered, all arrears of principal and interest on Bonds are paid, the Letter of Credit is reinstated (in an amount not less than the principal amount of the Outstanding Bonds plus (i) if the Bonds are Floating Rate Bonds, 50 days’ interest on the Outstanding Bonds calculated at the Maximum Rate, or (ii) if the Outstanding Bonds are Fixed Rate Bonds, interest on the Outstanding Bonds at the Fixed Rate for the number of days required by Section 5.01), the reasonable charges and expenses of the Trustee are paid or duly provided for to the satisfaction of the Trustee, and any and all other defaults known to the Trustee (other than in the payment of principal of and interest on the Bonds due and payable solely by reason of such declaration) shall have been made good or cured to the satisfaction of the Trustee or provision deemed by the Trustee to be adequate shall have been made therefor, then, and in every such case, the Owners of not less than twenty-five percent (25%) in aggregate principal amount of the Bonds then Outstanding, by written notice to the Authority, the Bank, the Company and the Trustee, or the Trustee, if such declaration was made by the Trustee, may, on behalf of the Owners of all Bonds, rescind and annul such declaration and its consequences and waive such default.  No such rescission and annulment shall extend to or affect any subsequent default or impair or exhaust any right or power in consequence thereof.

Any of the foregoing provisions to the contrary notwithstanding, except upon the occurrence of an Event of Default described in Section 8.01(f), (g) or (h), no Owners of Bonds shall have any right to require the Trustee to accelerate the Bonds, and the Trustee shall not be obligated to give any Bondholder notice of a default under the Indenture, the Loan Agreement or any other documents executed and delivered in connection with the Bonds, unless the Bank shall be in default of its obligations under the Letter of Credit or a voluntary or involuntary case has been commenced by or against the Bank by the filing of a petition under the United States Bankruptcy Code or any other law relating to bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of debts.

SECTION 8.03.  Other Remedies.  If any Event of Default occurs and is continuing, the Trustee, before or after declaring the principal of the Bonds immediately due and payable, may enforce each and every right granted to the Authority or the Trustee under the Loan Agreement, the Letter of Credit or any other security instrument, or under any supplements or amendments thereto, and shall, at all times complying with the provisions of Section 8.02 of this

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Indenture, apply any Revenues or Available Money in the Bond Fund held by the Trustee to the payment of principal of or interest on the Bonds.  In exercising such rights and the rights given the Trustee under this Article VIII, the Trustee shall take such action as, in the judgment of the Trustee, applying the standards described in Section 9.01 of this Indenture, would best serve the interests of the Bondholders.

SECTION 8.04.  Legal Proceedings By Trustee.  If any Event of Default has occurred and is continuing, the Trustee in its discretion may and, upon the written request of the Bank or the Owners of twenty-five percent (25%) in aggregate principal amount of the Bonds then Outstanding (subject to the consent of the Bank, if the Bank is not then in default of its obligations under the Letter of Credit and no voluntary or involuntary case has been commenced by or against the Bank under the United States Bankruptcy Code or any other law relating to bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of debts) and receipt of indemnity to its satisfaction shall, in its own name:

(a)           By mandamus, other suit, action or proceeding at law or in equity, enforce all rights of the Bondholders, including the right to require the Authority to collect the amounts payable under the Loan Agreement and to require the Authority to carry out any other provisions of this Indenture for the benefit of the Bondholders and to perform its duties under the Act;

(b)           Bring suit upon the Bonds;

(c)           By action or suit in equity require the Authority to account as if it were the trustee of an express trust for the Bondholders; or

(d)           By action or suit in equity enjoin any acts or things that may be unlawful or in violation of the rights of the Bondholders.

SECTION 8.05.  Discontinuance of Proceedings by Trustee.  If any proceeding taken by the Trustee on account of any Event of Default is discontinued or is determined adversely to the Trustee, then the Authority, the Trustee, the Bondholders and the Bank shall be restored to their former positions and rights hereunder as though no such proceeding had been taken, but subject to the limitations of any such adverse determination.

SECTION 8.06.  Bondholders May Direct Proceedings by Trustee.  The Owners of a majority in aggregate principal amount of the Bonds Outstanding hereunder shall have the right to direct the method and place of conducting all remedial proceedings by the Trustee hereunder, provided that such direction shall not be otherwise than in accordance with law or the provisions of this Indenture, and that the Trustee shall not be required to comply with any such direction which it deems to be unlawful or unjustly prejudicial to Bondholders not parties to such direction.  The foregoing provisions of this Section 8.06 to the contrary notwithstanding, the Bank shall have the right to direct the method and the place of conducting all remedial proceedings by the Trustee hereunder, provided that such direction shall not be otherwise than in accordance with law or the provisions of this Indenture, so long as the Bank shall not be in default with respect to its obligations under the Letter of Credit.

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SECTION 8.07.  Limitations on Actions By Bondholders.  Anything in this Indenture to the contrary notwithstanding, no Bondholder shall have any right to pursue any remedy hereunder or under the Loan Agreement unless:

(a)           The Trustee shall have been given written notice of an Event of Default;

(b)           The Owners of at least twenty-five percent (25%) in aggregate principal amount of the Bonds Outstanding shall have made a written request to the Trustee to exercise the powers herein granted or to pursue such remedy in its or their name or names;

(c)           The Trustee shall have been offered indemnity satisfactory to it against costs, expenses and liabilities;

(d)           The Trustee shall have failed to comply with such request within a reasonable time; and

(e)           The Bank shall be in default of its obligations under the Letter of Credit or a voluntary or involuntary case has been commenced by or against the Bank by the filing of a petition under the United States Bankruptcy Code or any other law relating to bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of debts;

provided, however, that nothing herein shall affect or impair the right of any Owner of any Bond to enforce payment of the principal of such Bond and interest thereon at and after the maturity thereof, or the obligation of the Authority to pay such principal and interest to the respective Owners of the Bonds at the time and place, from the source and in the manner expressed herein and in the Bonds; and provided further that such action shall not disturb or prejudice the lien of this Indenture.

SECTION 8.08.  Trustee May Enforce Rights Without Possession of Bonds.  All rights under the Indenture and the Bonds may be enforced by the Trustee without the possession of any Bonds or the production thereof at the trial or other proceedings relative thereto, and any proceedings instituted by the Trustee shall be brought in its name for the ratable benefit of the Owners of the Bonds.

SECTION 8.09.  Delays and Omissions Not to Impair Rights.  No delay or omission in respect of exercising any right or power accruing upon any Event of Default shall impair such right or power or be a waiver of such Event of Default and every remedy given by this Article VIII may be exercised, from time to time, and as often as may be deemed expedient.

SECTION 8.10.  Application of Money in Event of Default.  Any money received by the Trustee under this Article VIII shall be applied in the order listed below (provided that any money received by the Trustee upon drawing under the Letter of Credit together with Available Money on deposit in the Bond Fund and available for payment of principal and interest on all Outstanding Bonds, any money held by the Trustee upon the nonpresentment of Bonds and any money held by the Trustee for the defeasance of Bonds pursuant to Article XI

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shall be applied only as provided in clause (b) below and only to pay outstanding principal and accrued interest, as provided in the Letter of Credit, with respect to the Bonds):

(a)           To the payment of the fees and expenses of the Trustee and the Authority including reasonable counsel fees and expenses, and any disbursements of the Trustee with interest thereon and its reasonable compensation;

(b)           To the payment of principal and interest then owing on the Bonds, including any interest on overdue interest, and in case such money shall be insufficient to pay the same in full, then to the payment of principal and interest ratably, without preference or priority of one over another or of any installment of interest over any other installment of interest; and

(c)           To reimbursement of the Bank for any unreimbursed drawing under the Letter of Credit or other obligations owing by the Company to the Bank under the Letter of Credit Agreement.

The surplus, if any, remaining after application of money as set forth above shall be paid to the Company or to the person lawfully entitled to receive the same as a court of competent jurisdiction may direct.

SECTION 8.11.  Trustee and Bondholders Entitled to All Remedies Under Act; Remedies Not Exclusive.  It is the purpose of this Article VIII to provide to the Trustee and the Bondholders all rights and remedies as may be lawfully granted under the provisions of the Act; but should any remedy herein granted be held unlawful, the Trustee and the Bondholders shall nevertheless be entitled to every remedy permitted by the Act.  It is further intended that, insofar as lawfully possible, the provisions of this Article VIII shall apply to and be binding upon any trustee or receiver appointed under the Act.

No remedy herein conferred is intended to be exclusive of any other remedy or remedies, and each remedy is in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute.

SECTION 8.12.  Trustee’s Right to Receiver.  As provided by the Act, the Trustee shall be entitled as of right to the appointment of a receiver; and the Trustee, the Bondholders and any receiver so appointed shall have such rights and powers and be subject to such limitations and restrictions as may be contained in or permitted by the Act.

SECTION 8.13.  Subrogation Rights of Bank.  The Trustee agrees that the Bank shall be subrogated to all rights, remedies and collateral of the Trustee under the Indenture, the Loan Agreement or any other document or instrument, to the extent the Bank has honored a draw under the Letter of Credit and has not been reimbursed or paid therefor.

SECTION 8.14.  Waiver of Default.  So long as the Bank is not in default of its obligations under the Letter of Credit and the Letter of Credit is in full force and effect, the Bank may waive an Event of Default, except an Event of Default described in Section 8.01 (h) hereof, and if the Bank does so, the Trustee must also waive such Event of Default.  The Trustee may not waive an Event of Default under this Indenture if the Letter of Credit has not been reinstated

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to cover principal and interest on the Bonds in accordance with the terms of the Letter of Credit.  Any such waiver by the Bank and reinstatement must be made in writing by the Bank and delivered to the Trustee.

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ARTICLE IX

THE TRUSTEE; THE TENDER AGENT; AND THE PLACEMENT AND REMARKETING AGENT

SECTION 9.01.  Duties.  Immunities and Liabilities of Trustee.  (a)             Prior to an Event of Default of which the Trustee has been notified, is deemed to have notice or has actual knowledge and after the curing of all Events of Default which may have occurred, the Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Indenture.  Following the occurrence of an Event of Default and until such Event of Default has been cured, the Trustee shall exercise those rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b)           The Authority shall remove the Trustee if at any time the Authority is requested to do so by an instrument or concurrent instruments in writing signed by the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding (or their attorneys duly authorized in writing), or if the Trustee shall become incapable of acting or shall be adjudged bankrupt or insolvent, or if a receiver of the Trustee or its property shall be appointed, or if any public officer shall take control or charge of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, in each case by giving written notice of such removal to the Trustee.  Thereupon the Authority shall appoint, at the direction of the Company or with the consent of the Company and, in either case, with the consent of the Bank, a successor Trustee by an instrument in writing.

(c)           The Trustee may at any time resign by giving written notice of resignation to the Authority and the Bank and by giving the Bondholders notice of such resignation by mail at the addresses shown on the Bond Register.  Upon receiving notice of resignation from the Trustee, the Authority shall promptly appoint, with the consent of the Bank and the Company, a successor Trustee by an instrument in writing.

(d)           Any removal or resignation of the Trustee shall become effective only upon appointment and acceptance of appointment by a successor trustee and transfer of the Letter of Credit to such successor trustee.  If no successor Trustee shall have been appointed and accepted appointment within forty-five (45) days following notice of resignation or removal of the Trustee as aforesaid, the Trustee (in the case of its resignation), or the Authority (in the case of the Trustee’s removal), or any Bondholder (on behalf of himself and all other Bondholders) may petition any court of competent jurisdiction for the appointment of a successor Trustee.  Any successor Trustee appointed under this Indenture shall signify its acceptance of such appointment by executing and delivering to the Authority and to the predecessor Trustee a written acceptance thereof, and thereupon such successor Trustee, without any further act, deed or conveyance, shall become vested with all the money, estates, properties, rights, powers, trusts, duties and obligations of such predecessor Trustee, with like effect as if originally named Trustee herein.  Nevertheless, at the request of the Authority or of the successor Trustee, the Trustee that has resigned or been removed shall execute and deliver any and all instruments of conveyance or further assurance and do such other things as may reasonably be required for more fully and certainly vesting in and confirming to such successor Trustee all the

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right, title and interest of such predecessor Trustee in and to any property held by it under this Indenture and effecting a transfer of the Letter of Credit to such successor Trustee and shall pay over, transfer, assign and deliver to the successor Trustee any money or other property subject to the trusts and conditions herein set forth.  Upon request of the successor Trustee, the Authority shall execute and deliver any and all instruments as may be reasonably required for more fully and certainly vesting in and confirming to such successor Trustee all such money, estates, properties, rights, powers, trusts, duties and obligations, including a transfer of the Letter of Credit to such successor Trustee.  Notice of the appointment of a successor Trustee and of such successor Trustee’s acceptance of appointment shall be given by the Authority to each Rating Agency and to the Bondholders by first class mail.  If the Authority fails to mail such notice within fifteen (15) days following the successor Trustee’s acceptance of appointment and the transfer of the Letter of Credit to the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Company.

(e)           Any successor Trustee (i) shall be a trust company or bank having corporate trust powers duly authorized to accept trusts of the character herein described, (ii) shall have a corporate trust office in the Commonwealth or shall otherwise be authorized by laws of the Commonwealth to accept and perform trusts of the character herein described, (iii) shall have combined capital and surplus of at least Fifty Million Dollars ($50,000,000), and (iv) shall be subject to supervision or examination by federal or state authorities.  If such bank or trust company publishes a report of condition at least annually, pursuant to law or the requirements of any federal or state supervising or examining authority, then for the purpose of this subsection the combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

SECTION 9.02.  Merger or Consolidation.  Any corporation or national banking association into which the Trustee may be merged or converted or with which it may be consolidated or any corporation or national banking association resulting from any merger, conversion or consolidation to which it shall be a party or any corporation or national banking association to which the Trustee may sell or transfer all or substantially all of its corporate trust business, provided such corporation or national banking association shall be eligible under Section 9.01 (E), shall be the successor to such Trustee without the execution or filing of any paper or any further act, anything herein to the contrary notwithstanding.

SECTION 9.03.  Liability of Trustee.  (a)          The recitals of facts herein and in the Bonds contained shall be taken as statements of the Authority, and the Trustee shall assume no responsibility for the correctness of the same, or make any representations as to the validity or sufficiency of this Indenture or of the Bonds or shall incur any responsibility in respect thereof, other than in connection with the duties or obligations herein or in the Bonds assigned to or imposed upon it.  The Trustee shall, however, be responsible for its representations contained in its certificate of authentication on the Bonds.  The Trustee shall not be liable in connection with the performance of its duties hereunder, except for its own gross negligence or willful misconduct.  The Trustee may become the owner of Bonds with the same rights it would have if it were not Trustee and, to the extent permitted by law, may act as depositary for and permit any of their officers or directors to act as a member of, or in any other capacity with respect to, any

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committee formed to protect the rights of Bondholders, whether or not such committee shall represent the Owners of a majority in principal amount of the Bonds then Outstanding.

(b)           The Trustee shall not be liable for any error of judgment made in good faith by a responsible officer, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts.

(c)           The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Owners of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture.

(d)           The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture (other than the making of a draw under the Letter of Credit in accordance with its terms and the terms of this Indenture, declaring the principal of the Bonds to be immediately due and payable when required hereunder or making payments on the Bonds when due) at the request, order or direction of any of the Bondholders pursuant to the provisions of this Indenture unless such Bondholders shall have offered to the Trustee indemnification to its satisfaction for indemnity against the costs, expenses and liabilities which may be incurred therein or thereby.

(e)           The Trustee shall not be liable for any action taken by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.

SECTION 9.04.  Right of Trustee to Rely on Documents.  The Trustee may conclusively rely upon, and shall be protected in acting upon, any notice, resolution, request, consent, order, certificate, report, opinion, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.  The Trustee may consult with counsel, who may be counsel of or to the Authority, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith.

The Trustee shall not be bound to recognize any person as the Owner of a Bond unless and until such Bond is submitted for inspection, if required, and his title thereto is satisfactorily established, if disputed.

Whenever in the administration of the trusts imposed upon it by this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a Certificate of the Authority, and such Certificate shall be full warrant to the Trustee for any action taken or suffered in good faith under the provisions of this Indenture in reliance upon such Certificate, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as it may deem reasonable.

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SECTION 9.05.  Preservation and Inspection of Documents.

(a)           All documents received by the Trustee under the provisions of this Indenture shall be retained in its possession and shall be subject during normal business hours of the Trustee to the inspection of the Authority and any Bondholder, and their agents and representatives duly authorized in writing, at reasonable hours and under reasonable conditions.

(b)           The Trustee covenants and agrees that it shall maintain a current list of the names and addresses of all the Bondholders.

SECTION 9.06.  Compensation.  The Trustee shall be paid (solely from Additional Payments) from time to time reasonable compensation for all services rendered under this Indenture, and also all reasonable expenses, charges, legal and consulting fees and other disbursements and those of its attorneys, agents and employees, incurred in and about the performance of its powers and duties under this Indenture.

SECTION 9.07.  The Tender Agent.  Allfirst Bank, the initial Tender Agent appointed by the Company, and each successor tender agent appointed in accordance herewith, shall designate its office and signify its acceptance of the duties and obligations imposed upon it as described herein by a written instrument of acceptance delivered to the Trustee and the Company under which the Tender Agent shall, among other things:

(a)           hold all Bonds delivered to it hereunder in trust for the benefit of the respective owners of Bonds which shall have so delivered such Bonds until money representing the Purchase Price of such Bond shall have been delivered to or for the account of or to the order of such Owners of Bonds.  Upon delivery of money representing the Purchase Price of such Bonds to or for the account of or to the order of such Owners of Bonds, the Tender Agent shall hold all such Bonds which are required to be delivered to the Pledged Bonds Custodian pursuant to Section 5.06(b) of this Indenture, as the agent of the Bank for the purpose of perfecting the Bank’s security interest therein under the Pledge Agreement (which agency shall terminate upon delivery of such Bonds by the Tender Agent to or upon the order of the Bank in accordance with such Section 5.06(b)); and

(b)           hold all money delivered to it hereunder and under the Tender Agent Agreement for the purchase of such Bonds in a separate account in trust for the benefit of the person or entity which shall have so delivered such money until required to transfer such funds as provided herein.

SECTION 9.08.  Removal or Resignation of Tender Agent: Qualification of Successors.  The Tender Agent may at any time resign and be discharged of its duties and obligations by giving at least sixty (60) days’ written notice to the Authority, the Trustee, the Placement and Remarketing Agent, the Bank and the Company; provided that such resignation shall not take effect until the appointment of a successor Tender Agent and such successor’s acceptance of such appointment in accordance with the provisions of this Indenture.  With the prior written approval of the Bank, the Tender Agent may be removed by the Company at any time, upon written notice to the Authority, the Trustee and the Placement and Remarketing Agent.

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The Company, with the prior written consent of the Bank, may appoint a successor Tender Agent.  Any successor Tender Agent (i) shall be a bank or trust company, duly organized under the laws of the United States of America or any state or territory thereof, having a combined capital stock, surplus and undivided profits of at least Fifty Million Dollars ($50,000,000) or a wholly-owned subsidiary of such a bank or trust company, and (ii) shall be authorized by law to perform all duties imposed upon it by this Indenture.

Any removal or resignation of the Tender Agent shall become effective only upon appointment and acceptance of appointment by a successor Tender Agent and transfer of the Letters of Credit to such successor Tender Agent.  If no successor Tender Agent shall have been appointed and accepted appointment within forty-five (45) days following notice of resignation or removal of the Tender Agent as aforesaid, the Tender Agent (in the case of its resignation), or the Authority (in the case of the Tender Agent’s removal), or any Bondholder (on behalf of himself and all other Bondholders) may petition any court of competent jurisdiction for the appointment of a successor Tender Agent.  Any successor Tender Agent appointed under this Indenture shall signify its acceptance of such appointment by executing and delivering to the Authority and to the predecessor Tender Agent a written acceptance thereof, and thereupon such successor Tender Agent, without any further act, deed or conveyance, shall become vested with all the money, estates, properties, rights, powers, trusts, duties and obligations of such predecessor Tender Agent, with like effect as if originally named Tender Agent herein.  Nevertheless, at the request of the Authority or of the successor Tender Agent, the Tender Agent that has resigned or been removed shall execute and deliver any and all instruments of conveyance or further assurance and do such other things as may reasonably be required for more fully and certainly vesting in and confirming to such successor Tender Agent all the right, title and interest of such predecessor Tender Agent in and to any property held by it under this Indenture and effecting a transfer of the Letters of Credit to such successor Tender Agent and shall pay over, transfer, assign and deliver to the successor Tender Agent any money or other property subject to the trusts and conditions herein set forth.  Upon request of the successor Tender Agent, the Authority shall execute and deliver any and all instruments as may be reasonably required for more fully and certainly vesting in and confirming to such successor Tender Agent all such money, estates, properties, rights, powers, trusts, duties and obligations, including a transfer of the Letters of Credit to such successor Tender Agent.  Notice of the appointment of a successor Tender Agent and of such successor Tender Agent’s acceptance of appointment shall be given by the Authority to the Rating Agency and to the Bondholders by first class mail.  If the Authority fails to mail such notice within fifteen (15) days following the successor Tender Agent’s acceptance of appointment and the transfer of the Letters of Credit to the successor Tender Agent, the successor Tender Agent shall cause such notice to be mailed at the expense of the Company.

Notice of the appointment of a successor Tender Agent and of such successor Tender Agent’s acceptance of appointment shall be given by the Company to each Rating Agency and to the Bondholders by first class mail.  If the Company fails to mail such notice within fifteen (15) days following the successor Tender Agent’s acceptance of appointment, the successor Tender Agent shall cause such notice to be mailed at the expense of the Company.

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Upon the effectiveness of any resignation or removal of the Tender Agent, the Tender Agent resigning or being removed shall deliver any Bonds and money held by it in such capacity to the successor Tender Agent.

SECTION 9.09.  Qualifications of Placement and Remarketing Agent; Resignation; Removal.  The Placement and Remarketing Agent shall be a financial institution or registered broker/dealer authorized by law to perform all of the duties imposed upon it by this Indenture.  The Placement and Remarketing Agent may at any time resign and be discharged of its duties and obligations created by this Indenture by giving at least thirty (30) days’ notice to the Authority, the Company and the Trustee.  The Placement and Remarketing Agent may be removed by the Company at any time, upon not less than thirty (30) days’ written notice filed with the Placement and Remarketing Agent, the Authority and the Trustee.  Upon the resignation or removal of the Placement and Remarketing Agent, the Company shall appoint a successor Placement and Remarketing Agent and shall provide written notice thereof to the Authority and the Trustee.  No resignation or removal of the Placement and Remarketing Agent shall become effective until a successor Placement and Remarketing Agent is appointed and accepts such appointment.

SECTION 9.10.  Construction of Ambiguous Provisions.  The Trustee may construe any provision of this Indenture insofar as such may appear to be ambiguous or inconsistent with any other provision of this Indenture; and any construction of any such provision by the Trustee in good faith shall be binding upon the Owners of the Bonds.

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ARTICLE X

MODIFICATION OR AMENDMENT OF THIS INDENTURE

SECTION 10.01.  Amendments Permitted.  This Indenture and the rights and obligations of the Authority, the Trustee and the Owners of the Bonds hereunder may be modified or amended from time to time and at any time for any lawful purpose, by an indenture or indentures supplemental hereto, which the Authority and the Trustee may enter into without the consent of any Bondholder but with the prior written consent of the Company and the Bank (as long as the Bank is not in default under the Letter of Credit); provided, however, that the consent of the Bank shall not be required in connection with the execution and delivery of any Supplemental Indenture to become effective only upon delivery and acceptance by the Trustee of a Substitute Letter of Credit.

The foregoing to the contrary notwithstanding, no such modification or amendment shall, without the consent of the Company and the Owners of all Bonds then Outstanding, (i) extend the maturity date of any Bond, (ii) reduce the amount of principal thereof, (iii) extend the time of payment or change the method of computing the rate of interest thereon, without the consent of the Owner of each Bond so affected, or eliminate the Owners’ rights to tender the Bonds, (iv) extend the due date for the purchase of Bonds tendered by the Owners thereof, or (v) reduce the Purchase Price of such Bonds; provided, however, that no consent of the Holders of the Bonds then Outstanding shall be required for any modification or amendment to this Indenture which is to become effective only following a mandatory tender of all Bonds for purchase in connection with the exercise of the Conversion Option.  It shall not be necessary for the consent of the Bondholders to approve the particular form of any Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Promptly after the execution by the Authority and the Trustee of any Supplemental Indenture pursuant to this Section 10.01, the Trustee shall mail a notice, setting forth in general terms the substance of such Supplemental Indenture, to each Rating Agency and to the Owners of the Bonds at the addresses of such Owners shown on the Bond Register.  Any failure to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Indenture.

SECTION 10.02.  Effect of Supplemental Indenture.  Upon the execution of any Supplemental Indenture pursuant to this Article, this Indenture shall be deemed to be modified and amended in accordance therewith, and the respective rights, duties and obligations under this Indenture of the Authority, the Trustee and all Owners of Bonds Outstanding shall thereafter be determined, exercised and enforced subject in all respects to such modification and amendment, and all the terms and conditions of any such Supplemental Indenture shall be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

SECTION 10.03.  Trustee Authorized to Join in Amendments and Supplements; Reliance on Counsel.  The Trustee is authorized to join with the Authority in the execution and delivery of any supplemental indenture or amendment permitted by this Article X and in so doing shall be fully protected by an Opinion of Counsel that such supplemental indenture or

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amendment is so permitted and has been duly authorized by the Authority and that all things necessary to make it a valid and binding agreement have been done.

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ARTICLE XI

DEFEASANCE

SECTION 11.01.  Defeasance.  When the principal of, and premium (if any) and interest on, all Bonds issued hereunder have been paid, or provision has been made for payment of the same and any Purchase Price which may become payable pursuant to Article V, together with the compensation and expenses of the Trustee and all other sums payable hereunder by the Authority or the Company, the right, title and interest of the Trustee in and to the Trust Estate shall thereupon cease and the Trustee, on demand of the Authority or the Company, shall release this Indenture and shall execute such documents to evidence such release as may be reasonably required by the Authority or the Company and shall turn over to the Company or to such person, body or authority as may be entitled to receive the same all balances then held by it hereunder not required for the payment of the Bonds and such other sums and shall surrender the Letter of Credit to the Bank; provided that (a) any proceeds of the Letter of Credit not required for payment of the Bonds shall be turned over to the Bank and (b) in the event there has been a drawing under the Letter of Credit for which the Bank has not been fully reimbursed pursuant to the Letter of Credit Agreement or any other obligations are then due and owing to the Bank under the Letter of Credit Agreement, the Trustee shall assign and turn over to the Bank, as successor, subrogee or otherwise, all of the Trustee’s right, title and interest under this Indenture, all balances held hereunder (excluding the Rebate Fund) not required for the payment of the Bonds and such other sums and the Trustee’s right, title and interest in, to and under the Loan Agreement and any other property comprising the Trust Estate.  If payment or provision therefor is made with respect to less than all of the Bonds, the particular Bonds (or portions thereof) for which provision for payment shall have been considered made shall be selected by lot or by such other method as the Trustee deems fair and appropriate, and thereupon the Trustee shall take similar action for the release of this Indenture with respect to such Bonds.

SECTION 11.02.  Provision for Payment.

(a)Provision for the payment of Bonds shall be deemed to have been made when the Trustee holds in the Bond Fund (1) cash in an amount sufficient to make all payments (including principal, premium, if any, interest and Purchase Price payments, if any) specified in Section 11.01 with respect to such Bonds, or (2) Government Obligations maturing on or before the date or dates when the payments specified above shall become due, the principal amount of which and the interest thereon, when due, is or will be, in the aggregate, sufficient without reinvestment to make all such payments, or (3) any combination of cash and Government Obligations the amounts of which and interest thereon, when due, are or will be, in the aggregate, sufficient without reinvestment to make all such payments; provided that (i) such amount on deposit shall be deemed sufficient only if (A) while the Bonds bear interest at a Floating Rate, it provides for payment of interest at the Maximum Rate and the Authority shall have surrendered any power hereunder to thereafter change the Maximum Rate, or (B) while the Bonds bear interest at a Fixed Rate, it provides for payment of interest at such Fixed Rate, (ii) the Bond Trustee shall have received an Opinion of Bond Counsel to the effect that a deposit of obligations described in clause (2) or (3) above will not adversely affect the exclusion from gross income for federal income tax purposes of the interest on any of the Bonds or cause any of the Bonds to be classified as “arbitrage bonds” within the meaning of Section 148 of the Code,

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(iii) the Trustee shall have received written notice from each Rating Agency that such provision for payment of the Bonds will result in a rating on the Bonds equal to or higher than the then current rating (if the Bonds are then rated); and (iv) provision for payment of Bonds shall be deemed to be made only if (A) the Trustee holds in the Bond Fund cash constituting Available Moneys or such obligations purchased with Available Moneys for payment of such Bonds in amounts sufficient to make all payments specified above with respect to such Bonds, as verified by an accountant’s certification in form and by an accountant acceptable to the Trustee and the Rating Agency (if the Bonds are then rated), and (B) in the case of Floating Rate Bonds, the Bonds have been called for redemption on a date not more than 90 days from the date provision for payment is being made pursuant to this Section and, in determining the sufficiency of amounts held to make payments with respect to the Bonds, there shall be excluded any and all interest expected to be earned on obligations held by the Trustee.

(b)Neither the moneys nor the obligations deposited with the Trustee pursuant to this Article shall be withdrawn or used for any purpose other than, and such obligations and moneys shall be segregated and held in trust for, the payment of the principal or redemption price of, premium, if any, on and interest on, the Bonds (or portions thereof), or for the payment of the Purchase Price of such Bonds in accordance with Article V.  While the Bonds are Floating Rate Bonds, such money, if not then needed for such purpose, shall, but only to the extent practicable, be invested and reinvested in Government Obligations maturing on or prior to the earlier of (i) the date moneys may be required for the purchase of Bonds pursuant to Article V and (ii) the Interest Payment Date next succeeding the date of investment or reinvestment.

(c)Whenever moneys or obligations shall be deposited with the Trustee for the payment or redemption of Bonds more than 60 days prior to the date that such Bonds are to mature or be redeemed, the Trustee shall mail a notice to the Holders of Bonds for the payment of which such money or obligations are being held at their registered addresses stating that such money or obligations have been deposited.  Such notice shall also be sent by the Trustee to each Rating Agency.  Notwithstanding the foregoing, no delivery to the Trustee under this Section shall be deemed a payment of any Bonds which are to be redeemed prior to their stated maturity until such Bonds shall have been irrevocably called or designated for redemption on a date thereafter on which such Bonds may be redeemed in accordance with the provisions of this Indenture and proper notice of such redemption shall have been given in accordance with Article IV or the Authority shall have given the Bond Trustee, in form satisfactory to the Bond Trustee, irrevocable instructions to give, in the manner and at the times prescribed by Article IV, notice of redemption.

SECTION 11.03.  Deposit of Funds for Payment of Bonds.  If the principal or Purchase Price of any Bonds becoming due, either at maturity or by call for redemption or tender or otherwise, together with the premium (if any) thereon and all interest accruing thereon to the due date, has been paid or provision therefor made in accordance with Section 11.02, all interest on such Bonds shall cease to accrue on the due date and all liability of the Authority with respect to such Bonds shall likewise cease, except as hereinafter provided.  Thereafter, (a) any surplus balance held by the Trustee with respect to such Bonds over the principal of, premium (if any) on and actual interest accrued on such Bonds shall be paid to the Bank as a return of excess funds drawn under the Letter of Credit (or, if each Rating Agency shall have confirmed its rating of the Bonds in connection with the provision for payment of the Bonds, such surplus shall be paid as

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may otherwise be approved by the Rating Agency in connection with such confirmation) and (b) the Holders of such Bonds shall be restricted exclusively to the Hinds so deposited for any claim of whatsoever nature with respect to such Bonds, and the Trustee shall hold such funds in trust for such Holders uninvested and without liability for interest thereon.  Moneys so deposited with the Trustee which remain unclaimed five years after the date payment thereof becomes due shall, at the request of the Company (or the Bank) and if neither the Authority nor the Company is at the time to the knowledge of the Trustee in default with respect to any covenant contained in the Indenture, the Bonds or the Loan Agreement, be paid to the Company (or to the Bank, as provided in Section 11.01 with respect to surplus balances), and the Holders of the Bonds for which the deposit was made shall thereafter be limited to a claim against the Company; provided that the Trustee, before making payment to the Company, may, at the expense of the Company, cause a notice to be given to the Holders at their registered addresses, stating that the moneys remaining unclaimed will be returned to the Company after a specified date.

SECTION 11.04.  Survival of Certain Provisions.  Notwithstanding the foregoing, any provisions of this Indenture which relate to the maturity of Bonds, interest payments and dates thereof, optional and mandatory redemption provisions, credit against mandatory sinking fund requirements, exchange, transfer and registration of Bonds, replacement of mutilated, lost, wrongfully taken or destroyed Bonds, safekeeping and cancellation of Bonds, nonpresentment of Bonds, holding of moneys in trust, payment of moneys to the Company and the Bank, the rebate of moneys to the United States in accordance with Section 148(f) of the Code, and the duties of the Trustee in connection with all of the foregoing, shall remain in effect and be binding upon the Trustee and the Holders notwithstanding the release and discharge of this Indenture.  The provisions of this Article shall survive the release, discharge and satisfaction of this Indenture.

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ARTICLE XII

MISCELLANEOUS

SECTION 12.01.  Liability of Authority Limited to Revenues.  Notwithstanding anything to the contrary contained in this Indenture or in the Bonds, the Authority shall not be required to advance or pay any money derived from any source other than the Revenues and other assets pledged under this Indenture for any of the purposes in this Indenture mentioned, whether for the payment of the principal of or interest on the Bonds or for any other purpose of this Indenture.  Notwithstanding any provisions of this Indenture to the contrary, no recourse under or upon any obligation, covenant or agreement contained herein or in any Bond shall be had against the Authority, it being expressly agreed and understood that the obligations of the Authority hereunder, and under the Bonds and elsewhere, are solely corporate obligations of the Authority and shall be enforceable only out of the Authority’s interest in this Indenture and the Loan Agreement and there shall be no other recourse against the Authority or any property now or hereafter owned by it and after entry of judgment against the Authority by virtue of the power herein contained, the Trustee shall mark the judgment index to the effect that the judgment is limited as aforesaid.

SECTION 12.02.  Limitation of Liability of Directors, Etc.  of Authority.  No covenant, agreement, provision or obligation contained herein shall be deemed to be a covenant, agreement or obligation of any present or future director, commissioner, officer, employee, member, solicitor, or agent of the Authority in his individual capacity, and neither the members of the Authority nor any officer or solicitor thereof shall be liable personally on this Indenture or any of the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof or this Indenture.  No director, commissioner, officer, employee, member, solicitor, or agent of the Authority shall incur any personal liability with respect to any other action taken by him pursuant to this Indenture or the Act.  Notwithstanding anything herein to the contrary, no provision, covenant or agreement contained in this Indenture or in the Bonds or any obligations herein or therein imposed upon the Authority or the breach thereof, shall constitute or give rise to or impose upon the Authority a pecuniary liability or a charge upon its general credit.  In making the agreements, provisions and covenants set forth in this Indenture, the Authority has not obligated itself except with respect to its rights and interest in the Loan Agreement, as hereinabove provided.  The issuance of the Bonds under this Indenture shall not be considered a misfeasance in office.  The liability of the Authority, including its officers, solicitor, members, and employees under any and all of the documentation executed in connection with the issuance of the Bonds shall not constitute its general obligation and recourse against the Authority on the documentation executed in connection with the issuance of the Bonds shall be had only against the property specifically pledged as security therefor and any rents, issues and profits thereof.  It is expressly understood that the Authority shall not otherwise be obligated and that none of its members, solicitor, officers or employees shall be in any way obligated for any costs, expenses, fees, or other obligations or liabilities incurred or imposed in connection with the issuance of the Bonds, whether incurred prior to or after closing, and that recourse against the Authority and its members, solicitor, officers or employees, shall be limited as set forth herein.

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SECTION 12.03.  Covenant Not to Sue.  The forms of Bonds provide that the Owners of the Bonds agree not to sue the Authority or any of its board members, officers, agents or employees, past, present or future except as provided herein and in the Loan Agreement as a condition of, and in consideration for, the issuance of the Bonds; accordingly, the Trustee shall not be permitted to sue the Authority on behalf of the Owners of the Bonds other than as provided herein.

SECTION 12.04.  Successor is Deemed Included in All References to Predecessor.  Whenever in this Indenture either the Authority or the Trustee is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Indenture contained by or on behalf of the Authority or the Trustee shall bind and inure to the benefit of the respective successors and assigns thereof, whether so expressed or not.

SECTION 12.05.  Limitation of Rights to Parties, Bank, Company and Bondholders.  Nothing in this Indenture or in the Bonds, express or implied, is intended or shall be construed to give to any person other than the Authority, the Trustee, the Bank, the Company and the Owners of the Bonds any legal or equitable right, remedy or claim under or in respect of this Indenture or any covenant, condition or provision therein or herein contained; and all such covenants, conditions and provisions are and shall be held to be for the sole and exclusive benefit of the Authority, the Trustee, the Bank, the Company and the Owners of the Bonds.

SECTION 12.06.  Waiver of Notice.  Whenever in this Indenture the giving of notice by mail or otherwise is required, the giving of such notice may be waived in writing by the person entitled to receive such notice and in any case the giving or receipt of such notice shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

SECTION 12.07.  Severability of Invalid Provisions.  If any one or more of the provisions contained in this Indenture or in the Bonds shall for any reason be held to be invalid, illegal or unenforceable in any respect, then such provision or provisions shall be deemed several from the remaining provisions contained in this Indenture and such invalidity, illegality or unenforceability shall not affect any other provision of this Indenture, and this Indenture shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein.  The Authority hereby declares that it would have entered into this Indenture and each and every other Section, paragraph, sentence, clause or phrase of this Indenture and authorized the issuance of the Bonds pursuant thereto irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses or phrases of this Indenture may be held illegal, invalid or unenforceable.

SECTION 12.08.  Notices.  Unless otherwise specified, all notices to Bondholders may be given by certified or registered United States mail, commercial overnight delivery service, telex or telegram sent to the addresses of such Bondholders as shown on the Bond Register, or may be given by telephone, telecopier or other telecommunication device and subsequently confirmed promptly in writing.

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Unless otherwise specified in this Indenture or in the Bonds, all Bonds to be presented or surrendered to the Trustee for purposes of payment, exchange or transfer of ownership, and all documents required by this Indenture to accompany the Bonds so presented or surrendered, shall be delivered to the Trustee at its Designated Office, which is located at the following address:

Allfirst Bank

213 Market Street

Harrisburg, Pennsylvania 17101

Attention: Corporate Trust Services

Unless otherwise specified in this Indenture or in the Bonds, all Bonds to be tendered to the Tender Agent for purposes of purchase, and all documents required by this Indenture to accompany the Bonds so tendered, shall be delivered to the Tender Agent at its Delivery Office, which is located at the following address:

Allfirst Bank

213 Market Street

Harrisburg, Pennsylvania 17101

Attention: Corporate Trust Services

Unless otherwise specified in this Indenture or in the Bonds, all notices, demands, requests and other documents or instruments required to be given or sent to the following parties (other than Bonds to be presented, surrendered or tendered for payment, exchange, transfer of ownership or purchase) shall be sent by United States first class mail, postage prepaid, or by commercial overnight delivery service, telex or telegram, addressed as follows (and shall be deemed sufficiently given upon the deposit thereof, postage prepaid, in the United States mail, if sent by mail):

To the Trustee:

Allfirst Bank

213 Market Street

Harrisburg, Pennsylvania 17101

Attention: Corporate Trust Services

To the Authority:

Union County Industrial Development Authority

269 Chestnut Street

Mifflinburg, Pennsylvania 17844

with a copy to:

Michael T. Hudock, Esquire

269 Chestnut Street

Mifflinburg, Pennsylvania 17844

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(or such other address as may have been filed in writing by the Authority with the Trustee),

To the Company:

Stabler Companies Inc.

635 Lucknow Road

Harrisburg, PA 17110

Attn:  Mr. Thomas Minori

(or such other address as may have been filed in writing by the Company with the Trustee),

To the Placement and Remarketing Agent:

Allfirst Bank

25 South Charles Street

MC 101-346

Baltimore, Maryland 21201

Attn: Capital Markets Division

(or such other address as may have been filed in writing by the Placement and Remarketing Agent with the Trustee),

To the Placement and Remarketing Agent:

Allfirst Bank

25 South Charles Street

MC 101-346

Baltimore, Maryland 21201

Attn: Capital Markets Division

(or such other address as may have been filed in writing by the Placement and Remarketing Agent with the Trustee),

To the Tender Agent:

Allfirst Bank

213 Market Street

Harrisburg, Pennsylvania 17101

Attention: Corporate Trust Department

(or such other address as may have been filed in writing by the Tender Agent with the Trustee),

To the Bank:

Allfirst Bank

25 South Charles Street

MC 101-346

Baltimore, Maryland 21201

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(or such other address as may have been filed in writing by the Bank with the Trustee).

SECTION 12.09.  Evidence of Rights of Bondholders.  Any request, consent or other instrument required or permitted by this Indenture to be signed and executed by Bondholders may be in any number of concurrent instruments of substantially similar tenor and shall be signed or executed by such Bondholders in person or by an agent or agents duly appointed in writing.  Proof of the execution of any such request, consent or other instrument or of a writing appointing any such agent, or of the holding by any person of Bonds transferable by delivery, shall be sufficient for any purpose of this Indenture and shall be conclusive in favor of the Trustee and of the Authority if made in the manner provided in this Section.

The fact and date of the execution by any person of any such request, consent or other instrument or writing may be proved by the certificate of any notary public or other officer of any jurisdiction, authorized by the laws thereof to take acknowledgments of deeds, certifying that the person signing such request, consent or other instrument acknowledged to him the execution thereof, or by an affidavit of a witness of such execution duly sworn to before such notary public or other officer.

The ownership of Bonds shall be proved by the Bond Register.

Any request, consent or other instrument or writing of the Owner of any Bond shall bind every future Owner of the same Bond and the Owner of every Bond issued in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Trustee or the Authority in accordance therewith or in reliance thereon.

SECTION 12.10.  Disqualified Bonds.  In determining whether the Owners of the requisite aggregate principal amount of Bonds have concurred in any demand, request, direction, consent or waiver under this Indenture, Bonds which are owned or held by or for the account of the Authority or the Company, or by any other obligor on the Bonds, or by any person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the Authority, the Company, or any other obligor on the Bonds, shall be disregarded and deemed not to be Outstanding for the purposes of this Indenture.

Bonds which are held by any pledgee (other than the Bank or the Pledged Bonds Custodian) shall also be disregarded and deemed not to be Outstanding for purposes of this Indenture, unless the pledgee shall establish to the satisfaction of the Trustee the pledgee’s right to vote such Bonds and that the pledgee is not a person directly or indirectly controlling or controlled by.  or under direct or indirect common control with, the Authority, the Company or any other obligor on the Bonds.  In case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be lull protection to the Trustee.

SECTION 12.11.  Money Held for Particular Bonds.  The money held by the Trustee for the payment of the interest, principal or premium due on any date with respect to particular Bonds (or portions of Bonds in the case of registered Bonds redeemed in part only) shall, on and after such date and pending such payment, be set aside on its books and held uninvested in trust by it for the Owners of the Bonds entitled thereto, subject, however, to the provisions of Section 11.04 of this Indenture.

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SECTION 12.12.  Funds.  Any fund required by this Indenture to be established and maintained by the Trustee may be established and maintained in the accounting records of the Trustee either as a fund or an account, and may, for the purposes of such records, any audits thereof and any reports or statements with respect thereto, be treated either as a fund or as an account, but all such records with respect to all such funds shall at all times be maintained in accordance with current industry standards, to the extent practicable, and with due regard for the requirements of Section 7.05 of this Indenture and for the protection of the security of the Bonds and the rights of every holder thereof

SECTION 12.13.  Payments Due on Days other than Business Days.  If a payment under this Indenture or with respect to Bonds is due on a date that is not a Business Day, then payment may be made on the next day that is a Business Day and no interest shall accrue for the intervening period.

SECTION 12.14.  Execution in Several Counterparts.  This Indenture may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original; and all such counterparts, or as many of them as the Authority and the Trustee shall preserve undestroyed, shall together constitute but one and the same instrument.

SECTION 12.15.  Notices to Rating Agency.  Written notice shall be provided by the Trustee to each Rating Agency at the time maintaining a credit rating with respect to the Bonds of (i) the appointment of any successor Trustee, Tender Agent, or Placement and Remarketing Agent, (ii) any Supplemental Indenture or any amendment to the Loan Agreement or the Letter of Credit, (iii) the expiration, termination, substitution or extension of the Letter of Credit, (iv) the payment of all Outstanding Bonds, (v) the conversion of the Bonds to the Fixed Rate, and (vi) any acceleration of the Bonds.

SECTION 12.16.  Governing Law.  This Indenture shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to any conflict of laws provision thereof.

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IN WITNESS WHEREOF, UNION COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY has caused this Indenture to be signed in its name by its (Vice) Chairman and its seal to be hereunto affixed and attested by its Secretary or Assistant Secretary, and ALLFIRST BANK has caused this Indenture to be signed in its name by its Authorized Officer and its corporate seal to be hereunto affixed and attested by its Authorized Signatory, all as of the day and year first above written.

ATTEST:	UNION COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY
/s/	By:	/s/
Secretary		Chairman
(SEAL)
ATTEST:	ALLFIRST BANK, as trustee
/s/	By:	/s/
Title:		Title: Vice President
(SEAL)

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EXHIBIT A

[FLOATING RATE FORM OF BOND]

Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”) to the Authority or its agent for registration of transfer, exchange or payment and any certificate issued is registered in the name of Cede & Co.  or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co.  or to such other entity as is requested by an authorized representative of DTC).  ANY TRANSFER.  PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof.  Cede & Co..  has an interest herein.

	UNITED STATES OF AMERICA
No. VR-	COMMONWEALTH OF PENNSYLVANIA	$

UNION COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY

VARIABLE RATE DEMAND/FIXED RATE REVENUE BOND
(STABLER COMPANIES INC.  PROJECT)
SERIES OF 2001

SERIES ISSUE DATE	MATURITY DATE	INTEREST RATE	CUSIP
May 2,2001	May 1,2022	Weekly Floating Rate

THIS BOND IS SUBJECT TO MANDATORY TENDER FOR PURCHASE AT THE TIME AND IN THE MANNER HEREINAFTER DESCRIBED, AND MUST BE SO TENDERED OR WILL BE DEEMED TO HAVE BEEN SO TENDERED UNDER CERTAIN CIRCUMSTANCES DESCRIBED HEREIN.

UNION COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY (the “Authority”), an industrial and commercial development authority organized and existing under the Economic Development Financing Law (the “Act”), of the Commonwealth of Pennsylvania (the “Commonwealth”), for value received, promises to pay to the order of                                 , or registered assigns, on the Maturity Date stated above, upon surrender hereof, but only from the sources referred to herein, the principal sum of                            DOLLARS ($                        ), unless this Variable Rate Demand/Fixed Rate Revenue Bond (Stabler Companies Inc.  Project), Series of 2001 (the “Bond”), duly shall have been called for earlier redemption and payment of the redemption price shall have been made or provided for, and to pay, but only from the sources referred to herein, interest on said principal sum, at the rate or rates determined as provided in this Bond and in the Indenture (hereinafter defined), until the principal sum hereof is paid or provision for payment thereof has been made as provided in the Indenture.  Interest on this Bond is payable from the Interest Payment Date (herein defined) next preceding the date of registration and authentication of this Bond, unless: (a) this Bond is

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registered and authenticated as of an Interest Payment Date, in which event this Bond shall bear interest from such Interest Payment Date; or (b) this Bond is registered and authenticated after a Record Date (hereinafter defined) and before the next succeeding Interest Payment Date, in which event this Bond shall bear interest from such Interest Payment Date; or (c) this Bond is registered and authenticated on or prior to the Record Date (hereinafter defined) next preceding the first Interest Payment Date, in which event this Bond shall bear interest from the Series Issue Date set forth above; or (d) as shown by the records of the Trustee (hereinafter defined), interest on this Bond shall be in default, in which event this Bond shall bear interest from the date to which interest was last paid on this Bond.

The principal of this Bond, when due upon maturity or upon any earlier call for redemption, shall be payable at the Designated Office (hereinafter defined) of Allfirst Bank (together with its successors in the trust, the “Trustee”), as trustee under the Indenture (hereinafter defined), or at the duly designated office of any successor trustee under such Indenture.  As used herein, the phrase “Designated Office” shall mean the corporate trust office of the Trustee in Harrisburg, Pennsylvania, or any other office or offices of the Trustee designated by the Trustee may, from time to time, designated as the place at which Bonds may be presented for payment, registration of a transfer of ownership or exchange.  Payment of interest due on this Bond shall be made on each Interest Payment Date to the person in whose name ownership of this Bond is registered as of the close of business of the Trustee on the Business Day (as herein defined), preceding the applicable Interest Payment Date (the “Record Date”), by check mailed to the address of such registered owner as shown on the bond register maintained by the Trustee; provided, however, that interest shall be paid by wire transfer to an account of such registered owner in the United States, if such registered owner is the Bank or Depository Trust Company or its nominee or a successor securities depository (hereinafter defined) or if such registered owner is the owner of Bonds (hereinafter defined) in an aggregate principal amount of $1,000,000 or more and shall have made a written request for wire payment of interest to the Trustee at least fifteen (15) calendar days prior to the Interest Payment Date.  Any interest that is not timely paid or duly provided for shall cease to be payable to the person in whose name this Bond is registered as of the regular Record Date for the payment of such interest, and shall be payable to the person in whose name this Bond is registered at the close of business of the Trustee on a special record date for the payment of such overdue interest (the “Special Record Date”) established by notice mailed by the Trustee on behalf of the Authority to the registered owner of this Bond not less than fifteen (15) days preceding such Special Record Date and not less than twenty (20) days, but not more than thirty (30) days, prior to the date established by the Trustee for the payment of such overdue interest (the “Special Interest Payment Date”).  Such notice shall be mailed to the person in whose name this Bond is registered at the close of business of the Trustee on the fifth (5th) day preceding the date of mailing.

The principal of, premium, if any, and interest on this Bond shall be payable in lawful money of the United States of America and only from certain receipts, revenues and money of the Authority available for such purposes, all as provided and more fully set forth in a Trust Indenture, dated as of May 1, 2001 (the “Indenture”), duly executed and delivered by the Authority to the Trustee, as trustee.  This Bond is one of the series of $8,465,000 aggregate principal amount of revenue bonds of the Authority, known as “Variable Rate Demand/Fixed

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Rate Revenue Bonds (Stabler Companies Inc.  Project), Series of 2001 (the “Bonds”), all issued under the Indenture and equally and ratably secured by the Indenture and by an assignment thereunder of all right, title and interest of the Authority in the Loan Agreement (hereinafter defined) and any sums (except certain amounts in respect of administrative expenses and indemnification of the Authority) payable thereunder by Stabler Companies Inc.  (the “Company”), a corporation organized and existing under laws of the Commonwealth with its principal office in Harrisburg, Pennsylvania.  The Company and the Authority have entered into a Loan Agreement, dated as of May 1, 2001 (the “Loan Agreement”), under which the Authority has agreed to lend the proceeds of the Bonds to the Company to finance Costs of the Projects, as such terms are defined in the Indenture (the “Project”) and, in consideration thereof, the Company has agreed to make payments to the Authority in amounts and at times sufficient to meet all obligations of the Authority with respect to the Bonds.

The Company has caused an irrevocable direct pay letter of credit issued by Allfirst Bank and dated the Series Issue Date set forth above to be delivered to the Trustee, pursuant to which the Trustee is authorized, subject to the terms and conditions thereof, to draw up to (a) an amount equal to the principal amount of the Bonds (i) to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to pay the portion of the Purchase Price (hereinafter defined) of Bonds tendered to the Tender Agent (hereinafter defined) corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ accrued interest on the Outstanding Bonds at twelve percent (12%) per annum (based on a year of 365 or 366 days, as appropriate, and the actual number of days elapsed).  Such irrevocable letter of credit and any substitute letter of credit delivered to the Trustee in accordance with the terms of the Indenture is herein called the “Letter of Credit” As used herein, the term “Bank” shall mean Allfirst Bank, in its capacity as issuer of such irrevocable letter of credit, or the bank or other institution issuing any such substitute letter of credit (the “Substitute Letter of Credit”).  The initial Letter of Credit expires on September 24, 2008, unless earlier terminated pursuant to its terms or extended.  As used herein, the phrase “Letter of Credit Termination Date” means the later of (i) that date upon which the Letter of Credit expires or terminates pursuant to its terms, or (ii) that date to which the expiration or termination of the Letter of Credit may be extended, from time to time, either by extension or renewal of the existing Letter of Credit or the issuance of a Substitute Letter of Credit.  Subject to the provisions of the Indenture, the Company may, but is not required to, cause the Letter of Credit to be extended or replaced with a Substitute Letter of Credit prior to the Letter of Credit Termination Date.  The Bank is under no obligation to extend or replace the Letter of Credit.  Unless the Letter of Credit is extended or replaced prior to the Letter of Credit Termination Date in accordance with the terms of the Indenture, the Bonds will become subject to mandatory redemption, as described below.  The Letter of Credit is being issued pursuant to a Letter of Credit Agreement (as the same may be amended or replaced, the “Letter of Credit Agreement”) between the Company and the Bank, under which the Company is obligated to reimburse the Bank for all drawings under the Letter of Credit.

Reference is made to the Indenture, an executed counterpart of which is on file at the corporate trust office of the Trustee located in Harrisburg, Pennsylvania, for a statement of the particular receipts, revenues, and money of the Authority pledged for payment of the principal of, premium, if any, and interest on the Bonds, the nature, extent and manner of

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enforcement of the security for the Bonds, the rights of holders of the Bonds and of the Trustee with respect to such security, and the terms and conditions upon which the Bonds are issued.

THE BONDS ARE SPECIAL, LIMITED OBLIGATIONS OF THE AUTHORITY PAYABLE SOLELY AND EXCLUSIVELY FROM THE PAYMENTS REQUIRED TO BE MADE BY THE COMPANY UNDER THE LOAN AGREEMENT AND FROM DRAWS ON THE LETTER OF CREDIT.  NO RECOURSE SHALL BE HAD FOR THE PAYMENT OF THE PRINCIPAL OF THIS BOND OR ANY INTEREST, PURCHASE PRICE OR REDEMPTION PRICE PAYABLE WITH RESPECT TO THIS BOND, OR ANY CLAIM BASED ON THIS BOND, THE INDENTURE OR THE LOAN AGREEMENT, AGAINST THE AUTHORITY OR ANY SUCCESSOR TO THE AUTHORITY, OR AGAINST ANY PRESENT, PAST OR FUTURE OFFICER, MEMBER, EMPLOYEE OR AGENT OF THE AUTHORITY OR ANY SUCCESSOR TO THE AUTHORITY, UNDER ANY CONSTITUTIONAL PROVISION, STATUTE OR RULE OF LAW, BY THE ENFORCEMENT OF ANY ASSESSMENT, BY ANY LEGAL OR EQUITABLE PROCEEDING, OR BY ANY OTHER MEANS, AND ALL SUCH LIABILITY OF THE AUTHORITY, ALL SUCH SUCCESSORS TO THE AUTHORITY AND ALL SUCH OFFICERS, MEMBERS, EMPLOYEES OR AGENTS IS RELEASED AS A CONDITION OF, AND IN CONSIDERATION FOR, THE ISSUANCE OF THIS BOND.  FURTHERMORE, IN CONSIDERATION OF THE ISSUANCE OF THIS BOND, THE HOLDER HEREOF COVENANTS NOT TO SUE THE AUTHORITY, ANY SUCCESSOR TO THE AUTHORITY OR ANY PAST, PRESENT OR FUTURE MEMBER, OFFICER, EMPLOYEE OR AGENT OF THE AUTHORITY OR ANY SUCH SUCCESSOR, EXCEPT AS EXPRESSLY PERMITTED IN THE INDENTURE AND THE LOAN AGREEMENT.  THE BONDS AND THE INTEREST THEREON ARE NOT, AND SHALL NOT BE, A DEBT OR LIABILITY OF THE COMMONWEALTH OF PENNSYLVANIA OR ANY POLITICAL SUBDIVISION THEREOF AND DO NOT AND SHALL NOT CREATE OR CONSTITUTE AN INDEBTEDNESS, LIABILITY OR OBLIGATION, LEGAL, MORAL OR OTHERWISE, OF THE COMMONWEALTH OF PENNSYLVANIA OR ANY POLITICAL SUBDIVISION THEREOF, AND THE AUTHORITY SHALL NOT INCUR ANY INDEBTEDNESS ON BEHALF OF OR IN ANY WAY OBLIGATE THE COMMONWEALTH OF PENNSYLVANIA OR ANY POLITICAL SUBDIVISION THEREOF.  NEITHER THE MEMBERS OF THE AUTHORITY NOR ANY PERSON EXECUTING THE BONDS SHALL BE LIABLE PERSONALLY ON THE BONDS BY REASON OF THE ISSUANCE THEREOF.  THE AUTHORITY IS A CONDUIT AUTHORITY AND HAS NO TAXING POWER.

THE AUTHORITY HAS NOT PARTICIPATED IN THE PREPARATION OF THE PLACEMENT MEMORANDUM PREPARED IN CONNECTION WITH THE SALE AND ISSUANCE OF THE BONDS AND NEITHER HAS NOR ASSUMES ANY RESPONSIBILITY AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION CONTAINED IN THE PLACEMENT MEMORANDUM, EXCEPT FOR INFORMATION UNDER THE SECTION ENTITLED “THE AUTHORITY.” THE AUTHORITY HAS LIKEWISE NOT PARTICIPATED IN THE OFFER, SALE OR DISTRIBUTION OF THE BONDS.

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INTEREST ON BONDS

In General.  This Bond shall bear interest at a Floating Rate or a Fixed Rate, as specified above and described below.  All of the Bonds shall initially bear interest at a Floating Rate, subject to conversion on the Conversion Date (herein defined) to a Fixed Rate, as described herein.  The “Floating Rate” is an interest rate determined and adjusted weekly as described below.  A “Fixed Rate” is an interest rate for the Fixed Rate Period determined as described below.  All computations of interest at a Floating Rate shall be based on the actual number of days elapsed and a year of 365 or 366 days, as appropriate; and all computations of interest at the Fixed Rate shall be based on a 360-day year of twelve 30-day months.

The Floating Rate.  A Floating Rate shall be determined for each Weekly Period as described below.  No later than 9:30 a.m., New York City time, on each Wednesday or, if such Wednesday is not a Business Day, on the next succeeding Business Day (the “Determination Date”), Allfirst Bank, Baltimore, Maryland, or its successor as remarketing agent for the Bonds under the Indenture (the “Remarketing Agent”), shall determine the Floating Rate for the Weekly Period commencing on such Determination Date (or, if such Determination Date is not a Wednesday, then on the immediately preceding Wednesday) as the minimum interest rate necessary, in its sole judgment, to sell the Bonds on the Determination Date (as herein defined) at a price equal to the principal amount thereof, exclusive of any accrued interest.  The Floating Rate shall be determined by the Remarketing Agent weekly and shall be effective on each Wednesday for the Weekly Period (as herein defined) beginning on such day, all as more fully set forth in the Indenture.  The determination of the Floating Rate shall be conclusive and binding upon the Owners of the Bonds, the Authority, the Trustee, the Remarketing Agent, the Company and the Bank (as those terms and phrases are defined herein) and no Owner of Bonds shall be given notice thereof, unless such Owner shall file with the Trustee a written request to receive notice of the Floating Rate so determined from time to time.  Anything herein to the contrary notwithstanding, the Floating Rate shall in no event exceed twelve percent (12%) per annum.  As used herein, “Weekly Period” means the seven-day period commencing on Wednesday and ending on and including Tuesday of the following calendar week, except that (i) the first Weekly Period shall commence on the Series Issue Date set forth above and end on and include the following Tuesday, and (ii) the last Weekly Period preceding a conversion of the interest rate on the Bonds from the Floating Rate to a Fixed Rate shall end on and include the last day prior to the Conversion Date (as defined below).

If for any reason the interest rate on the Bonds for any Weekly Period is not determined by the Remarketing Agent in accordance with the foregoing provisions or a court holds that the Floating Rate established in accordance with the foregoing provisions is invalid or unenforceable, the Floating Rate for the Bonds shall be (a) for the first Weekly Period in which the Floating Rate is not so determined by the Remarketing Agent or is so held invalid or unenforceable, a rate per annum equal to the Floating Rate that was applicable to the Bonds for the immediately preceding Weekly Period and (b) for each Weekly Period thereafter, a rate per annum equal to 85% of the interest rate per annum applicable to 30-day commercial paper having a rating of A-2/P-2, as reported in The Wall Street Journal on each Determination Date.

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Conversion to Fixed Rate.  The Indenture provides that the Company shall have the option to direct that the interest rate on the Bonds be converted from the Floating Rate to the Fixed Rate on any Business Day selected for such purpose (the “Conversion Date”), upon satisfaction of certain terms and conditions set forth in the Indenture.  Notice of the exercise of such option shall be given, at the direction of the Company, by the Trustee to the Owners of the Bonds at least twenty (20) days but not more than thirty (30) days prior to the Conversion Date in accordance with the requirements of the Indenture.  If the Remarketing Agent has not presented to the Company firm commitments for the purchase of, and/or a firm agreement to underwrite the sale of, all of the Bonds on the Conversion Date by the close of business on the fifth (5th) Business Day prior to the proposed Conversion Date, the Company, at its option, may rescind its election to exercise the Conversion Option by delivering a written notice of rescission to the Trustee, the Tender Agent (as herein defined) and the Bank by the close of business of the Trustee on the fourth (4th) Business Day prior to the proposed Conversion Date.  Thereupon, the Company shall direct the Trustee to immediately notify the Owners of such rescission, and the Bonds shall continue to bear interest at the Floating Rate (at the rate in effect for the then current Weekly Period and, thereafter, at the Floating Rate established for each subsequent Weekly Period in accordance with the Indenture), until the Company shall elect to exercise the Conversion Option and establish a Conversion Date in accordance with the Indenture.

The Fixed Rate.  The “Fixed Rate” shall be the fixed annual interest rate on the Bonds, for the period beginning on the Conversion Date and running through the final maturity date of the Bonds, established by the Remarketing Agent as the rate that is necessary to enable the Remarketing Agent to receive commitments on or prior to the fifth (5th) Business Day preceding the Conversion Date to purchase the Bonds on the Conversion Date at a price of par, without discount or premium.

OPTIONAL AND MANDATORY TENDER FOR PURCHASE

Upon the terms and conditions set forth herein and in the Indenture, the Bonds shall be subject to optional and mandatory tender for purchase, at a purchase price equal to the principal amount thereof plus accrued interest (the “Purchase Price”), at the Delivery Office (hereinafter defined) of ALLFIRST BANK, as tender agent for the Bonds, or any successor in such capacity (the “Tender Agent”), as follows:

Demand Purchase Option.  While the Bonds bear interest at the Floating Rate, any Bond (or any portion of such Bond in an authorized denomination) shall be purchased on demand of the Owner thereof on any Business Day designated by such Owner in a Demand Purchase Notice (herein defined), at a price equal to 100% of the outstanding principal amount of such Bond, plus accrued and unpaid interest on such Bond to the date of purchase (the “Purchase Price”), provided that (a) the Owner of such Bond delivers to the Tender Agent, at the address set forth below, a written notice or demand (a “Demand Purchase Notice”) stating (i) the principal amount (or portion thereof) and number of the Bond to be purchased; and (ii) the date on which such Bond (or portion thereof) shall be purchased (the “Purchase Date”), which shall be a Business Day prior to the Conversion Date, but not earlier than the seventh (7th) day following the date of delivery of the Demand Purchase Notice to the Tender Agent; and (b) the Owner delivers such Bond, duly endorsed for transfer or accompanied by a bond power endorsed

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in blank, to the Tender Agent at its Delivery Office not later than 10:00 a.m., New York City time, on the Purchase Date.  If, however, any Bond as to which the Owner has delivered a Demand Purchase Notice is remarketed to such Owner pursuant to the Remarketing Agreement (as defined in the Indenture), such Owner need not deliver such Bond to the Tender Agent as provided in (b) above and such Bond shall nonetheless be deemed to have been delivered to the Tender Agent, remarketed to the Owner and redelivered to such Owner for purposes of the Indenture.

All Demand Purchase Notices, Bonds tendered for purchase and other instruments required to be delivered to the Tender Agent in connection with a tender of Bonds for purchase shall be delivered to ALLFIRST BANK, Corporate Trust Services, 213 Market Street, Harrisburg, Pennsylvania 17101, or, if applicable, to the designated office of any successor Tender Agent (the “Delivery Office”).

A Demand Purchase Notice shall be effective upon receipt, irrevocable, and binding on the Owner making such election and on any transferee of the subject Bond.  Each Demand Purchase Notice shall automatically constitute (i) an irrevocable offer to sell the Bond (or portion thereof) to which such notice relates on the specified Purchase Date at a price equal to the purchase price of such Bond (or portion thereof) described above, (ii) an irrevocable authorization and instruction to the Trustee to effect transfer of such Bond (or portion thereof) upon payment of such purchase price to the Trustee on the Purchase Date, (iii) with respect to a tender of a portion of a Bond, an irrevocable authorization and instruction to the Trustee to effect the exchange of such Bond, in part, for other Bonds in an aggregate principal amount equal to the retained portion, so as to facilitate the sale of the tendered portion of such Bond, and (iv) an acknowledgment that such Owner will have no further rights with respect to such Bond (or portion thereof) upon payment of the purchase price thereof to the Trustee on the Purchase Date, except for the right of such Owner to receive such purchase price upon surrender of such Bond, if held in certificated form, to the Trustee endorsed for transfer in blank and with guarantee of signature satisfactory to the Trustee and that after the Purchase Date such Owner will hold such Bond as agent for the Trustee.  If the Bond that is the subject of a Demand Purchase Notice is not then held in book-entry form and the Owner of such Bond fails to deliver such Bond to the Tender Agent at or before 10:00 a.m..  New York City time, on the specified Purchase Date, then such undelivered Bond or portion thereof (the “Undelivered Bond”) shall be deemed to have been tendered for purchase to the Tender Agent and, to the extent that there shall be held by the Trustee or the Tender Agent on or before the applicable Purchase Date an amount sufficient to pay the Purchase Price thereof and available for such purpose pursuant to the Indenture, such Undelivered Bond shall on such Purchase Date cease to bear interest and no longer shall be considered to be Outstanding under the Indenture.  Money held by the Tender Agent or the Trustee for the purchase of such Undelivered Bond shall be held in a special separate trust account for the Owner of such Undelivered Bond and shall be held uninvested, and without liability for interest, pending delivery of such Undelivered Bonds to the Tender Agent.

Mandatory Purchase.  The Bonds are subject to mandatory tender for purchase to the Tender Agent on (a) the Conversion Date and (b) on the date of delivery of a Substitute Letter of Credit (as defined in the Indenture) to the Trustee (the “Substitution Date”), in each case at a purchase price equal to the principal amount thereof plus accrued interest.  Any of the

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Bonds not delivered to the Tender Agent at or before 10:00 a.m., New York City time, on the Conversion Date or the Substitution Date, as the case may be (“Undelivered Bonds”), for which there has been irrevocably deposited in trust with the Trustee or the Tender Agent an amount of money sufficient to pay the purchase price, shall be deemed to have been purchased at such purchase price and interest on such Undelivered Bonds shall cease to accrue as of such Conversion Date or Substitution Date, as the case may be.  Thereafter, the Owners of such Undelivered Bonds shall not be entitled to any payment other than payment of the purchase price for such Undelivered Bonds upon surrender thereof to the Tender Agent and such Undelivered Bonds shall no longer be outstanding and entitled to the benefits of the Indenture.

BY ACCEPTANCE OF THIS BOND, THE HOLDER HEREOF AGREES THAT THIS BOND WILL BE PURCHASED, WHETHER OR NOT SURRENDERED, ON ANY PURCHASE DATE SPECIFIED BY THE HOLDER HEREOF IN THE EXERCISE OF THE DEMAND PURCHASE OPTION DESCRIBED ABOVE AND ON THE CONVERSION DATE OR SUBSTITUTION DATE, AS APPLICABLE, IN CONNECTION WITH ANY MANDATORY TENDER FOR PURCHASE.  IN SUCH EVENT, THE HOLDER OF THIS BOND SHALL NOT BE ENTITLED TO RECEIVE FURTHER INTEREST HEREON, SHALL HAVE NO FURTHER RIGHTS UNDER THIS BOND OR THE INDENTURE EXCEPT FOR PAYMENT OF THE PURCHASE PRICE HELD THEREFOR, AND, IF THIS BOND IS NOT SURRENDERED ON SUCH DATE, SHALL THEREAFTER HOLD THIS BOND AS AGENT FOR THE TENDER AGENT.

Extraordinary Redemption.  The Bonds are callable for redemption in the event (1) the Project Facilities (as defined in the Indenture) or any portion thereof is damaged or destroyed or taken in a condemnation proceeding or a deed of all or any part thereof is given in lieu of condemnation, as provided in Section 6.04 of the Loan Agreement, or (2) the Company shall exercise its option to cause the Bonds to be redeemed for any reason as provided in Section 9.02 of the Loan Agreement.  If called for redemption at any time pursuant to (1) or (2) above, the Bonds shall be subject to redemption by the Authority on any Interest Payment Date, in whole or in part, at a redemption price of one hundred percent (100%) of the principal amount thereof plus accrued interest to the redemption date.

Mandatory Redemption.  The Bonds are subject to mandatory redemption prior to maturity as follows:

(a)           in whole, on the Interest Payment Date immediately preceding the Letter of Credit Termination Date (as herein defined), at a redemption price equal to one hundred percent (100%) of the principal amount thereof plus accrued interest to the redemption date, if the Trustee shall not have received on or before the fifteenth (15th) calendar day prior to such Interest Payment Date a written commitment from the Bank or a Substitute Bank (as that phrase is defined in the Indenture) to issue a Substitute Letter of Credit to be effective on or before the Interest Payment Date immediately preceding the Letter of Credit Termination Date;

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(b)           in whole or in part, on any Interest Payment Date, at a redemption price equal to one hundred percent (100%) of the principal amount thereof being redeemed plus accrued interest to the redemption date, if any proceeds of the sale of the Bonds remain on deposit in the Project Fund established under the Indenture upon completion of the Project, under the conditions specified in the Indenture;

(c)           in whole, on the earliest practicable date selected by the Trustee, after consultation with the Company, following the occurrence of a Determination of Taxability, as defined in the Indenture, but in no event later than one hundred eighty (180) days following the occurrence of such Determination of Taxability, at a redemption price equal to one hundred percent (100%) of the principal amount thereof plus accrued interest to the redemption date.

Optional Redemption On or prior to the Conversion Date, the Bonds are subject to redemption by the Authority, at the option of the Company, at any time, subject to the notice provisions described below, in whole or in part, at the redemption price of 100% of the principal amount thereof being redeemed plus accrued interest to the redemption date.

Notice of Redemption; General Redemption Provisions If any of the Bonds or portions thereof are called for redemption, notice of the call for redemption, identifying the Bonds or portions thereof to be redeemed, the date fixed for redemption and the redemption price (including the premium, if any), shall be given by the Trustee depositing a copy of the redemption notice in first-class mail at least thirty (30) days (ten (10) days, in the case of a mandatory redemption in connection with termination of the Letter of Credit), but not more than sixty (60) days prior to the date fixed for redemption to the Owner of each Bond to be redeemed in whole or in part at the address of such Owner as shown on the registration books maintained by the Trustee.  Any notice mailed as provided above shall be conclusively presumed to have been duly given, whether or not the Owner receives the notice.  No further interest shall accrue on the principal of any Bond called for redemption (or the applicable portion of a Bond called for redemption in part) after the redemption date if Available Money (as defined in the Indenture) sufficient for such redemption has been deposited with the Trustee.  Notwithstanding the foregoing, the notice requirements contained in the first sentence of this paragraph may be deemed satisfied with respect to a transferee of a Bond which has been purchased pursuant to the Demand Purchase Option under certain circumstances provided in Section 4.06 of the Indenture, after such Bond has previously been called for redemption, notwithstanding the failure to satisfy the notice requirements of the first sentence of this paragraph with respect to such transferee.

If less than all the Bonds are to redeemed on any particular date, the particular Bonds or portions thereof to be redeemed on such date shall be selected by the Trustee at random or in such other manner as the Trustee in its discretion shall deem fair and appropriate, subject, however, to the provisions of the Indenture with respect to Pledged Bonds (as that phrase is defined in the Indenture).

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GENERAL PROVISIONS

As used herein, the phrase “Business Day” means a day which is not (i) a Saturday or Sunday, (ii) a legal holiday on which banking institutions in the city in which the Designated Office of the Trustee is located, the city in which the Delivery Office of the Tender Agent is located, or the city in which the principal office of the Bank is located, are authorized or required by law to close, or (iii) a day on which the New York Stock Exchange is closed; the phrase “Interest Payment Date” shall mean, prior to the Conversion Date, the first day of every calendar month, commencing November 2, 2001, or if such day is not a Business Day (as herein defined), the next succeeding Business Day, and from and after the Conversion Date, the first day of the sixth month following the Conversion Date and each anniversary thereof and first day of the twelfth month following the Conversion Date and each anniversary thereof, commencing on the first of such dates to occur following the Conversion Date; the phrase “Conversion Option” means the option granted to the Company under the Indenture to convert the interest rate on the Bonds from the Floating Rate to the Fixed Rate; and the phrase “Conversion Date” means the Business Day on which the interest rate on the Bonds is converted from the Floating Rate to the Fixed Rate, as determined in connection with the Company’s exercise of the Conversion Option.  Any other capitalized terms or phrases used in this Bond but not defined herein shall have the meanings ascribed thereto by the Indenture.

Prior to the Conversion Date, the Bonds are issuable as fully registered bonds, without coupons, in denominations of $100,000 principal amount or any integral multiple of $5,000 in excess thereof and may not be issued, exchanged or transferred except in such denominations.  From and after the Conversion Date, the Bonds are issuable as fully registered bonds, without coupons, in the denominations of $5,000 principal amount or any integral multiple thereof.

The Authority, the Tender Agent and the Trustee may deem and treat the person in whose name ownership of this Bond is registered on the records maintained by the Trustee for such purpose as the absolute owner hereof (whether or not this Bond shall be overdue) for all purposes, and neither the Authority, the Tender Agent nor the Trustee shall be bound by any notice or knowledge to the contrary.  A transfer of ownership of this Bond shall be registered on the records maintained by the Trustee upon presentation of this Bond by the registered owner hereof, in person or by his attorney duly authorized in writing, at the Designated Office of the Trustee, but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture.  Upon such transfer of ownership, a new Bond or Bonds will be issued in the name of the transferee in exchange for this Bond.

Notwithstanding anything to the contrary contained herein or in the Indenture, the Loan Agreement or in any other instrument or document executed by or on behalf of the Authority in connection herewith, no stipulation, covenant, agreement or obligation contained herein or therein shall be deemed or construed to be a stipulation, covenant, agreement or obligation of any present or future member, commissioner, director, trustee, officer, employee or agent of the Authority, or of any successor to the Authority, in any such person’s individual capacity, and no such person, in his individual capacity, shall be liable personally for any breach or nonobservance of or for any failure to perform, fulfill or comply with any such stipulations,

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covenants, agreements or the principal of or premium, if any, or interest on any of the Bonds or for any claim based thereon or on any such stipulation, covenant, agreement or obligation, against any such person, in his individual capacity, either directly or through the Authority or any successor to the Authority, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such person, in his individual capacity, is hereby expressly waived and released.

The Owner of this Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any default under the Indenture, or to institute, appear in or defend any suit or other proceedings with respect thereto, unless certain circumstances described in the Indenture shall have occurred.  In certain events, on the conditions, in the manner and with the effect set forth in the Indenture, the principal of all the Bonds issued under the Indenture and then Outstanding may become or may be declared due and payable before the stated maturity thereof, together with interest accrued thereon.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modifications of the rights and obligations of the Authority and the rights of the Owners of the Bonds at any time by the Authority with the consent of the Bank and the Owners of all Bonds at the time Outstanding.  Any such consent or any waiver by the Bank and the Owners of all Bonds at the time Outstanding shall be conclusive and binding upon the Owner of this Bonds and upon all future Owners of this Bond or of any Bond issued in replacement for this Bond upon transfer of ownership or exchange, whether or not notation of such consent or waiver is made upon this Bond or such replacement Bond.  The Indenture also contains provisions which, subject to certain conditions, permit or require the Trustee to waive certain past defaults under the Indenture and their consequences.

It is hereby certified, recited and declared that all acts, conditions and things required to exist, happen and be performed precedent to and in connection with the execution and delivery of the Indenture and the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by law; and that the issuance of this Bond and the issue of which it forms a part, together with all other obligations of the Authority, does not exceed or violate any constitutional or statutory limitation.

This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Indenture until the certificate of authentication hereon shall have been signed by the Trustee or the Tender Agent, as authenticating agent.

IN WITNESS WHEREOF, UNION COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY has caused this Bond to be signed in its name and on its behalf by the manual or facsimile signature of its Chairman or Vice Chairman and its corporate seal to be affixed, imprinted or reproduced hereon and attested by the manual or facsimile signature of its Secretary or Assistant Secretary, all as of the Series Issue Date.

ATTEST: UNION COUNTY INDUSTRIAL

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	DEVELOPMENT AUTHORITY
	By:
(Assistant) Secretary		(Vice) Chairman
(SEAL)

[FORM OF CERTIFICATE OF AUTHENTICATION]

CERTIFICATE OF AUTHENTICATION

This Bond is one of the Bonds of the issue described in the within-mentioned Trust Indenture.  The Text of the Opinion attached to this Bond is a true and correct copy of the text of an original Opinion issued by Rhoads & Sinon LLP, dated and delivered on the date of original delivery of, and payment for, such Bonds, that is on file at our corporate trust office in Harrisburg, Pennsylvania, where the same may be inspected.

	Allfirst Bank,
	as Trustee and Tender Agent
	By:
		Authorized Signature
Date of Authentication:

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[FORM OF ASSIGNMENT]

FOR VALUE RECEIVED, the undersigned, hereby sells, assigns and transfers unto                  (Tax Identification or Social Security No.             ) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints                                attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises.

Dated:
	NOTICE: The signature(s) to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever.
Signature Guaranteed:
NOTICE: Signature must be guaranteed by an approved eligible guarantor institution, an institution which is a participant in a signature guarantee program recognized by the Securities Transfer Association.

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EXHIBIT B

[FIXED RATE FORM OF BOND]

	UNITED STATES OF AMERICA
No. FR-	COMMONWEALTH OF PENNSYLVANIA	$

UNION COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY

VARIABLE RATE DEMAND/FIXED

RATE REVENUE BOND

(STABLER COMPANIES INC.  PROJECT)

SERIES OF 2001

SERIES ISSUE DATE MATURITY DATE INTEREST RATE CUSIP

May 2,2001

UNION COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY (the “Authority”), an industrial and commercial development authority organized and existing under the Economic Development Financing Law (the “Act”), of the Commonwealth of Pennsylvania (the “Commonwealth”), for value received, promises to pay to the order of                             , or registered assigns, on the Maturity Date stated above, upon surrender hereof, but only from the sources referred to herein, the principal sum of                                    DOLLARS ($      ), unless this Variable Rate Demand/Fixed Rate Revenue Bond (Stabler Companies Inc.  Project), Series of 2001 (the “Bond”), duly shall have been called for earlier redemption and payment of the redemption price shall have been made or provided for, and to pay initially on                     1,               , and thereafter semiannually, on                       1 and                  1 of each year (each an “Interest Payment Date”), but only from the sources referred to herein, interest on said principal sum at the Interest Rate per annum stated above, until the principal sum hereof is paid or provision for payment thereof has been made as provided in the Indenture.  Interest on this Bond is payable from the Interest Payment Date next preceding the date of registration and authentication of this Bond, unless: (a) this Bond is registered and authenticated as of an Interest Payment Date, in which event this Bond shall bear interest from such Interest Payment Date; or (b) this Bond is registered and authenticated after a Record Date (hereinafter defined) and before the next succeeding Interest Payment Date, in which event this Bond shall bear interest from such Interest Payment Date; or (c) this Bond is registered and authenticated on or prior to the Record Date (hereinafter defined) next preceding the first Interest Payment Date following the Conversion Date (as defined in the Indenture), in which event this Bond shall bear interest from such Conversion Date; or (d) as shown by the records of the Trustee (hereinafter defined), interest on this Bond shall be in default, in which event this Bond shall bear interest from the date to which interest was last paid on this Bond.

The principal of this Bond, when due upon maturity or upon any earlier call for redemption, shall be payable at the Designated Office (hereinafter defined) of ALLFIRST BANK (together with its successors in the trust, the “Trustee”), as trustee under the Indenture (hereinafter defined), or at the duly designated office of any successor trustee under such

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Indenture.  As used herein, the phrase “Designated Office” shall mean the corporate trust office of the Trustee in Harrisburg, Pennsylvania, or any other office or offices of the Trustee designated by the Trustee may, from time to time, designated as the place at which Bonds may be presented for payment, registration of a transfer of ownership or exchange.  Payment of interest due on this Bond shall be made on each Interest Payment Date to the person in whose name ownership of this Bond is registered as of the close of business of the Trustee on the fifteenth (15th) calendar day, whether or not a Business Day (as herein defined), preceding the applicable Interest Payment Date (the “Record Date”), by check mailed to the address of such registered owner as such address appears on the registration books for the Bonds maintained by the Trustee; provided, however, that interest shall be paid by wire transfer to an account of such registered owner in the United States, if such registered owner is the Bank (hereinafter defined) or Depository Trust Company or its nominee or a successor securities depository or if such registered owner is the owner of Bonds (hereinafter defined) in an aggregate principal amount of $1,000,000 or more and shall have made a written request for wire payment of interest to the Trustee at least fifteen (15) calendar days prior to the Interest Payment Date.  Any interest that is not timely paid or duly provided for shall cease to be payable to the person in whose name this Bond is registered as of the regular Record Date for the payment of such interest, and shall be payable to the person in whose name this Bond is registered at the close of business of the Trustee on a Special Record Date for the payment of such overdue interest (the “Special Record Date”) established by notice mailed by the Trustee on behalf of the Authority to the registered owner of this Bond not less than fifteen (15) days preceding such Special Record Date and not less than twenty (20) days, but not more than thirty (30) days, prior to the date established by the Trustee for the payment of such overdue interest (the “Special Interest Payment Date”).  Such notice shall be mailed to the person in whose name this Bond is registered at the close of business of the Trustee on the fifth (5th) day preceding the date of mailing.

The principal of, premium, if any, and interest on this Bond shall be payable in lawful money of the United States of America and only from certain receipts, revenues and money of the Authority available for such purposes, all as provided and more fully set forth in a Trust Indenture, dated as of May 1, 2001 (the “Indenture”), duly executed and delivered by the Authority to the Trustee, as trustee.  This Bond is one of the series of $8,465,000 aggregate principal amount of revenue bonds of the Authority, known as “Variable Rate Demand/Fixed Rate Revenue Bonds (Stabler Companies Inc.  Project), Series of 2001 (the “Bonds”), all issued under, and equally and ratably secured by, the Indenture, and by an assignment of all right, title and interest of the Authority in the Loan Agreement (hereinafter defined) and any sums (except certain amounts in respect of administrative expenses and indemnification of the Authority) payable thereunder by Stabler Companies Inc.  (the “Company”), a corporation organized and existing under laws of the Commonwealth with its principal office in Harrisburg, Pennsylvania.  The Company and the Authority have entered into a Loan Agreement, dated as of May 1, 2001 (the “Loan Agreement”), under which the Authority has agreed to lend the proceeds of the Bonds to the Company to finance Costs of the Projects, as such terms are defined in the Indenture (the “Project”) and, in consideration thereof, the Company has agreed to make payments to the Authority in amounts and at times sufficient to meet all obligations of the Authority with respect to the Bonds.

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The Company has caused an irrevocable direct pay letter of credit, issued by Allfirst Bank, and dated as of such Conversion Date to be delivered to the Trustee, pursuant to which the Trustee is authorized, subject to the terms and conditions thereof, to draw up to (a) an amount equal to the principal amount of the Bonds, to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration, plus (b) an amount equal to                days’ accrued interest on the Bonds (based on a year of 360 days comprised of twelve 30-day months).  Such irrevocable letter of credit and any substitute letter of credit delivered to the Trustee in accordance with the terms of the Indenture is herein called the “Letter of Credit.” As used herein, the term “Bank” shall mean Allfirst Bank, in its capacity as issuer of such irrevocable letter of credit, or the bank or other institution issuing any such substitute letter of credit (the “Substitute Letter of Credit”).  The Letter of Credit expires on                     , unless earlier terminated pursuant to its terms or extended.  As used herein, the phrase “Letter of Credit Termination Date” means the later of (i) that date upon which the Letter of Credit expires or terminates pursuant to its terms, or (ii) that date to which the expiration or termination of the Letter of Credit may be extended, from time to time, either by extension or renewal of the existing Letter of Credit or the issuance of a Substitute Letter of Credit.  Subject to the provisions of the Indenture, the Company may, but is not required to, cause the Letter of Credit to be extended or replaced with a Substitute Letter of Credit prior to the Letter of Credit Termination Date.  The Bank is under no obligation to extend or replace the Letter of Credit.  Unless the Letter of Credit is extended or replaced prior to the Letter of Credit Termination Date in accordance with the terms of the Indenture, the Bonds will become subject to mandatory redemption, as described below.  The Letter of Credit is being issued pursuant to a Letter of Credit Agreement (as the same may be amended or replaced, the “Letter of Credit Agreement”) between the Company and the Bank, under which the Company is obligated to reimburse the Bank for all drawings under the Letter of Credit.

Reference is made to the Indenture, an executed counterpart of which is on file at the corporate trust office of the Trustee in Harrisburg, Pennsylvania, for a statement of the particular receipts, revenues and money of the Authority pledged for payment of the principal of, premium, if any, and interest on the Bonds, the nature, extent and manner of enforcement of the security for the Bonds, the rights of holders of the Bonds and of the Trustee with respect to such security, and the terms and conditions upon which the Bonds are issued.

THE BONDS ARE SPECIAL, LIMITED OBLIGATIONS OF THE AUTHORITY PAYABLE SOLELY AND EXCLUSIVELY FROM THE PAYMENTS REQUIRED TO BE MADE BY THE COMPANY UNDER THE LOAN AGREEMENT AND FROM DRAWS ON THE LETTER OF CREDIT.  NO RECOURSE SHALL BE HAD FOR THE PAYMENT OF THE PRINCIPAL OF THIS BOND OR ANY INTEREST, PURCHASE PRICE OR REDEMPTION PRICE PAYABLE WITH RESPECT TO THIS BOND, OR ANY CLAIM BASED ON THIS BOND, THE INDENTURE OR THE LOAN AGREEMENT, AGAINST THE AUTHORITY OR ANY SUCCESSOR TO THE AUTHORITY, OR AGAINST ANY PRESENT, PAST OR FUTURE OFFICER, MEMBER, EMPLOYEE OR AGENT OF THE AUTHORITY OR ANY SUCCESSOR TO THE AUTHORITY, UNDER ANY CONSTITUTIONAL PROVISION, STATUTE OR RULE OF LAW, BY THE ENFORCEMENT OF ANY ASSESSMENT, BY ANY LEGAL OR EQUITABLE PROCEEDING, OR BY ANY

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OTHER MEANS, AND ALL SUCH LIABILITY OF THE AUTHORITY, ALL SUCH SUCCESSORS TO THE AUTHORITY AND ALL SUCH OFFICERS, MEMBERS, EMPLOYEES OR AGENTS IS RELEASED AS A CONDITION OF, AND IN CONSIDERATION FOR, THE ISSUANCE OF THIS BOND.  FURTHERMORE, IN CONSIDERATION OF THE ISSUANCE OF THIS BOND, THE HOLDER HEREOF COVENANTS NOT TO SUE THE AUTHORITY, ANY SUCCESSOR TO THE AUTHORITY OR ANY PAST, PRESENT OR FUTURE MEMBER, OFFICER, EMPLOYEE OR AGENT OF THE AUTHORITY OR ANY SUCH SUCCESSOR, EXCEPT AS EXPRESSLY PERMITTED IN THE INDENTURE AND THE LOAN AGREEMENT.  THE BONDS AND THE INTEREST THEREON ARE NOT, AND SHALL NOT BE, A DEBT OR LIABILITY OF THE COMMONWEALTH OF PENNSYLVANIA OR ANY POLITICAL SUBDIVISION THEREOF AND DO NOT AND SHALL NOT CREATE OR CONSTITUTE AN INDEBTEDNESS, LIABILITY OR OBLIGATION, LEGAL, MORAL OR OTHERWISE, OF THE COMMONWEALTH OF PENNSYLVANIA OR ANY POLITICAL SUBDIVISION THEREOF, AND THE AUTHORITY SHALL NOT INCUR ANY INDEBTEDNESS ON BEHALF OF OR IN ANY WAY OBLIGATE THE COMMONWEALTH OF PENNSYLVANIA OR ANY POLITICAL SUBDIVISION THEREOF.  NEITHER THE MEMBERS OF THE AUTHORITY NOR ANY PERSON EXECUTING THE BONDS SHALL BE LIABLE PERSONALLY ON THE BONDS BY REASON OF THE ISSUANCE THEREOF.  THE AUTHORITY IS A CONDUIT AUTHORITY AND HAS NO TAXING POWER.

THE AUTHORITY HAS NOT PARTICIPATED IN THE PREPARATION OF THE PLACEMENT MEMORANDUM PREPARED IN CONNECTION WITH THE SALE AND ISSUANCE OF THE BONDS AND NEITHER HAS NOR ASSUMES ANY RESPONSIBILITY AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION CONTAINED IN THE PLACEMENT MEMORANDUM, EXCEPT FOR INFORMATION UNDER THE SECTION ENTITLED “THE AUTHORITY.” THE AUTHORITY HAS LIKEWISE NOT PARTICIPATED IN THE OFFER, SALE OR DISTRIBUTION OF THE BONDS.

INTEREST ON BONDS

In General.  This Bond shall bear interest at the fixed rate per annum set forth above.  All computations of interest on this Bond shall be based on a 360-day year of twelve 30-day months.

MANDATORY TENDER FOR PURCHASE

The Bonds are subject to mandatory tender for purchase to the Tender Agent on the date of delivery of a Substitute Letter of Credit (as defined in the Indenture) to the Trustee (the “Substitution Date”), at a purchase price equal to the principal amount thereof plus accrued interest.  Any of the Bonds not delivered to the Tender Agent at or before 10:00 a.m., New York City time, on the Substitution Date (“Undelivered Bonds”), for which there has been irrevocably deposited in trust with the Trustee or the Tender Agent an amount of money sufficient to pay the purchase price, shall be deemed to have been purchased at such purchase price and interest on

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such Undelivered Bonds shall cease to accrue as of such Substitution Date.  Thereafter, the Owners of such Undelivered Bonds shall not be entitled to any payment other than payment of the purchase price for such Undelivered Bonds upon surrender thereof to the Tender Agent and such Undelivered Bonds shall no longer be outstanding and entitled to the benefits of the Indenture.

BY ACCEPTANCE OF THIS BOND, THE HOLDER HEREOF AGREES THAT THIS BOND WILL BE PURCHASED, WHETHER OR NOT SURRENDERED, ON THE SUBSTITUTION DATE IN CONNECTION WITH ANY MANDATORY TENDER FOR PURCHASE.  IN SUCH EVENT, THE HOLDER OF THIS BOND SHALL NOT BE ENTITLED TO RECEIVE FURTHER INTEREST HEREON, SHALL HAVE NO FURTHER RIGHTS UNDER THIS BOND OR THE INDENTURE EXCEPT FOR PAYMENT OF THE PURCHASE PRICE HELD THEREFOR, AND, IF THIS BOND IS NOT SURRENDERED ON SUCH DATE, SHALL THEREAFTER HOLD THIS BOND AS AGENT FOR THE TENDER AGENT.

REDEMPTION PROVISIONS

Extraordinary Redemption.  The Bonds are callable for redemption in the event (1) the Project Facilities (as that phrase is defined in the Indenture) or any portion thereof is damaged or destroyed or taken in a condemnation proceeding or a deed of all or any part thereof is given in lieu of condemnation, as provided in Section 6.04 of the Loan Agreement, or (2) the Company shall exercise its option to cause the Bonds to be redeemed for any reason as provided in Section 9.02 of the Loan Agreement.  If called for redemption at any time pursuant to (1) or (2) above, the Bonds shall be subject to redemption by the Authority on any Interest Payment Date, in whole or in part, at a redemption price of one hundred percent (100%) of the principal amount thereof plus accrued interest to the redemption date.

Mandatory Redemption.  The Bonds are subject to mandatory redemption prior to maturity as follows:

(a)           in whole, on the Interest Payment Date immediately preceding the Letter of Credit Termination Date (as herein defined), at a redemption price equal to one hundred percent (100%) of the principal amount thereof plus accrued interest to the redemption date, if the Trustee shall not have received on or before the fifteenth (15th) calendar day prior to such Interest Payment Date a written commitment from the Bank or a Substitute Bank (as that phrase is defined in the Indenture) to issue a Substitute Letter of Credit to be effective on or before the interest payment date immediately preceding the Letter of Credit Termination Date;

(b)           in whole or in part, on any Interest Payment Date, at a redemption price equal to one hundred percent (100%) of the principal amount thereof being redeemed plus accrued interest to the redemption date, if any proceeds of the sale of the Bonds remain on deposit in the Project Fund established under the Indenture upon completion of the Project, under the conditions specified in the Indenture;

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(c)           in whole, on the earliest practicable date selected by the Trustee, after consultation with the Company, following the occurrence of a Determination of Taxability, as defined in the Indenture, but in no event later than one hundred eighty (180) days following the occurrence of such Determination of Taxability, at a redemption price equal to one hundred percent (100%) of the principal amount thereof plus accrued interest to the redemption date,

[INSERT THE FOLLOWING MANDATORY REDEMPTION LANGUAGE, IF APPLICABLE:]

Mandatory Sinking Fund Redemption.  The Bonds are subject to mandatory sinking fund redemption on the Interest Payment Date occurring in the month of August in each of the years [insert year] to 2018, in the principal amounts set forth in the Indenture, at a redemption price equal to 100% of the principal amount redeemed, plus accrued interest to the date of redemption.

Optional Redemption.  The Bonds are subject to redemption by the Authority, at the option of the Company, in whole on                           or on any date thereafter or in part, from time to time, on                    or on any Interest Payment Date thereafter, in each case at a redemption price of 100% of the principal amount being redeemed plus accrued interest to the redemption date.  No such optional redemption shall occur unless there shall be available in the Bond Fund established under the Indenture sufficient Available Money (as defined in the Indenture) to pay all amounts due with respect to such redemption.

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[INSERT THE FOLLOWING PARAGRAPH, IF APPLICABLE:]

Pursuant to the Letter of Credit Agreement, the Company has agreed to direct that Bonds be called for optional redemption on certain dates and in certain amounts.  The Bank and the Company may agree to modify the terms of, or discontinue, such agreement to direct the optional redemption of Bonds, without notice to, or consent of, Bondholders.

Notice of Redemption; General Redemption Provisions If any of the Bonds or portions thereof are called for redemption, notice of the call for redemption, identifying the Bonds or portions thereof to be redeemed, the date fixed for redemption and the redemption price (including the premium, if any), shall be given by the Trustee depositing a copy of the redemption notice in first-class mail at least thirty (30) days (ten (10) days, in the case of a mandatory redemption in connection with termination of the Letter of Credit), but not more than sixty (60) days prior to the date fixed for redemption to the Owner of each Bond to be redeemed in whole or in part at the address of such Owner as shown on the registration books maintained by the Trustee.  Any notice mailed as provided above shall be conclusively presumed to have been duly given, whether or not the Owner receives the notice.  No further interest shall accrue on the principal of any Bond called for redemption (or the applicable portion of a Bond called for redemption in part) after the redemption date if Available Money (as defined in the Indenture) sufficient for such redemption has been deposited with the Trustee.

If less than all the Bonds are to redeemed on any particular date, the particular Bonds or portions thereof to be redeemed on such date shall be selected by the Trustee at random or in such other manner as the Trustee in its discretion shall deem fair and appropriate, subject, however, to the provisions of the Indenture with respect to Pledged Bonds (as that phrase is defined in the Indenture).

GENERAL PROVISIONS

As used herein, the phrase “Business Day” means a day which is not (i) a Saturday or Sunday, (ii) a legal holiday on which banking institutions in the city in which the Designated Office of the Trustee is located, or the city in which the principal office of the Bank is located, are authorized or required by law to close, or (iii) a day on which the New York Stock Exchange is closed.  Any other capitalized terms or phrases used in this Bond but not defined herein shall have the meanings ascribed thereto by the Indenture.

The Bonds are issuable as fully registered bonds, without coupons, in the denominations of $5,000 principal amount or any integral multiple thereof.

The Authority, the Tender Agent and the Trustee may deem and treat the person in whose name ownership of this Bond is registered on the records maintained by the Trustee for such purpose as the absolute owner hereof (whether or not this Bond shall be overdue) for all purposes, and neither the Authority, the Tender Agent nor the Trustee shall be bound by any notice or knowledge to the contrary.  A transfer of ownership of this Bond shall be registered on the records maintained by the Trustee upon presentation of this Bond by the registered owner hereof, in person or by his attorney duly authorized in writing, at the Designated Office of the

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Trustee, but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture.  Upon such transfer of ownership, a new Bond or Bonds will be issued in the name of the transferee in exchange for this Bond.

Notwithstanding anything to the contrary contained herein or in the Indenture, the Loan Agreement or in any other instrument or document executed by or on behalf of the Authority in connection herewith, no stipulation, covenant, agreement or obligation contained herein or therein shall be deemed or construed to be a stipulation, covenant, agreement or obligation of any present or future member, commissioner, director, trustee, officer, employee or agent of the Authority, or of any successor to the Authority, in any such person’s individual capacity, and no such person, in his individual capacity, shall be liable personally for any breach or nonobservance of or for any failure to perform, fulfill or comply with any such stipulations, covenants, agreements or the principal of or premium, if any, or interest on any of the Bonds or for any claim based thereon or on any such stipulation, covenant, agreement or obligation, against any such person, in his individual capacity, either directly or through the Authority or any successor to the Authority, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such person, in his individual capacity, is hereby expressly waived and released.

The Owner of this Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any default under the Indenture, or to institute, appear in or defend any suit or other proceedings with respect thereto, unless certain circumstances described in the Indenture shall have occurred.  In certain events, on the conditions, in the manner and with the effect set forth in the Indenture, the principal of all the Bonds issued under the Indenture and then Outstanding may become or may be declared due and payable before the stated maturity thereof, together with interest accrued thereon.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modifications of the rights and obligations of the Authority and the rights of the Owners of the Bonds at any time by the Authority with the consent of the Bank and the Owners of all Bonds at the time Outstanding.  Any such consent or any waiver by the Bank and the Owners of all Bonds at the time Outstanding shall be conclusive and binding upon the Owner of this Bonds and upon all future Owners of this Bond or of any Bond issued in replacement for this Bond upon transfer of ownership or exchange, whether or not notation of such consent or waiver is made upon this Bond or such replacement Bond.  The Indenture also contains provisions which, subject to certain conditions, permit or require the Trustee to waive certain past defaults under the Indenture and their consequences.

It is hereby certified, recited and declared that all acts, conditions and things required to exist, happen and be performed precedent to and in connection with the execution and delivery of the Indenture and the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by law; and that the issuance of this Bond and the issue of which it forms a part, together with all other obligations of the Authority, does not exceed or violate any constitutional or statutory limitation.

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This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Indenture until the certificate of authentication hereon shall have been signed by the Trustee or the Tender Agent, as authenticating agent.

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IN WITNESS WHEREOF, Union County Industrial Development Authority has caused this Bond to be signed in its name and on its behalf by the manual or facsimile signature of its Chairman or Vice Chairman and its corporate seal to be affixed, imprinted or reproduced hereon and attested by the manual or facsimile signature of its Secretary or Assistant Secretary all as of the Series Issue Date.

ATTEST:	UNION COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY
	By:
(Assistant) Secretary		(Vice) Chairman
(SEAL)

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[FORM OF CERTIFICATE OF AUTHENTICATION]

CERTIFICATE OF AUTHENTICATION

This Bond is one of the Bonds of the issuer described in the within-mentioned Trust Indenture.  The Text of the Opinion attached to this Bond is a true and correct copy of the text of an original Opinion issued by                           , dated and delivered on the date of original delivery of, and payment for, such Bonds, that is on file at our corporate trust office in Harrisburg, Pennsylvania, where the same may be inspected.

	Allfirst Bank,
	as Trustee and Tender Agent
	By:
		Authorized Signature
Date of Authentication:

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[FORM OF ASSIGNMENT]

FOR VALUE RECEIVED,                            the undersigned, hereby sells, assigns and transfers unto                        (Tax Identification or Social Security No.         ) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints                     attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises.

Dated:
	NOTICE: The signature(s) to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever.
Signature Guaranteed:
NOTICE: Signature must be guaranteed by an approved eligible guarantor institution, an institution which is a participant in a signature guarantee program recognized by the Securities Transfer Association.

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EXHIBIT C

PROJECT FUND REQUISITION

TO:	ALLFIRSTBANK
	Corporate Trust Services
	213 Market Street
	Harrisburg, PA 17101

The undersigned hereby requisitions funds from the Project Fund established pursuant to Section 6.06 of the Trust Indenture, dated as of May 1,2001 (the “Indenture”), between Union County Industrial Development Authority (the “Authority”) and ALLFIRST BANK, as trustee, for payment of the amount(s) set forth below to the identified payee(s) and for the purpose(s) shown:

Amount(s)	Name(s) and Address(es) of Payee(s)	Purpose(s)
$

The undersigned hereby certifies that (a) each of the above obligation(s) for which funds are requisitioned has been incurred by Stabler Companies Inc.  (the “Company”) and is due and payable to the named Payee(s) in connection with the Project, as that term is defined in the Indenture, (b) each such obligation is a proper charge against the Project Fund and a Qualified Project Cost, as that phrase is defined in the Indenture, (c) no such obligation has been the basis of a prior requisition for which payment was made or is pending, (d) no written notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable under this Requisition has been received, (e) the payment of this Requisition will not violate the prohibitions or requirements relating to the use of proceeds set forth in the Loan Agreement, (f) no Event of Default, as defined in the Indenture or the Loan Agreement, and no event which after notice or lapse of time or both would constitute such an Event of Default has occurred, that has not been waived or cured.

NOTE:  THIS REQUISITION IS NOT COMPLETE AND IS NOT TO BE PAID UNTIL THE APPROVAL OF ALLFIRST BANK (OR ITS SUCCESSOR, AS ISSUER OF THE LETTER OF CREDIT REFERRED TO IN THE INDENTURE) HAS BEEN RECEIVED.

	STABLER COMPANIES INC.
Date:
	By:		(SEAL)
		Name:
		Title:

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APPROVAL OF ALLFIRST BANK

Allfirst Bank, issuer of the Letter of Credit, hereby approves Project Fund Requisition No.                of Stabler Companies Inc.  submitted for payment in accordance with the provisions of the Trust Indenture, dated as of May 1, 2001, between Union County Industrial Development Authority and ALLFIRST BANK, as trustee, relating to said Authority’s Variable Rate Demand/Fixed Rate Revenue Bonds (Stabler Companies Inc.  Project), Series of 2001.

Dated:                               , 2001	Allfirst Bank
	By:
		Title:

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SPECIMEN

Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”) to the Authority or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

	UNITED STATES OF AMERICA
No. VR-1	COMMONWEALTH OF PENNSYLVANIA	$8,465,000

UNION COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY

VARIABLE RATE DEMAND/FIXED RATE REVENUE BOND
(STABLER COMPANIES INC. PROJECT)
SERIES OF 2001

SERIES ISSUE DATE	MATURITY DATE	INTEREST RATE	CUSIP
May 2, 2001	May 1, 2022	Weekly Floating Rate	906462 AB 2

THIS BOND IS SUBJECT TO MANDATORY TENDER FOR PURCHASE AT THE TIME AND IN THE MANNER HEREINAFTER DESCRIBED, AND MUST BE SO TENDERED OR WILL BE DEEMED TO HAVE BEEN SO TENDERED UNDER CERTAIN CIRCUMSTANCES DESCRIBED HEREIN.

UNION COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY (the “Authority”), an industrial and commercial development authority organized and existing under the Economic Development Financing Law (the “Act”), of the Commonwealth of Pennsylvania (the “Commonwealth”), for value received, promises to pay to the order of CEDE & CO., or registered assigns, on the Maturity Date stated above, upon surrender hereof, but only from the sources referred to herein, the principal sum of EIGHT MILLION FOUR HUNDRED SIXTY-FIVE THOUSAND DOLLARS ($8,465,000) unless this Variable Rate Demand/Fixed Rate Revenue Bond (Stabler Companies Inc.  Project), Series of 2001 (the “Bond”), duly shall have been called for earlier redemption and payment of the redemption price shall have been made or provided for, and to pay, but only from the sources referred to herein, interest on said principal sum, at the rate or rates determined as provided in this Bond and in the Indenture (hereinafter defined), until the principal sum hereof is paid or provision for payment thereof has been made as provided in the Indenture.  Interest on this Bond is payable from the Interest Payment Date (herein defined) next preceding the date of registration and authentication of this Bond, unless: (a) this Bond is registered and authenticated as of an Interest Payment Date, in which event this Bond shall bear interest from such Interest Payment Date; or (b) this Bond is registered and authenticated after a Record Date (hereinafter defined) and before the next succeeding Interest Payment Date, in which event this Bond shall bear interest from such Interest

Payment Date; or (c) this Bond is registered and authenticated on or prior to the Record Date (hereinafter defined) next preceding the first Interest Payment Date, in which event this Bond shall bear interest from the Series Issue Date set forth above; or (d) as shown by the records of the Trustee (hereinafter defined), interest on this Bond shall be in default, in which event this Bond shall bear interest from the date to which interest was last paid on this Bond.

The principal of this Bond, when due upon maturity or upon any earlier call for redemption, shall be payable at the Designated Office (hereinafter defined) of Allfirst Bank (together with its successors in the trust, the “Trustee”), as trustee under the Indenture (hereinafter defined), or at the duly designated office of any successor trustee under such Indenture.  As used herein, the phrase “Designated Office” shall mean the corporate trust office of the Trustee in Harrisburg, Pennsylvania, or any other office or offices of the Trustee designated by the Trustee may, from time to time, designated as the place at which Bonds may be presented for payment, registration of a transfer of ownership or exchange.  Payment of interest due on this Bond shall be made on each Interest Payment Date to the person in whose name ownership of this Bond is registered as of the close of business of the Trustee on the Business Day (as herein defined), preceding the applicable Interest Payment Date (the “Record Date”), by check mailed to the address of such registered owner as shown on the bond register maintained by the Trustee; provided, however, that interest shall be paid by wire transfer to an account of such registered owner in the United States, if such registered owner is the Bank or Depository Trust Company or its nominee or a successor securities depository (hereinafter defined) or if such registered owner is the owner of Bonds (hereinafter defined) in an aggregate principal amount of $1,000,000 or more and shall have made a written request for wire payment of interest to the Trustee at least fifteen (15) calendar days prior to the Interest Payment Date.  Any interest that is not timely paid or duly provided for shall cease to be payable to the person in whose name this Bond is registered as of the regular Record Date for the payment of such interest, and shall be payable to the person in whose name this Bond is registered at the close of business of the Trustee on a special record date for the payment of such overdue interest (the “Special Record Date”) established by notice mailed by the Trustee on behalf of the Authority to the registered owner of this Bond not less than fifteen (15) days preceding such Special Record Date and not less than twenty (20) days, but not more than thirty (30) days, prior to the date established by the Trustee for the payment of such overdue interest (the “Special Interest Payment Date”).  Such notice shall be mailed to the person in whose name this Bond is registered at the close of business of the Trustee on the fifth (5th) day preceding the date of mailing.

The principal of, premium, if any, and interest on this Bond shall be payable in lawful money of the United States of America and only from certain receipts, revenues and money of the Authority available for such purposes, all as provided and more fully set forth in a Trust Indenture, dated as of May 1,2001 (the “Indenture”), duly executed and delivered by the Authority to the Trustee, as trustee.  This Bond is one of the series of $8,465,000 aggregate principal amount of revenue bonds of the Authority, known as “Variable Rate Demand/Fixed Rate Revenue Bonds (Stabler Companies Inc. Project), Series of 2001 (the “Bonds”), all issued under the Indenture and equally and ratably secured by the Indenture and by an assignment thereunder of all right, title and interest of the Authority in the Loan Agreement (hereinafter defined) and any sums (except certain amounts in respect of administrative expenses and indemnification of the Authority) payable thereunder by Stabler Companies Inc. (the

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“Company”), a corporation organized and existing under laws of the Commonwealth with its principal office in Harrisburg, Pennsylvania.  The Company and the Authority have entered into a Loan Agreement, dated as of May 1, 2001 (the “Loan Agreement”), under which the Authority has agreed to lend the proceeds of the Bonds to the Company to finance Costs of the Projects, as such terms are defined in the Indenture (the “Project”) and, in consideration thereof, the Company has agreed to make payments to the Authority in amounts and at times sufficient to meet all obligations of the Authority with respect to the Bonds.

The Company has caused an irrevocable direct pay letter of credit issued by Allfirst Bank and dated the Series Issue Date set forth above to be delivered to the Trustee, pursuant to which the Trustee is authorized, subject to the terms and conditions thereof, to draw up to (a) an amount equal to the principal amount of the Bonds (i) to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to pay the portion of the Purchase Price (hereinafter defined) of Bonds tendered to the Tender Agent (hereinafter defined) corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ accrued interest on the Outstanding Bonds at twelve percent (12%) per annum (based on a year of 365 or 366 days, as appropriate, and the actual number of days elapsed).  Such irrevocable letter of credit and any substitute letter of credit delivered to the Trustee in accordance with the terms of the Indenture is herein called the “Letter of Credit.” As used herein, the term “Bank” shall mean Allfirst Bank, in its capacity as issuer of such irrevocable letter of credit, or the bank or other institution issuing any such substitute letter of credit (the “Substitute Letter of Credit”).  The initial Letter of Credit expires on May 1, 2006, unless earlier terminated pursuant to its terms or extended.  As used herein, the phrase “Letter of Credit Termination Date” means the later of (i) that date upon which the Letter of Credit expires or terminates pursuant to its terms, or (ii) that date to which the expiration or termination of the Letter of Credit may be extended, from time to time, either by extension or renewal of the existing Letter of Credit or the issuance of a Substitute Letter of Credit.  Subject to the provisions of the Indenture, the Company may, but is not required to, cause the Letter of Credit to be extended or replaced with a Substitute Letter of Credit prior to the Letter of Credit Termination Date.  The Bank is under no obligation to extend or replace the Letter of Credit.  Unless the Letter of Credit is extended or replaced prior to the Letter of Credit Termination Date in accordance with the terms of the Indenture, the Bonds will become subject to mandatory redemption, as described below.  The Letter of Credit is being issued pursuant to a Letter of Credit Agreement (as the same may be amended or replaced, the “Letter of Credit Agreement”) between the Company and the Bank, under which the Company is obligated to reimburse the Bank for all drawings under the Letter of Credit.

Reference is made to the Indenture, an executed counterpart of which is on file at the corporate trust office of the Trustee located in Harrisburg, Pennsylvania, for a statement of the particular receipts, revenues, and money of the Authority pledged for payment of the principal of, premium, if any, and interest on the Bonds, the nature, extent and manner of enforcement of the security for the Bonds, the rights of holders of the Bonds and of the Trustee with respect to such security, and the terms and conditions upon which the Bonds are issued.

THE BONDS ARE SPECIAL, LIMITED OBLIGATIONS OF THE AUTHORITY PAYABLE SOLELY AND EXCLUSIVELY FROM THE PAYMENTS REQUIRED TO BE MADE BY THE COMPANY UNDER THE LOAN AGREEMENT

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AND FROM DRAWS ON THE LETTER OF CREDIT.  NO RECOURSE SHALL BE HAD FOR THE PAYMENT OF THE PRINCIPAL OF THIS BOND OR ANY INTEREST, PURCHASE PRICE OR REDEMPTION PRICE PAYABLE WITH RESPECT TO THIS BOND, OR ANY CLAIM BASED ON THIS BOND, THE INDENTURE OR THE LOAN AGREEMENT, AGAINST THE AUTHORITY OR ANY SUCCESSOR TO THE AUTHORITY, OR AGAINST ANY PRESENT, PAST OR FUTURE OFFICER, MEMBER, EMPLOYEE OR AGENT OF THE AUTHORITY OR ANY SUCCESSOR TO THE AUTHORITY, UNDER ANY CONSTITUTIONAL PROVISION, STATUTE OR RULE OF LAW, BY THE ENFORCEMENT OF ANY ASSESSMENT, BY ANY LEGAL OR EQUITABLE PROCEEDING, OR BY ANY OTHER MEANS, AND ALL SUCH LIABILITY OF THE AUTHORITY, ALL SUCH SUCCESSORS TO THE AUTHORITY AND ALL SUCH OFFICERS, MEMBERS, EMPLOYEES OR AGENTS IS RELEASED AS A CONDITION OF, AND IN CONSIDERATION FOR, THE ISSUANCE OF THIS BOND.  FURTHERMORE, IN CONSIDERATION OF THE ISSUANCE OF THIS BOND, THE HOLDER HEREOF COVENANTS NOT TO SUE THE AUTHORITY, ANY SUCCESSOR TO THE AUTHORITY OR ANY PAST, PRESENT OR FUTURE MEMBER, OFFICER, EMPLOYEE OR AGENT OF THE AUTHORITY OR ANY SUCH SUCCESSOR, EXCEPT AS EXPRESSLY PERMITTED IN THE INDENTURE AND THE LOAN AGREEMENT.  THE BONDS AND THE INTEREST THEREON ARE NOT, AND SHALL NOT BE, A DEBT OR LIABILITY OF THE COMMONWEALTH OF PENNSYLVANIA OR ANY POLITICAL SUBDIVISION THEREOF AND DO NOT AND SHALL NOT CREATE OR CONSTITUTE AN INDEBTEDNESS, LIABILITY OR OBLIGATION, LEGAL, MORAL OR OTHERWISE, OF THE COMMONWEALTH OF PENNSYLVANIA OR ANY POLITICAL SUBDIVISION THEREOF, AND THE AUTHORITY SHALL NOT INCUR ANY INDEBTEDNESS ON BEHALF OF OR IN ANY WAY OBLIGATE THE COMMONWEALTH OF PENNSYLVANIA OR ANY POLITICAL SUBDIVISION THEREOF.  NEITHER THE MEMBERS OF THE AUTHORITY NOR ANY PERSON EXECUTING THE BONDS SHALL BE LIABLE PERSONALLY ON THE BONDS BY REASON OF THE ISSUANCE THEREOF.  THE AUTHORITY IS A CONDUIT AUTHORITY AND HAS NO TAXING POWER.

THE AUTHORITY HAS NOT PARTICIPATED IN THE PREPARATION OF THE PLACEMENT MEMORANDUM PREPARED IN CONNECTION WITH THE SALE AND ISSUANCE OF THE BONDS AND NEITHER HAS NOR ASSUMES ANY RESPONSIBILITY AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION CONTAINED IN THE PLACEMENT MEMORANDUM, EXCEPT FOR INFORMATION UNDER THE SECTION ENTITLED “THE AUTHORITY.”  THE AUTHORITY HAS LIKEWISE NOT PARTICIPATED IN THE OFFER, SALE OR DISTRIBUTION OF THE BONDS.

INTEREST ON BONDS

In General.  This Bond shall bear interest at a Floating Rate or a Fixed Rate, as specified above and described below.  All of the Bonds shall initially bear interest at a Floating Rate, subject to conversion on the Conversion Date (herein defined) to a Fixed Rate, as described herein.  The “Floating Rate” is an interest rate determined and adjusted weekly as described

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below.  A “Fixed Rate” is an interest rate for the Fixed Rate Period determined as described below.  All computations of interest at a Floating Rate shall be based on the actual number of days elapsed and a year of 365 or 366 days, as appropriate; and all computations of interest at the Fixed Rate shall be based on a 360-day year of twelve 30-day months.

The Floating Rate.  A Floating Rate shall be determined for each Weekly Period as described below.  No later than 9:30 a.m., New York City time, on each Friday or, if such Friday is not a Business Day, on the next succeeding Business Day (the “Determination Date”), Allfirst Bank, Baltimore, Maryland, or its successor as remarketing agent for the Bonds under the Indenture (the “Remarketing Agent”), shall determine the Floating Rate for the Weekly Period commencing on such Determination Date (or, if such Determination Date is not a Friday, then on the immediately preceding Friday) as the minimum interest rate necessary, in its sole judgment, to sell the Bonds on the Determination Date (as herein defined) at a price equal to the principal amount thereof, exclusive of any accrued interest.  The Floating Rate shall be determined by the Remarketing Agent weekly and shall be effective on each Friday for the Weekly Period (as herein defined) beginning on such day, all as more fully set forth in the Indenture.  The determination of the Floating Rate shall be conclusive and binding upon the Owners of the Bonds, the Authority, the Trustee, the Remarketing Agent, the Company and the Bank (as those terms and phrases are defined herein) and no Owner of Bonds shall be given notice thereof, unless such Owner shall file with the Trustee a written request to receive notice of the Floating Rate so determined from time to time.  Anything herein to the contrary notwithstanding, the Floating Rate shall in no event exceed twelve percent (12%) per annum.  As used herein, “Weekly Period” means the seven-day period commencing on Friday and ending on and including Thursday of the following calendar week, except that (i) the first Weekly Period shall commence on the Series Issue Date set forth above and end on and include the following Thursday, and (ii) the last Weekly Period preceding a conversion of the interest rate on the Bonds from the Floating Rate to a Fixed Rate shall end on and include the last day prior to the Conversion Date (as defined below).

If for any reason the interest rate on the Bonds for any Weekly Period is not determined by the Remarketing Agent in accordance with the foregoing provisions or a court holds that the Floating Rate established in accordance with the foregoing provisions is invalid or unenforceable, the Floating Rate for the Bonds shall be (a) for the first Weekly Period in which the Floating Rate is not so determined by the Remarketing Agent or is so held invalid or unenforceable, a rate per annum equal to the Floating Rate that was applicable to the Bonds for the immediately preceding Weekly Period and (b) for each Weekly Period thereafter, a rate per annum equal to 85% of the interest rate per annum applicable to 30-day commercial paper having a rating of A-2/P-2, as reported in The Wall Street Journal on each Determination Date.

Conversion to Fixed Rate.  The Indenture provides that the Company shall have the option to direct that the interest rate on the Bonds be converted from the Floating Rate to the Fixed Rate on any Business Day selected for such purpose (the “Conversion Date”), upon satisfaction of certain terms and conditions set forth in the Indenture.  Notice of the exercise of such option shall be given, at the direction of the Company, by the Trustee to the Owners of the Bonds at least twenty (20) days but not more than thirty (30) days prior to the Conversion Date in accordance with the requirements of the Indenture.  If the Remarketing Agent has not presented to the Company firm commitments for the purchase of, or a firm agreement to

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underwrite the sale of, all of the Bonds on the Conversion Date by the close of business on the fifth (5th) Business Day prior to the proposed Conversion Date, the Company, at its option, may rescind its election to exercise the Conversion Option by delivering a written notice of rescission to the Trustee, the Tender Agent (as herein defined) and the Bank by the close of business of the Trustee on the fourth (4th) Business Day prior to the proposed Conversion Date.  Thereupon, the Company shall direct the Trustee to immediately notify the Owners of such rescission, and the Bonds shall continue to bear interest at the Floating Rate (at the rate in effect for the then current Weekly Period and, thereafter, at the Floating Rate established for each subsequent Weekly Period in accordance with the Indenture), until the Company shall elect to exercise the Conversion Option and establish a Conversion Date in accordance with the Indenture.

The Fixed Rate.  The “Fixed Rate” shall be the fixed annual interest rate on the Bonds, for the period beginning on the Conversion Date and running through the final maturity date of the Bonds, established by the Remarketing Agent as the rate that is necessary to enable the Remarketing Agent to receive commitments on or prior to the fifth (5th) Business Day preceding the Conversion Date to purchase the Bonds on the Conversion Date at a price of par, without discount or premium.

OPTIONAL AND MANDATORY TENDER FOR PURCHASE

Upon the terms and conditions set forth herein and in the Indenture, the Bonds shall be subject to optional and mandatory tender for purchase, at a purchase price equal to the principal amount thereof plus accrued interest (the “Purchase Price”), at the Delivery Office (hereinafter defined) of ALLFIRST BANK, as tender agent for the Bonds, or any successor in such capacity (the “Tender Agent”), as follows:

Demand Purchase Option.  While the Bonds bear interest at the Floating Rate, any Bond (or any portion of such Bond in an authorized denomination) shall be purchased on demand of the Owner thereof on any Business Day designated by such Owner in a Demand Purchase Notice (herein defined), at a price equal to 100% of the outstanding principal amount of such Bond, plus accrued and unpaid interest on such Bond to the date of purchase (the “Purchase Price”), provided that (a) the Owner of such Bond delivers to the Tender Agent, at the address set forth below, a written notice or demand (a “Demand Purchase Notice”) stating (i) the principal amount (or portion thereof) and number of the Bond to be purchased; and (ii) the date on which such Bond (or portion thereof) shall be purchased (the “Purchase Date”), which shall be a Business Day prior to the Conversion Date, but not earlier than the seventh (7th) day following the date of delivery of the Demand Purchase Notice to the Tender Agent; and (b) the Owner delivers such Bond, duly endorsed for transfer or accompanied by a bond power endorsed in blank, to the Tender Agent at its Delivery Office not later than 10:00 a.m., New York City time, on the Purchase Date.  If, however, any Bond as to which the Owner has delivered a Demand Purchase Notice is remarketed to such Owner pursuant to the Remarketing Agreement (as defined in the Indenture), such Owner need not deliver such Bond to the Tender Agent as provided in (b) above and such Bond shall nonetheless be deemed to have been delivered to the Tender Agent, remarketed to the Owner and redelivered to such Owner for purposes of the Indenture.

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All Demand Purchase Notices, Bonds tendered for purchase and other instruments required to be delivered to the Tender Agent in connection with a tender of Bonds for purchase shall be delivered to ALLFIRST BANK, Corporate Trust Services, 213 Market Street, Mail Code 001-02-11, Harrisburg, Pennsylvania 17101, or, if applicable, to the designated office of any successor Tender Agent (the “Delivery Office”).

A Demand Purchase Notice shall be effective upon receipt, irrevocable, and binding on the Owner making such election and on any transferee of the subject Bond.  Each Demand Purchase Notice shall automatically constitute (i) an irrevocable offer to sell the Bond (or portion thereof) to which such notice relates on the specified Purchase Date at a price equal to the purchase price of such Bond (or portion thereof) described above, (ii) an irrevocable authorization and instruction to the Trustee to effect transfer of such Bond (or portion thereof) upon payment of such purchase price to the Trustee on the Purchase Date, (iii) with respect to a tender of a portion of a Bond, an irrevocable authorization and instruction to the Trustee to effect the exchange of such Bond, in part, for other Bonds in an aggregate principal amount equal to the retained portion, so as to facilitate the sale of the tendered portion of such Bond, and (iv) an acknowledgment that such Owner will have no further rights with respect to such Bond (or portion thereof) upon payment of the purchase price thereof to the Trustee on the Purchase Date, except for the right of such Owner to receive such purchase price upon surrender of such Bond, if held in certificated form, to the Trustee endorsed for transfer in blank and with guarantee of signature satisfactory to the Trustee and that after the Purchase Date such Owner will hold such Bond as agent for the Trustee.  If the Bond that is the subject of a Demand Purchase Notice is not then held in book-entry form and the Owner of such Bond fails to deliver such Bond to the Tender Agent at or before 10:00 a.m., New York City time, on the specified Purchase Date, then such undelivered Bond or portion thereof (the “Undelivered Bond”) shall be deemed to have been tendered for purchase to the Tender Agent and, to the extent that there shall be held by the Trustee or the Tender Agent on or before the applicable Purchase Date an amount sufficient to pay the Purchase Price thereof and available for such purpose pursuant to the Indenture, such Undelivered Bond shall on such Purchase Date cease to bear interest and no longer shall be considered to be Outstanding under the Indenture.  Money held by the Tender Agent or the Trustee for the purchase of such Undelivered Bond shall be held in a special separate trust account for the Owner of such Undelivered Bond and shall be held uninvested, and without liability for interest, pending delivery of such Undelivered Bonds to the Tender Agent.

Mandatory Purchase.  The Bonds are subject to mandatory tender for purchase to the Tender Agent on (a) the Conversion Date and (b) on the date of delivery of a Substitute Letter of Credit (as defined in the Indenture) to the Trustee (the “Substitution Date”), in each case at a purchase price equal to the principal amount thereof plus accrued interest.  Any of the Bonds not delivered to the Tender Agent at or before 10:00 a.m., New York City time, on the Conversion Date or the Substitution Date, as the case may be (“Undelivered Bonds”), for which there has been irrevocably deposited in trust with the Trustee or the Tender Agent an amount of money sufficient to pay the purchase price, shall be deemed to have been purchased at such purchase price and interest on such Undelivered Bonds shall cease to accrue as of such Conversion Date or Substitution Date, as the case may be.  Thereafter, the Owners of such Undelivered Bonds shall not be entitled to any payment other than payment of the purchase price for such Undelivered Bonds upon surrender thereof to the Tender Agent and such Undelivered Bonds shall no longer be outstanding and entitled to the benefits of the Indenture.

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BY ACCEPTANCE OF THIS BOND, THE HOLDER HEREOF AGREES THAT THIS BOND WILL BE PURCHASED, WHETHER OR NOT SURRENDERED, ON ANY PURCHASE DATE SPECIFIED BY THE HOLDER HEREOF IN THE EXERCISE OF THE DEMAND PURCHASE OPTION DESCRIBED ABOVE AND ON THE CONVERSION DATE OR SUBSTITUTION DATE, AS APPLICABLE, IN CONNECTION WITH ANY MANDATORY TENDER FOR PURCHASE.  IN SUCH EVENT, THE HOLDER OF THIS BOND SHALL NOT BE ENTITLED TO RECEIVE FURTHER INTEREST HEREON, SHALL HAVE NO FURTHER RIGHTS UNDER THIS BOND OR THE INDENTURE EXCEPT FOR PAYMENT OF THE PURCHASE PRICE HELD THEREFOR, AND, IF THIS BOND IS NOT SURRENDERED ON SUCH DATE, SHALL THEREAFTER HOLD THIS BOND AS AGENT FOR THE TENDER AGENT.

REDEMPTION PROVISIONS

Extraordinary Redemption.  The Bonds are callable for redemption in the event (1) the Project Facilities (as defined in the Indenture) or any portion thereof is damaged or destroyed or taken in a condemnation proceeding or a deed of all or any part thereof is given in lieu of condemnation, as provided in Section 6.04 of the Loan Agreement, or (2) the Company shall exercise its option to cause the Bonds to be redeemed for any reason as provided in Section 9.02 of the Loan Agreement.  If called for redemption at any time pursuant to (1) or (2) above, the Bonds shall be subject to redemption by the Authority on any Interest Payment Date, in whole or in part, at a redemption price of one hundred percent (100%) of the principal amount thereof plus accrued interest to the redemption date.

Mandatory Redemption.  The Bonds are subject to mandatory redemption prior to maturity as follows:

(a) in whole, on the Interest Payment Date immediately preceding the Letter of Credit Termination Date (as herein defined), at a redemption price equal to one hundred percent (100%) of the principal amount thereof plus accrued interest to the redemption date, if the Trustee shall not have received on or before the fifteenth (15th) calendar day prior to such Interest Payment Date a written commitment from the Bank or a Substitute Bank (as that phrase is defined in the Indenture) to issue a Substitute Letter of Credit to be effective on or before the Interest Payment Date immediately preceding the Letter of Credit Termination Date;

(b) in whole or in part, on any Interest Payment Date, at a redemption price equal to one hundred percent (100%) of the principal amount thereof being redeemed plus accrued interest to the redemption date, if any proceeds of the sale of the Bonds remain on deposit in the Project Fund established under the Indenture upon completion of the Project, under the conditions specified in the Indenture;

(c) in whole, on the earliest practicable date selected by the Trustee, after consultation with the Company, following the occurrence of a Determination of Taxability, as defined in the Indenture, but in no event later than one hundred eighty (180) days following the occurrence of such Determination of Taxability, at a redemption price equal to one hundred percent (100%) of the principal amount thereof plus accrued interest to the redemption date.

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Optional Redemption.  On or prior to the Conversion Date, the Bonds are subject to redemption by the Authority, at the option of the Company, at any time, subject to the notice provisions described below, in whole or in part, at the redemption price of 100% of the principal amount thereof being redeemed plus accrued interest to the redemption date.

Pursuant to the Letter of Credit Agreement, the Company has agreed to direct that Bonds be called for optional redemption on certain dates and in certain amounts.  The Bank and the Company may agree to modify the terms of, or discontinue, such agreement to direct the optional redemption of Bonds, without notice to, or consent of, Bondholders.

Notice of Redemption; General Redemption Provisions.  If any of the Bonds or portions thereof are called for redemption, notice of the call for redemption, identifying the Bonds or portions thereof to be redeemed, the date fixed for redemption and the redemption price (including the premium, if any), shall be given by the Trustee depositing a copy of the redemption notice in first-class mail at least thirty (30) days (ten (10) days, in the case of a mandatory redemption in connection with termination of the Letter of Credit), but not more than sixty (60) days prior to the date fixed for redemption to the Owner of each Bond to be redeemed in whole or in part at the address of such Owner as shown on the registration books maintained by the Trustee.  Any notice mailed as provided above shall be conclusively presumed to have been duly given, whether or not the Owner receives the notice.  No further interest shall accrue on the principal of any Bond called for redemption (or the applicable portion of a Bond called for redemption in part) after the redemption date if Available Money (as defined in the Indenture) sufficient for such redemption has been deposited with the Trustee.  Notwithstanding the foregoing, the notice requirements contained in the first sentence of this paragraph may be deemed satisfied with respect to a transferee of a Bond which has been purchased pursuant to the Demand Purchase Option under certain circumstances provided in Section 4.06 of the Indenture, after such Bond has previously been called for redemption, notwithstanding the failure to satisfy the notice requirements of the first sentence of this paragraph with respect to such transferee.

If less than all the Bonds are to redeemed on any particular date, the particular Bonds or portions thereof to be redeemed on such date shall be selected by the Trustee at random or in such other manner as the Trustee in its discretion shall deem fair and appropriate, subject, however, to the provisions of the Indenture with respect to Pledged Bonds (as that phrase is defined in the Indenture).

GENERAL PROVISIONS

As used herein, the phrase “Business Day” means a day which is not (i) a Saturday or Sunday, (ii) a legal holiday on which banking institutions in the city in which the Designated Office of the Trustee is located, the city in which the Delivery Office of the Tender Agent is located, or the city in which the principal office of the Bank is located, are authorized or required by law to close, or (iii) a day on which the New York Stock Exchange is closed; the phrase “Interest Payment Date” shall mean, prior to the Conversion Date, the first day of every calendar month, commencing June 1, 2001, or if such day is not a Business Day (as herein defined), the next succeeding Business Day, and from and after the Conversion Date, the first day of the sixth month following the Conversion Date and each anniversary thereof and first day of the twelfth month following the Conversion Date and each anniversary thereof, commencing

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on the first of such dates to occur following the Conversion Date; the phrase “Conversion Option” means the option granted to the Company under the Indenture to convert the interest rate on the Bonds from the Floating Rate to the Fixed Rate; and the phrase “Conversion Date” means the Business Day on which the interest rate on the Bonds is converted from the Floating Rate to the Fixed Rate, as determined in connection with the Company’s exercise of the Conversion Option.  Any other capitalized terms or phrases used in this Bond but not defined herein shall have the meanings ascribed thereto by the Indenture.

Prior to the Conversion Date, the Bonds are issuable as fully registered bonds, without coupons, in denominations of $100,000 principal amount or any integral multiple of $5,000 in excess thereof and may not be issued, exchanged or transferred except in such denominations.  From and after the Conversion Date, the Bonds are issuable as fully registered bonds, without coupons, in the denominations of $5,000 principal amount or any integral multiple thereof.

The Authority, the Tender Agent and the Trustee may deem and treat the person in whose name ownership of this Bond is registered on the records maintained by the Trustee for such purpose as the absolute owner hereof (whether or not this Bond shall be overdue) for all purposes, and neither the Authority, the Tender Agent nor the Trustee shall be bound by any notice or knowledge to the contrary.  A transfer of ownership of this Bond shall be registered on the records maintained by the Trustee upon presentation of this Bond by the registered owner hereof, in person or by his attorney duly authorized in writing, at the Designated Office of the Trustee, but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture.  Upon such transfer of ownership, a new Bond or Bonds will be issued in the name of the transferee in exchange for this Bond.

Notwithstanding anything to the contrary contained herein or in the Indenture, the Loan Agreement or in any other instrument or document executed by or on behalf of the Authority in connection herewith, no stipulation, covenant, agreement or obligation contained herein or therein shall be deemed or construed to be a stipulation, covenant, agreement or obligation of any present or future member, commissioner, director, trustee, officer, employee or agent of the Authority, or of any successor to the Authority, in any such person’s individual capacity, and no such person, in his individual capacity, shall be liable personally for any breach or nonobservance of or for any failure to perform, fulfill or comply with any such stipulations, covenants, agreements or the principal of or premium, if any, or interest on any of the Bonds or for any claim based thereon or on any such stipulation, covenant, agreement or obligation, against any such person, in his individual capacity, either directly or through the Authority or any successor to the Authority, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such person, in his individual capacity, is hereby expressly waived and released.

The Owner of this Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any default under the Indenture, or to institute, appear in or defend any suit or other proceedings with respect thereto, unless certain circumstances described in the Indenture shall have occurred.  In certain events, on the conditions, in the manner and with the effect set forth in the Indenture, the principal of all the Bonds issued under the Indenture and then Outstanding

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may become or may be declared due and payable before the stated maturity thereof, together with interest accrued thereon.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modifications of the rights and obligations of the Authority and the rights of the Owners of the Bonds at any time by the Authority with the consent of the Bank and the Owners of all Bonds at the time Outstanding.  Any such consent or any waiver by the Bank and the Owners of all Bonds at the time Outstanding shall be conclusive and binding upon the Owner of this Bonds and upon all future Owners of this Bond or of any Bond issued in replacement for this Bond upon transfer of ownership or exchange, whether or not notation of such consent or waiver is made upon this Bond or such replacement Bond.  The Indenture also contains provisions which, subject to certain conditions, permit or require the Trustee to waive certain past defaults under the Indenture and their consequences.

It is hereby certified, recited and declared that all acts, conditions and things required to exist, happen and be performed precedent to and in connection with the execution and delivery of the Indenture and the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by law; and that the issuance of this Bond and the issue of which it forms a part, together with all other obligations of the Authority, does not exceed or violate any constitutional or statutory limitation.

This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Indenture until the Trustee or the Tender Agent, as authenticating agent hereon shall have signed the certificate of authentication.

IN WITNESS WHEREOF, UNION COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY has caused this Bond to be signed in its name and on its behalf by the manual or facsimile signature of its Chairman or Vice Chairman and its corporate seal to be affixed, imprinted or reproduced hereon and attested by the manual or facsimile signature of its Secretary or Assistant Secretary, all as of the Series Issue Date.

ATTEST:		UNION COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY
	SPECIMEN	By:	SPECIMEN
	(Assistant) Secretary		(Vice) Chairman

(SEAL)

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CERTIFICATE OF AUTHENTICATION

This Bond is one of the Bonds of the issue described in the within-mentioned Trust Indenture.  The Text of the Opinion attached to this Bond is a true and correct copy of the text of an original Opinion issued by Rhoads & Sinon LLP, dated and delivered on the date of original delivery of, and payment for, such Bonds, that is on file at our corporate trust office in Harrisburg, Pennsylvania, where the same may be inspected.

ALLFIRST BANK, as Trustee and Tender Agent
By:	SPECIMEN
	Authorized Signature

Date of Authentication:

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FOR VALUE RECEIVED,                                                   , the undersigned, hereby sells, assigns and transfers unto                                              (Tax Identification or Social Security No.                         ) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints                                                as attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises.

Dated:	SPECIMEN
	NOTICE:                The signature(s) to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever.
Signature Guaranteed:
SPECIMEN
NOTICE:                Signature must be guaranteed by an approved eligible guarantor institution, an institution which is a participant in a signature guarantee program recognized by the Securities Transfer Association.

13

Structured Finance Ratings
55 Water Street
New York, NY 10041-0001
Tel	212 438 2000
Fax	212 438 7321
	212 438 7322

Standard & Poor’s

           A Division of The McGraw-Hill Companies

April 30, 2001

Mr. Tim Minori

Stabler Companies, Inc.

635 Lucknow Road

Harrisburg, Pennsylvania  17110

Re:*$8,465,000 Union County Industrial Development Authority Variable Rate Demand/Fixed Rate Revenue Bonds Series 2001 (Stabler Companies Inc. Project)

Due:  October 1, 2018

Dear Mr. Minori:

Pursuant to your request for a rating on the above issue, we have reviewed the information presented to us and have assigned the rating of “A/A-l” to these bonds.  We have assigned both a long-term and a short-term rating to this issue.  The long-term rating reflects our assessment of the likelihood of repayment of these bonds to maturity based primarily on the credit support of the bank providing the letter of credit.  The short-term rating reflects the likelihood of repayment based on the availability of the letter of credit during the “put” period.  The rating will expire on May 1, 2006.

We will maintain ongoing surveillance in accordance with Standard & Poor’s policies.  Rating adjustments may be precipitated by, among other things, changes in the financial position of the bank providing the irrevocable letter of credit, changes in law or by alterations made to the original set of documents supporting the issue.  In connection with our surveillance of the rating please submit all material changes to the legal documentation or payment structure of the transaction.  These changes plus information concerning redemption, tenders and letter of credit amendments should be sent to Standard & Poor’s, Letter of Credit Surveillance Group/Bonds, 55 Water Street, New York, New York 10041.  There is no need to provide us with ongoing financial information for the issuer of the securities.  Standard & Poor’s relies on the underwriter, bond counsel and bank counsel for the accuracy and completeness of the information submitted in connection with the rating.

This letter constitutes Standard & Poor’s permission to you to disseminate the above-assigned rating to interested parties.  You understand that Standard & Poor’s has not consented to, and will not consent to, being named an “expert” under the federal securities laws, including without limitation, Section 7 of the Securities Act of 1933.  In addition it should be understood that the rating is not a “market” rating nor a recommendation to buy, hold, or sell the bonds.  Standard & Poor’s reserves the right to advise its own clients, subscribers, and the public of the rating.  Please be sure to send us executed copies of all final documentation as soon as possible after closing but in no event later than 15 days thereafter.  In the event that final papers are not received by us, we reserve the right to withdraw our rating.

We arc pleased to have had the opportunity of being of service to you.  Our initial hill for the analytical work performed on these bonds will be sent to you within one month.  If we can be of further help, please do not hesitate to call upon us.

Very truly yours,

Abraham S. Losice

Director

*Payment of principal and interest unconditionally supported by a letter of credit issued by Allfirst Bank.

cc:Hans-Michael Hurdle

David O. Twaddell

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EX-10.23

Exhibit 10.23

NEW ENTERPRISE STONE & LIME CO., INC.
EXECUTIVE BENEFIT PLAN

New Enterprise Stone & Lime Co., Inc., a corporation organized under the laws of the State of Delaware, (the “Company”), and its affiliated companies, wishes to provide a supplementary deferred compensation benefit as a reward to certain officers and other key employees of the Company and its Subsidiaries and to provide certain of such officers and key employees with the opportunity to defer the receipt of certain compensation to be paid by the Company.  In furtherance thereof, the New Enterprise Stone & Lime Co., Inc. Executive Benefit Plan permits the Company to make contributions to the Plan on behalf of eligible officers and key employees and permits them to elect, as permitted by the Committee, to defer certain compensation in accordance with the terms hereof.

The Plan is hereby amended and restated effective January 1, 2008 (the “Effective Date”) to achieve compliance with the requirements of Section 409A of the Code.  All amounts earned or vested before and after the Effective Date are subject to the terms of this Plan.  The Company reserves the right to amend the Plan, either retroactively or prospectively, in whatever respect is required to achieve compliance with the requirements of Section 409A of the Code and regulations issued thereunder.

1.Definitions.

Whenever used herein, the following terms shall have the meanings set forth below:

“Account” means a deferred compensation account established for a Participant in accordance with Section 2 which includes the Retirement Distribution Account and In-Service Distribution Account(s).

“Affiliate” means, with respect to a person or entity, a person that directly or indirectly controls, or is controlled by, or is under common control with such person or entity, or with respect to a person, a person who is an Immediate Family Member of such person or a trust the beneficiary or beneficiaries of which are persons who are Immediate Family Members of such person.

“Base Compensation” means, with respect to an employee, regular annualized salary for the then current pay period in which it is paid, and excludes, without limitation, bonuses, commissions, expense reimbursement, payments from, and contributions by the Company to, any insurance, pension or retirement, savings, severance or other employee benefit plan.

“Board” means the Board of Directors of the Company.

“Bonus” means the amount earned by the Participant under the Company’s annual bonus compensation program, or such other bonus as may be designated by the Committee for deferral hereunder.

“Cause” means a Participant’s (as determined by the Committee, in its sole discretion):

(a)engagement in any type of disloyalty to the Company, including without limitation, fraud, embezzlement, theft, or dishonesty in the course of his/her employment or other service to the Company, or otherwise breaches any fiduciary duty owed to the Company;

(b)conviction of any felony or a misdemeanor involving moral turpitude;

(c)entering of a plea of guilty or nolo contendere to a felony or a misdemeanor involving moral turpitude;

(d)disclosure of any confidential, proprietary, business or technical information or trade secret of the Company or of any of its Affiliates; or

(e)breach of any agreement with or duty to the Company or any written Company policy;

provided that, if “Cause” is defined in a Participant’s employment agreement with the Company, if any, then “Cause” with respect to such Participant has the meaning ascribed to such term in such employment agreement.

“Change in Control” means:

(a)the sale, transfer, assignment or other disposition (including by merger or consolidation, but excluding an underwritten public offering of the common stock of the Company) by stockholders of the Company, in one transaction or a series of related transactions, of more than fifty percent (50%) of the voting power represented by the then outstanding common stock of the Company to one or more Persons (other than to Persons who are stockholders of the Company on the date that the Plan is adopted by the Board, or to Affiliates of any such stockholders); or

(b)the sale of substantially all of the assets of the Company, or

(c)the liquidation or dissolution of the Company.

Notwithstanding the foregoing, (i) a transaction shall not constitute a Change in Control if its sole purpose is to create a holding company that shall be owned in substantially the same proportions by the Persons who held the Company’s securities immediately before such transaction and (ii) in the event of a transaction that would otherwise constitute a Change in Control hereunder, the Committee, as constituted immediately prior to such transaction, in its discretion may vote to deem such transaction not to be a Change in Control.  Furthermore, a transaction shall not constitute a Change in Control unless it satisfies the definition of “change in control” within the meaning of Treas. Reg. 1.409A-3(i)(5).

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“Code” means the Internal Revenue Code of 1986, as amended, and regulations issued thereunder.

“Committee” means the Executive Committee of the Board or such other committee appointed by the Executive Committee pursuant to Section 12.

“Company Contribution” means the Company contribution credited to a Participant’s Account, in an amount determined in accordance with Section 2 and Schedule A as amended from time to time by the Committee.

“Deferred Compensation” means any amount deferred pursuant to Section 3(a) hereof.

“Deferral Election” means the election form which an Eligible Employee files with the Committee to participate in the Plan.

“Disabled” or “Disability” means “disabled” or “disability” as such term is defined in the Company’s group long-term disability plan, as may be amended from time to time; provided, however, that such Disability constitutes a “disability” as defined in Treas. Reg. § 1.409A-3(i)(4).

“Eligible Employee” means an Employee who (a) is a member of a group of selected management and/or highly compensated employees of the Company and (b) is designated by the Committee as eligible to participate in the Plan.

“Employee” means any individual employed by an Employer on a regular, full-time basis (in accordance with the personnel policies and practices of the Company); provided however, that to qualify as an “Employee” for purposes of the Plan, the individual must be a member of a “select group of management or highly compensated employees” within the meaning of Sections 201, 301 and 401 of the Employee Retirement Income Security Act of 1974, as amended.

“Employer” means the Company and any Subsidiary and other affiliate of the Company the employees of which, with the consent of the Company, participate in the Plan.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Good Reason” means (a) a material diminution in the Participant’s base compensation, (b) a material diminution in the Participant’s authority, duties, or responsibilities, (c) a material diminution in the authority, duties, or responsibilities of the supervisor to whom the Participant is required to report, including a requirement that the Participant report to a corporate officer or employee instead of reporting directly to the board of directors (or similar governing body with respect to an entity other than a corporation), (d) a material diminution in the budget over which the Participant retains authority, (e) a material change in the geographic location at which the Participant must perform the services, or (f) any other action or inaction that constitutes a material breach by the Company of an agreement under which the service provider provides services; provided that, if “Good Reason” is defined in a Participant’s

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employment agreement with the Company, if any, then “Good Reason” with respect to such Participant has the meaning ascribed to such term in such employment agreement.

“Immediate Family Member” means a person’s spouse, parents, lineal descendants, siblings, nieces, nephews and the spouse of any of them, including adoptive relationships.

“In-Service Distribution Account” means the account maintained for a Participant to which Deferred Compensation and Company Contributions are credited and pursuant to which benefits are payable in accordance with Section 6(c).

“Normal Retirement Age” means age 65.

“Participant” means an Eligible Employee on whose behalf the Company makes a contribution to the Plan.

“Person” means an individual, partnership, corporation, limited liability company, trust, joint venture, unincorporated association or other entity or association.

“Plan” means the Company’s Executive Benefit Plan, as set forth herein and as the same may from time to time be amended.

“Plan Year” means the 12-month period commencing each July 1 and ending each June 30.

“Re-Deferral Election” means an election to change the form and commencement date of payment with respect to all or a portion of an Account by filing an election change consistent with the requirements of the Treas. Reg. 1.409A-2(b), or any succeeding regulations.  The Committee reserves the right to and discretion to reject and disallow a Re-Deferral Election for any reason and at any time.  A Re-Deferral Election as to an Account:  (i) will not be effective as to any payment from such Account scheduled to be made within 12 months of the Re-Deferral Election; and (ii) shall cause the first payment to which such Re-Deferral Election applies to be deferred by 5 years from the originally scheduled payment date.  A change to the form and commencement date of payment pursuant to Section 6(d) shall not be deemed a Re-Deferral Election.

“Retirement Distribution Account” means the account maintained for a Participant to which Deferred Compensation and Company Contributions are credited and pursuant to which benefits are payable in accordance with Section 6(b).

“Rule of 75” means the sum of a Participant’s age and the Participant’s Years of Service, but only if such sum is 75 or greater.

“Separation from Service” means a cessation of a Participant’s employment by the Company that constitutes a “separation from service” within the meaning of Treas. Reg. 1.409A-1(h).

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“Subsidiary” means any corporation (other than the Company) that is a “subsidiary corporation” with respect to the Company under Section 424(f) of the Code.  In the event the Company becomes a subsidiary of another company, the provisions hereof applicable to subsidiaries shall, unless otherwise determined by the Committee, also be applicable to any company that is a “parent corporation” with respect to the Company under Section 424(e) of the Code.

“Unforeseeable Emergency” means, within the meaning of Treas. Reg. 1.409A-3(i)(3), a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, the Participant’s beneficiary, or the Participant’s dependent (as defined in Section 152 of the Code, without regard to Sections 152(b)(1), (b)(2), and (d)(1)(B)); loss of the Participant’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, not as a result of a natural disaster); or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the service provider.

“Vesting Date” shall mean June 30 of each Plan Year.

“Year of Service” means a 12-month period beginning on a Participant’s first day of participation in the Plan or anniversary thereof provided the Participant is an Employee at the end of such 12-month period.

2.Company Contributions.

Each month the Company shall credit to the Account of each Employee who is an Eligible Employee at the end of such month a Company Contribution equal to the applicable percentage set forth in Schedule A, as amended from time to time, multiplied by the Base Compensation earned for such month.  In addition, the Company shall credit to the Account of each Employee who is an Eligible Employee at the time a Bonus is paid a Company Contribution equal to the applicable percentage set forth in Schedule A, as amended from time to time, multiplied by the amount of such Bonus.  With respect to Employees who first become Eligible Employees in a Plan Year, the Company shall credit to an Account established for such Eligible Employee a Company Contribution commencing on and after the earlier of the July 1 or January 1 first following the date on which such Employee first became an Eligible Employee, or such other date determined by the Committee.  Unless otherwise determined by the Committee, the Company shall continue to credit Company Contributions to each such Account until the applicable Participant ceases to be an Eligible Employee.  Company Contributions attributable to Base Compensation shall be credited to Participants monthly in accordance with procedures to be adopted by the Committee, and Company Contributions attributable to a Participant’s Bonus shall be credited as soon as practicable following the payment of the Bonus to the Participant.

3.Election to Defer Compensation.

(a)Employee Deferrals.  If permitted by the Committee in accordance with Schedule A as amended from time to time, the Participant may elect that up to 50% of the Participant’s Base Compensation otherwise earned during a calendar year commencing after the calendar year in which such election is filed with the Company, and up to 90% of the

5

Participant’s Bonus earned in such future calendar year, shall be compensation deferred under the Plan.  Subject to the last sentence of this Section 3(a), elections with respect to Base Compensation and Bonus shall be made prior to December 31 of the calendar year preceding the year in which the Base Compensation is to be earned, or such earlier time as may be established by the Committee.  Notwithstanding the foregoing, if permitted by the Committee, in the case of a Bonus that constitutes “performance-based compensation” within the meaning of Treas. Reg. 1.409A-1(e), or any succeeding regulations, an election to defer such Bonus may be made at any time that is at least six months before the end of the period of at least 12 months during which the Participant may earn such Bonus.  Elections to defer Base Compensation and/or Bonus amounts are irrevocable at the end of the election period established by the Committee, provided that, the Committee in its sole discretion, may accept revocations of elections to defer Base Compensation up to December 31 of the calendar year in which the Participant files a Deferral Election.

(b)New Eligible Employees.  If a Participant is newly designated by the Committee as being eligible to elect Deferred Compensation in accordance with Schedule A, the Participant may make a Deferral Election within 30 days after such Participant first becomes eligible to make such a deferral election with respect to Base Compensation and Bonus earned after such Deferral Election in the calendar year of the election.

(c)Form of Election.  The election described in Section 3(a) shall be made in writing substantially in the form attached hereto as Exhibit A as applicable, or in such other form as the Committee may prescribe from time to time, to the Committee within the time specified herein.  With respect to the amount deferred, an election to defer Base Compensation and/or Bonus amounts will remain in effect year-to-year until changed or revoked, but as of the deadline established by the Committee for making elections, the election becomes irrevocable for the immediately following year.

(d)Credit to Accounts.  All Deferred Compensation with respect to a Participant shall be credited to the Participant’s Account when such Deferred Compensation would otherwise have been paid to the Participant but for an election pursuant to this Section 3.

4.Accounts.

(a)In General.  The establishment and maintenance of, and credits to and deductions from, a Participant’s Account (whether under Section 2, 3(a) or 4(b), or otherwise) shall be mere bookkeeping entries, and shall not vest in the Participant or his beneficiary any right, title or interest in or to any specific assets of the Company.  Separate subaccounts under each Account shall be established to record each year’s Company Contributions and Deferred Compensation, if any, and the credits and deductions with respect thereto (whether under, Sections 2, 3(a) or 4(b), or otherwise).  Such separate subaccounts shall also be established where separate Deferral Elections are made with respect to Base Compensation and Bonus.  A Participant’s Account shall consist of a Retirement Distribution Account and one or more, but no more than 3, In-Service Distribution Accounts, as established and maintained by the Company.  The annual amount of Deferred Compensation and Company Contributions deferred, if any, shall be credited by the Company to the Participant’s Retirement Distribution Account and In-Service

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Distribution Account(s) in accordance with the irrevocable Deferral Election of the Participant.  The maximum amount that may be allocated to the Participant’s In-Service Distribution Accounts is 50% of any annual Company Contribution, subject to the aggregate limit specified in Schedule A, and 100% of any Deferred Compensation.  In the event no Deferred Compensation or Company Contributions are elected by the Participant to be credited to the In-Service Distribution Account(s), any such amounts shall be credited to the Retirement Distribution Account by default.

(b)Earnings and Losses.  With respect to participating employees, earnings and losses shall accrue on the balance in the applicable Participant’s Account (and each subaccount) at the rate or rates specified in advance of the effective time of the applicability of such rate or rates, and from time to time, by the Committee.  Such rate or rates need not be a fixed rate, and may be established by reference to an index or indices, or a return (whether positive or negative) on a specific investment fund or funds (including without limitation, if permitted by the Committee, hypothetical investment alternatives from among which Participants may select in accordance with procedures established by the Committee).  In the discretion of the Committee, insurance may, but need not, be purchased as a vehicle of investment for Participants’ accounts.  Earnings and losses shall be credited ratably to Participants’ Accounts (and all subaccounts) as of the end of each calendar month, and, with respect to any particular Participant’s Account, shall continue to be credited thereto until all amounts are distributed with respect to the Participant’s Account (and, as applicable, the subaccounts) in accordance with the Plan.  Upon final distribution, any accrued earnings shall be credited to the Participant’s Account (and each subaccount) and distributed therewith, and any accrued losses shall reduce the amount of distributions hereunder.

5.Vesting and Forfeitures.

(a)Fully Vested Credits.  A Participant shall always have a 100% vested and nonforfeitable interest in the subaccounts of his or her Account attributable to Deferred Compensation.  Subject to the last sentence of Section 5(c), a Participant shall have a 100% vested and nonforfeitable interest in all subaccounts of his or her Account (including those attributable to Deferred Compensation and Company Contributions) upon the attainment of Normal Retirement Age or the Rule of 75.

(b)Forfeitable Credits.  Subject to the last sentence of Section 5(c), a Participant who terminates employment prior to attainment of Normal Retirement Age for any reason other than for Cause shall have a vested and nonforfeitable interest only in that portion of the Company Contributions credited to his or her Account and the earnings or other credits attributable thereto that have become vested in accordance with this Section 5(b).  Provided that the Participant remains in continuous service with the Company through such Vesting Dates, Company Contributions shall vest according to the following schedule:

(i)As of each Vesting Date, any Company Contribution allocated to a Participant’s Account more than one year but no more than two years prior to that Vesting Date will be 40% vested.

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(ii)As of each Vesting Date, any Company Contribution allocated to a Participant’s Account more than two years but no more than three years prior to that Vesting Date will be 60% vested.

(iii)As of each Vesting Date, any Company Contribution allocated to a Participant’s Account more than three years but no more than four years prior to that Vesting Date will be 80% vested.

(iv)As of each Vesting Date, any Company Contribution allocated to a Participant’s Account more than four years prior to that Vesting Date will be 100% vested.

(c)Forfeitures.  The non-vested Account balance of a terminated Participant shall be forfeited as of the date on which the Participant’s employment with the Company terminates for any reason other than for Cause.  The entire subaccount balance of a Participant’s Account that is attributable to Company Contributions and earnings thereon shall be forfeited as of the date on which the Participant’s employment is terminated by the Company for Cause.

6.Distribution of Accounts.

(a)In General.  Distribution from a Participant’s Retirement Distribution Account shall be made at the time and in the form prescribed in Section 6(b).  Distribution from a Participant’s In-Service Distribution Account(s) shall be made at the time and in the form elected by the Participant in a Deferral Election filed by the Participant and in accordance with Section 6(c).

(b)Retirement Distribution Account.

(i)Time of Payment.  Subject to Sections 7, 8, 9 and 10, and except as provided in subsection (ii) below, distributions of the Participant’s Retirement Distribution Account shall commence or be made on the last day of the thirteenth month following the later of the Participant’s attainment of Normal Retirement Age or the Participant’s Separation from Service.

(ii)Form of Payment.  The Participant’s Retirement Distribution Account shall be distributed in one of the following forms, as elected by the Participant in writing in their Deferral Election or pursuant to a Re-Deferral Election: (1) in annual installments over 3, 5 or 10 years; (2) annual installments over 3 years beginning on the third anniversary of the later of the Participant’s attainment of Normal Retirement Age or Separation from Service; or (3) in accordance with the following schedule:

Payment Date	Percentage of Retirement Distribution Account
Third Anniversary of later of Normal Retirement Age or Separation from Service	10%

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Fourth Anniversary of later of Normal Retirement Age or Separation from Service	25%
Fifth Anniversary of later of Normal Retirement Age or Separation from Service	50%
Sixth Anniversary of later of Normal Retirement Age or Separation from Service	Remainder of Retirement Distribution Account

(iii)Default Form of Payment.  Unless elected otherwise by the Participant, the default form of payment of a Participant’s Retirement Distribution Account shall be annual installments paid over 3 years.

(iv)Changes in Distribution Elections.  A Participant may elect to change the form and commencement date of payment of the Participant’s Retirement Distribution Account by filing a Re-Deferral Election.  Limitations on the form and commencement date under a Re-Deferral Election shall be determined by the Plan Administrator in its sole discretion.

(c)In-Service Distribution Account.

(i)Time of Payment.  Subject to Sections 7, 8, 9 and 10, a Participant’s In-Service Distribution Account shall be paid to the Participant commencing in the calendar year irrevocably elected by the Participant in the Deferral Election pursuant to which such In-Service Distribution Account was established.

(ii)Form of Payment.  Distribution from an In-Service Distribution Account shall be distributed in one of the following forms, as elected by the Participant in writing in their Deferral Election: (1) in annual installments over a period not to exceed 4 years, or (2) in one lump sum.

(d)Change in Time and Form of Election Pursuant to Special Transition Rules.

(i)To the extent provided by the Plan Administrator, a Participant may, during the period extending from January 1, 2007 to December 31, 2007, with respect to all or any portion of his Account under this Plan that is scheduled to be paid after December 31, 2007, make new payment elections (which shall not be considered Re-Deferral Elections) as to the form and timing of payment of such amounts as may be permitted under this Plan, provided that no portion of the benefit subject to such an election shall be payable before January 1, 2008.

(ii)To the extent provided by the Plan Administrator, a Participant may, during the period extending from January 1, 2008 to December 31, 2008, with respect to all or any portion of his Account under this Plan that is scheduled to be paid after December 31, 2008, make new payment elections (which shall not be considered Re-Deferral Elections) as to the form and timing of payment of such amounts as may be permitted under this

9

Plan, provided that no portion of the benefit subject to such an election shall be payable before January 1, 2009.

(e)Small Benefit Cash-Out.  The Plan Administrator reserves the right to immediately cash out a Participant or Beneficiary if the value of the Participant’s Account, together with any other deferred amounts under agreements, methods, programs, or other arrangements treated with the Plan as a single nonqualified deferred compensation plan under Treas. Reg. 1.409A-1(c)(2), is not greater than the applicable dollar amount under section 409A of the Code and the regulations issued thereunder Section 402(g)(1)(B) of the Code as of the date the Plan Administrator elects to cash out the Participant’s Account.

7.Death Benefits.

(a)Prior to Termination of Employment.  If a Participant is an Employee at the time of his or her death (including an Employee who is Disabled), such Participant’s beneficiary or estate, as applicable, shall be entitled to receive the greater of (i) the death benefit specified in Schedule A less the amount of any prior Account distributions, or (ii) the Participant’s entire vested Account balance at the date of death.  Such benefit shall be paid to the Participant’s beneficiary or estate, as applicable, in a single lump sum no later than 60 days following the date death occurs.

(b)Following Termination of Employment.  If a Participant dies following his or her termination of employment, but prior to the commencement of Account distributions, the Participant’s vested Account shall be paid to the Participant’s beneficiary or estate in the form and at the appropriate time applicable to the Participant’s Retirement Distribution Account under Section 6(b).  If a Participant dies following his or her termination of employment and after the Participant’s vested Account balance has begun to be distributed to the Participant in accordance with Section 6, the remaining vested Account balance shall be distributed to the Participant’s beneficiary or estate, as applicable, in the manner and at such times as the Account was being distributed to the Participant prior to his or her death.

8.Disability Benefits.

In the event of a Participant’s Disability, if the Participant remains Disabled for a continuous period of 18 months, the Participant’s entire Account balance shall become immediately and fully vested at the end of such 18-month period.  The Participant’s Account, notwithstanding any election to the contrary, shall be paid in the form applicable to the Participant’s Retirement Distribution Account under Section 6(b), provided, however, that the Account will commence to be distributed upon the expiration of the 18-month Disability period and not upon Normal Retirement Age or Separation from Service, if applicable.

9.Hardship Distributions.

In the event that the Committee, upon written request of a Participant, determines, in its sole discretion, that the Participant has suffered an Unforeseeable Emergency, the Company shall pay to the Participant from the Participant’s Account, as soon as practicable following such determination, an amount necessary to meet such Unforeseeable Emergency, in a

10

manner consistent with Treas. Reg. 1.409A-3(i)(3), after deduction of any and all taxes as may be required (the “Hardship Benefit”).  Hardship Benefits shall be paid first from the Participant’s In-Service Distribution Account(s), if any, to the extent the balance of one or more of such In-Service Distribution Accounts is sufficient to meet the emergency, in the order in which such Accounts would otherwise be distributed to the Participant.  If the distribution exhausts the In-Service Distribution Account(s), the Retirement Distribution Accounts may be accessed.  With respect to that portion of the Account which is distributed to a Participant as an Hardship Benefit in accordance with this Section 9, no further benefit shall be payable to the Participant under this Plan.  Notwithstanding anything in this Plan to the contrary, a Participant who receives an Hardship Benefit in any calendar year shall not be entitled to make any further deferrals for the remainder of such calendar year.

10.Change in Control.

Notwithstanding any other provision of the Plan to the contrary, if a Participant has a Separation from Service with the Company or its successor within the two-year period following a Change in Control that is the result of a termination without Cause or is a resignation for Good Reason, the Participant shall become immediately and fully vested in his or her entire Account balance and distribution of the Participant’s Account shall be made to the Participant in a lump sum as soon as practicable (but in no event more than 30 days) after such termination.

11.Competition Restriction.

If, while employed by the Company or during the two-year period following termination of employment by the Company (other than a termination pursuant to Section 10), a Participant becomes engaged, whether as principal, agent, investor, distributor, representative, stockholder (other than as the holder of not more than five percent (5%) of the stock or equity of any corporation the capital stock of which is publicly traded), director, partner, employee, consultant, volunteer or otherwise, with or without pay, in any activity or business venture, anywhere in the U.S.A. within the markets where the Company actively does business at the time of such termination, or within the five years prior to such termination, that designs, manufactures, markets, sells or distributes products or services that are competitive with the products and services of the Company, or, in the case of Participants who have entered into employment agreements with the Company, if such Participant breaches a non-competition covenant or similar restriction in such agreement, the Participant’s entire balance of the Participant’ Account, whether vested or nonvested, shall be immediately forfeited.

12.Administration; Interpretation and Amendments.

(a)The Committee.  The Plan shall be administered by the Committee.  The acts of a majority of the members present at any meeting of this Committee at which a quorum is present, in person or by phone, or acts approved in writing by a majority of the entire Committee, shall be the acts of the Committee for purposes of the Plan; provided that the otherwise applicable procedures of the Committee, to the extent inconsistent with the provisions of this sentence, shall control.  If and to the extent applicable, no member of the Committee may act as to matters under the Plan specifically relating to such member.

11

(b)Powers of the Committee.  The Committee may make such rules and regulations and establish such procedures for the administration of the Plan as it deems appropriate.  Without limiting the generality of the foregoing, the Committee may, in its sole discretion, (i) determine the extent, if any, to which amounts in any Participant’s Account shall be forfeited (whether or not such forfeiture is expressly contemplated hereunder); (ii) interpret the Plan and the elections under the Plan, with such interpretations to be conclusive and binding on all persons and otherwise accorded the maximum deference permitted by law, provided that the Committee’s interpretation shall not be entitled to deference on and after a Change in Control except to the extent that such interpretations are made exclusively by members of the Committee who are individuals who served as Committee members before the Change in Control; (iii) establish and amend Schedule A hereto; and (iv) take any other actions and make any other determinations or decisions that it deems necessary or appropriate in connection with the Plan or the administration or interpretation thereof.  Unless otherwise expressly provided hereunder, the Committee, with respect to any credit to an Account, may exercise its discretion hereunder at the time of such credit or thereafter.  In the event of any dispute or disagreement as to the interpretation of the Plan or of any rule, regulation or procedure, or as to any question, right or obligation arising from or related to the Plan, the decision of the Committee, except as provided in clause (ii) of the foregoing sentence, shall be final and binding upon all persons.

(c)Amendment.  The Committee may amend the Plan as it shall deem advisable, except that no amendment may adversely affect a Participant with respect to Company Contributions or Deferred Compensation previously credited to a Participant’s Account unless such amendments are required in order to comply with applicable laws, or to ensure that the deferrals and distributions hereunder satisfy the requirements of Section 409A of the Code and do not result in the inclusion of any deferred amounts in income of Participants under Section 409A(a)(1) of the Code.  Notwithstanding the foregoing, the Committee and the Company shall not guaranty the tax status of such deferrals and shall not be responsible for payment of any taxes resulting from the application of Section 409A(a)(1) of the Code.

13.Assignment and Alienation; Funding.

(a)No Assignment or Alienation.  Rights or benefits with respect to Company Contributions and Deferred Compensation credited to a Participant’s Account under the Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, charge, garnishment, execution, or levy of any kind, either voluntary or involuntary, prior to actually being received by the person entitled to the benefit under the terms of the Plan; and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, attach, charge or otherwise dispose of any right or benefits payable hereunder shall be void.

(b)Beneficiary Designation.  A Participant may designate in writing, on forms to be prescribed by the Committee, a beneficiary or beneficiaries to receive any payments payable after his or her death and may amend or revoke such designation at any time.  If no beneficiary designation is in effect at the time of a Participant’s death, payments hereunder shall be made to the Participant’s estate.

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(c)No Funding.  Credits to a Participant’s Account hereunder shall not be treated as (or as giving rise to) property or as a trust fund of any kind; provided, however, that the Company may establish a mere bookkeeping reserve to meet its obligations hereunder or a trust or other funding vehicle that would not cause the Plan to be deemed to be funded for tax Purposes or for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended.  Except as otherwise provided in the Plan, all payments from a Participant’s Account hereunder shall be paid in cash from the general funds of the Company (or such trust or other funding vehicle, if applicable).  The right of a Participant to receive such payments by virtue of participation in the Plan shall be no greater than the right of any unsecured general creditor of the Company.  Nothing contained in the Plan, and no action taken pursuant to the provisions of the Plan, shall create or shall be construed to create a trust of any kind, or a fiduciary relationship between the Company or its officers or the Committee, on the one hand, and the Participant, the Company or any other person or entity, on the other.

14.Notices.

All notices under the Plan shall be in writing, and if to the Company, shall be delivered to the Committee or mailed to its principal office, addressed to the attention of the Committee; and if to the Participant, shall be delivered personally or mailed to the Participant at the address appearing in the records of the Company.  Such addresses may be changed at any time by written notice to the other party given in accordance with this Section 14.

15.No Rights to Employment or Other Service.

Nothing in the Plan or in amounts credited to a Participant’s Account pursuant to the Plan shall confer on any individual any right to continue in the employ or other service of the Company or its Subsidiaries or interfere in any way with the right of the Company or its Subsidiaries and its shareholders to terminate the individual’s employment or other service at any time.

16.Exculpation and Indemnification.

To the maximum extent permitted by law, the Company shall indemnify and hold harmless the members of the Board and the members of the Committee from and against any and all liabilities, costs and expenses incurred by such persons as a result of any act or omission to act in connection with the performance of such person’s duties, responsibilities and obligations under the Plan.

17.Claim Procedures.

(a)The Participant, or his or her beneficiary hereunder or authorized representative, may file a claim for benefits with respect to Company Contributions and Deferred Compensation credited under the Plan by written communication to the Committee or its designee.  A claim is not considered filed until such communication is actually received.  Within 90 days (or, if special circumstances require an extension of time for processing, 180 days, in which case notice of such special circumstances should be provided within the initial 90-day period) after the filing of the claim, the Committee shall either:

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(i)approve the claim and take appropriate steps for satisfaction of the claim; or

(ii)if the claim is wholly or partially denied, advise the claimant of such denial by furnishing to him a written notice of such denial setting forth (A) the specific reason or reasons for the denial; (B) specific reference to pertinent provisions of the Plan on which the denial is based and, if the denial is based in whole or in part on any rule of construction or interpretation adopted by the Committee, a reference to such rule, a copy of which shall be provided to the claimant; (C) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of the reasons why such material or information is necessary; and (D) a reference to, this Section 17 as the provision setting forth the claims procedure under the Plan.

(b)The claimant may request a review of any denial of his claim by written application to the Committee within 60 days after receipt of the notice of denial of such claim.  Within 60 days (or, if special circumstances require an extension of time for processing, 120 days, in which case notice of such special circumstances should be provided within the initial 60 day period) after receipt of written application for review, the Committee shall provide the claimant with its decision in writing, including, if the claimant’s claim is not approved, specific reasons for the decision and specific references to the Plan provisions on which the decision is based.

18.Arbitration.

Any dispute, controversy or claim arising out of or under the Plan, if a mutually acceptable resolution does not result through negotiation, shall be submitted to arbitration which shall be exclusive, final, binding and conducted in accordance with the rules of the American Arbitration Association applicable to commercial arbitration and shall be nonappealable except in accordance with such rules.

19.Governing Law.

The Plan shall be governed by and construed in accordance with the laws and judicial decisions of the Commonwealth of Pennsylvania, without regard to the application of the principles of conflicts of laws.

20.Captions.

The use of captions in the Plan is for convenience.  The captions are not intended to provide substantive rights.

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EX-10.24

Exhibit 10.24

STOCK RESTRICTION AND MANAGEMENT AGREEMENT

AMONG

PAUL I. DETWILER, JR.,

DONALD L. DETWILER AND

NEW ENTERPRISE STONE & LIME CO., INC.

Dated:  March 1, 1990

TABLE OF CONTENTS

			Page
1.	DEFINITIONS		1
	1.1.	“Allowed Portion of Non-Voting Stock”	1
	1.2.	“Allowed Portion of Stock”	1
	1.3.	“Allowed Portion of Voting Stock”	1
	1.4.	“Applicable Federal Rate”	2
	1.5.	“Appraisal”	2
	1.6.	“Appraiser”	2
	1.7.	“Certified Statements”	2
	1.8.	“Closing”	2
	1.9.	“Closing Date”	2
	1.10.	“Common Stock”	2
	1.11.	“Company”	2
	1.12.	“Competitor”	2
	1.13.	“Customer”	2
	1.14.	“Designated Directors”	2
	1.15.	“Discharge For Cause”	2
	1.16.	“Discharge Without Cause”	3
	1.17.	“Earnings Per Share”	3
	1.18.	“Employment Qualification”	3
	1.19.	“Free Transfer Period”	3
	1.20.	“Fully Electing Remaining Stockholder”	3
	1.21.	“Independent Accountants”	3
	1.22.	“Independent Committee”	3
	1.23.	“Irreconcilable Dispute”	3
	1.24.	“Mental Disability”	3
	1.25.	“Net Worth”	3
	1.26.	“Nominees”	4
	1.27.	“Non-Voting Stock”	4
	1.28.	“Offer”	4
	1.29.	“Offer Notice”	4
	1.30.	“Offered Stock”	4
	1.31.	“Offered Voting Stock”	4
	1.32.	“Offered Non-Voting Stock”	4
	1.33.	“Offering Date”	4
	1.34.	“Permanent Disability”	4
	1.35.	“Permitted Transferee”	4
	1.36.	“Preferred Stock”	4
	1.37.	“Prime Rate”	4
	1.38.	“Prohibited Action”	4
	1.39.	“Purchaser”	4
	1.40.	“Put Notice”	5
	1.41.	“Put Shares”	5

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	1.42.	“Qualified Transferee”		5
	1.43.	“Recognized Transferees”		5
	1.44.	“Remaining Stockholders”		5
	1.45.	“Remaining Voting Stockholder”		5
	1.46.	“Remaining Non-Voting Stockholder”		5
	1.47.	“Replacement”		5
	1.48.	“Retirement”		5
	1.49.	“Stockholder”		5
	1.50.	“Trade Secret”		5
	1.51.	“Trust Agreement”		5
	1.52.	“Voting Stock”		5
	1.53.	“Voting Trust”		6
2.	RESTRICTIONS ON TRANSFER			6
	2.1.	Restriction on Voluntary Transfer		6
	2.2.	Offer by the Stockholder		6
	2.3.	Stock to Which Offer Relates		6
3.	OTHER EVENTS TRIGGERING TRANSFERS			7
	3.1.	Transfer by Operation of Law		7
	3.2.	Cessation of Employment in Certain Cases. i		7
	3.3.	Permanent Disability or Death of Stockholder		7
	3.4.	Put Options		8
		3.4.1.	Put Option By Stockholder in the Event of Discharge Without Cause	8
		3.4.2.	Tenth Anniversary Put	9
		3.4.3.	Put of Allowed Portion of Voting Stock	9
		3.4.4.	Rights Of Remaining Stockholders	9
		3.4.5.	Election to Apply Section 5.1 or 5.2	9
4.	PERMITTED TRANSFERS			9
	4.1.	Transfer to Spouse, Lineal Descendants or Trusts		9
	4.2.	Transferor to Trust Treated as Owner		10
5.	PRICE AND TERMS			10
	5.1.	Terms and Conditions for Sale of An Allowed Portion of Stock		10
		5.1.1.	Price	10
		5.1.2.	Net Worth	10
		5.1.3.	Earnings Per Share	11
	5.2.	Terms and Conditions For Sale of All Common Stock		11
	5.3.	Payment		11
	5.4.	Insurance		11

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6.	PROCEDURES			12
	6.1.	Acceptance of Offer		12
		6.1.1.	The Company	12
		6.1.2.	Remaining Stockholders	13
		6.1.1.	Exercise	13
	6.2.	Release from Restriction		14
		6.2.1.	Free Transfer Period	14
		6.2.1.	Public Offering	15
	6.3.	Conditions of Release from Restriction		15
		6.3.1.	More Favorable Transfer Requires Re-Offer	15
		6.3.2.	Pledge or Encumbrance	15
	6.4.	Nonrecognition of Certain Transfers; Additional Capital Stock		16
		6.4.1.	Agreement to be Bound	16
		6.4.1.	Transfer Not in Accord with this Agreement	16
		6.4.1.	Additional Capital Stock of the Company	16
	6.1.	Necessary Documents		17
	6.2.	No Sale to Competitor		17
7.	MANAGEMENT MATTERS			17
	7.1.	Management Policies and Resolution of Management Disputes		17
		7.1.1.	Selection of Voting Directors	17
		7.1.1.	Selection of Emeritus Directors	18
		7.1.1.	Designated Directors	18
	7.2.	Co-involvement and Management Disputes		18
	7.3.	Cash Flow Controls and Maximizing ROI		19
	7.4.	Establishing Specific Corporate Policies		19
		7.4.1.	Management Evaluations	19
		7.4.2.	Other Policies	19
	7.5.	The Board of Directors		19
8.	MISCELLANEOUS MATTERS			20
	8.1.	Arbitration		20
	8.2.	Endorsement on Stock Certificates		21
	8.3.	Covenant Not to Compete		21

iii

	8.3.1.	During Employment	21
	8.3.2.	After Termination of Employment or Sale of Stock	21
	8.3.3.	Modification for Enforceability	21
8.4.	Specific Performance		21
8.5.	Liquidation of Corporation		22
8.6.	Stockholder Wills		22
8.7.	Notices		22
8.8.	Time Periods		22
8.9.	Successors and Assigns		23
8.10.	Titles Not to Affect Interpretation		23
8.11.	Invalid Provision		23
8.12.	Governing Law		23
8.13.	Subordination		23
8.14.	Modification		23

iv

STOCK RESTRICTION AND MANAGEMENT AGREEMENT

This STOCK RESTRICTION AND MANAGEMENT AGREEMENT dated as of March 1, 1990 is among PAUL I. DETWILER, JR., a resident of the Commonwealth of Pennsylvania , DONALD L. DETWILER, a resident of the Commonwealth of Pennsylvania, and NEW ENTERPRISE STONE & LIME CO., INC., a Delaware corporation.

BACKGROUND

The Company has purchased certain shares of capital stock and undertaken a recapitalization of its remaining shares of capital stock.  The Company currently has authorized two classes of capital stock: (a) Common Stock, $1.00 par value, which is divided into two different series, one of which is voting Common Stock and the other of which is non-voting Common Stock; and (b) Preferred Stock, $100 par value.

Paul I. Detwiler, Jr. currently is the record owner of 10,250 shares of the Company’s voting Common Stock and 157,645 shares of the Company’s non-voting Common Stock, and Donald L. Detwiler currently is the record owner of 10,250 shares of the Company’s voting Common Stock and 101,680 shares of the Company’s non-voting Common Stock.  The Stockholders do not own any shares of Preferred Stock.

The Stockholders and the Company have agreed that it would be in their respective best interests to set forth in writing the restrictions on the transfer of the shares of Common Stock and the obligations relating to the disposition of the shares of Common Stock which each will have to the other, as well as certain rights that each of the Stockholders will have in the management and operation of the Company.

NOW, THEREFORE, intending to be legally bound hereby, the Stockholders and the Company agree as follows:

1.DEFINITIONS.

The following terms shall have the meanings ascribed to them when used in this Agreement:

1.1.          “Allowed Portion of Non-Voting Stock” shall mean an amount of a Stockholder’s Non-Voting Stock which, when added to all other transfers of Non-Voting Stock by such Stockholder pursuant to this Agreement (including pursuant to Section 3.4 hereof (relating to certain put rights)), is not more than twenty percent (20%) of the amount of Non-Voting Stock held by such Stockholder on the date hereof.  For purposes of applying the twenty percent (20%) limit, transfers to transferees permitted under Section 4 of this Agreement (relating to transfers to spouses, lineal descendants or trusts) shall not be taken into account.

1.2.          “Allowed Portion of Stock” shall mean either an Allowed Portion of Voting Stock or an Allowed Portion of Non-Voting Stock.

1.3.          “Allowed Portion of Voting Stock” shall mean an amount of a Stockholder’s Voting Stock which, when added to all other transfers of Voting Stock by such Stockholder

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pursuant to this Agreement (including pursuant to Section 3.4 hereof (relating to certain put rights)), is not more than twenty percent (20%) of the amount of Voting Stock held by such Stockholder on the date hereof.  For purposes of applying the twenty percent (20%) limit, transfers to transferees permitted under Section 4 of this Agreement (relating to transfers to spouses, lineal descendants or trusts) shall not be taken into account.

1.4.          “Applicable Federal Rate” shall mean the lowest applicable federal rate as determined under section 1274(d) of the Code.

1.5.          “Appraisal” shall mean the valuation of the Common Stock conducted by an appraiser as required by Section 5.2 of this Agreement.

1.6.          “Appraiser” shall mean the appraiser performing the Appraisal, which appraiser shall be selected by agreement of the Stockholders; provided that if the Stockholders are unable to agree, the appraiser shall be selected by members of the Board of Directors of the Company.

1.7.          “Certified Statements” shall mean the certified financial statements of the Company prepared by the Independent Accountants.

1.8.          “Closing” shall mean the actual transfer of shares of Common Stock by the Stockholder to the Company or the Remaining Stockholders, as the case may be.

1.9.          “Closing Date” shall mean the date of Closing.

1.10.        “Common Stock” shall mean the Company’s common stock, $1.00 par value per share, which is issued and outstanding.

1.11.        “Company” shall mean New Enterprise Stone & Lime Co., Inc., a Delaware corporation.

1.12.        “Competitor” shall mean any person or entity conducting a commercial enterprise engaged in business operations which compete directly or indirectly with the Company.

1.13.        “Customer” shall mean any person, division or unit of a business enterprise, or unit of a government agency, with whom or which, at the time of termination of a Stockholder’s employment by Company, Company has a contract, or is negotiating for a contract, or has submitted a bid which has not yet been accepted or rejected, or is preparing a bid to be submitted.

1.14.        “Designated Directors” shall mean those directors of the Company designated by each Stockholder to fulfill the functions set forth in Section 7.1.3. of this Agreement after the death of a Stockholder.  Each Stockholder shall designate the same number of directors, but not less than three (3) to serve as his Designated Directors.

1.15.        “Discharge For Cause” shall mean termination of a Stockholder’s employment by the Company if such Stockholder has been convicted of a crime or has participated in, benefitted from, or not acted to prevent, a known fraud against the Company or if, in the Board of Directors’ opinion, such Stockholder’s conduct as an employee has evidenced a repeated willful

2

failure or refusal to perform those functions necessary or desirable for the efficient operation of the Company’s business activities or to develop and promote the business opportunities of the Company.

1.16.        “Discharge Without Cause” shall mean a termination of a Stockholder’s employment by the Company other than for Permanent Disability, Retirement or death, and other than for Discharge for Cause.

1.17.        “Earnings Per Share” shall have the meaning set forth in Section 5.1.3 of this Agreement.

1.18.        “Employment Qualification” shall mean, with respect to any transferee of shares of Common Stock pursuant to this Agreement, a requirement that the transferee, or the spouse of the transferee (or, if applicable, the beneficiary of a trust which is a transferee hereunder, or the spouse of any such beneficiary), be, and have been for the immediately preceding two (2) years, active in the management of the Company as of the time of the transfer.

1.19.        “Free Transfer Period” shall mean the sixty (60) day period following the expiration of the time provided in Section 6.2.1 of this Agreement for election to purchase by Remaining Stockholders, except as otherwise expressly provided in this Agreement.

1.20.        “Fully Electing Remaining Stockholder” shall mean a Remaining Stockholder who has elected to purchase the full portion of share of Offered Voting Stock and Offered Non-Voting Stock available to him pursuant to Section 6.1.2 of this Agreement.

1.21.        “Independent Accountants” shall mean the independent accountants engaged by the Company to audit the Company’s books and records.

1.22.        “Independent Committee” shall mean a committee established by the Company’s Board of Directors which will consist of not less than four (4) directors (but in no event will it be an odd number of directors), none of whom will be stockholders or officers or employees of the Company.  The members of the Independent Committee will be appointed by the Board and will consist of at least two (2) directors who were originally nominated by a Stockholder (or his Recognized Transferee(s)) and an equal number of directors who were originally nominated by the other Stockholder (or his Recognized Transferee(s)) pursuant to Section 7.1 of this Agreement.

1.23.        “Irreconcilable Dispute” shall mean a dispute which arises between the Stockholders with respect to any matter requiring the decision of the Stockholders in their capacities as holders of the Company’s Voting Stock, which dispute, if unresolved, is reasonably anticipated to have a material adverse effect upon the business, operations, properties or assets of the Company, and which dispute the Stockholders have attempted to resolve between themselves unsuccessfully.

1.24.        “Mental Disability” shall mean a Permanent Disability affecting a Stockholder’s mental capacity but not his physical capacity.

1.25.        “Net Worth” shall have the meaning set forth in Section 4.2 of this Agreement.

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1.26.        “Nominees” shall mean the nominees for the position of director nominated by the Stockholders pursuant to Section 7.1 of this Agreement.

1.27.        “Non-Voting Stock” shall mean all shares of non-voting Common Stock, whether now owned or hereafter acquired.

1.28.        “Offer” shall mean the offer made pursuant to Section 2 of this Agreement.

1.29.        “Offer Notice” shall mean the notice of an Offer required to be made by Section 2.2 of this Agreement.

1.30.        “Offered Stock” shall mean the shares of Common Stock which are the subject of an Offer, and shall include, for purposes of Section 6.1 of this Agreement (relating to acceptance of the Offer) shares of Common Stock which are the subject of a Put Notice.

1.31.        “Offered Voting Stock” shall mean shares of Offered Stock which are shares of Voting Stock.

1.32.        “Offered Non-Voting Stock” shall mean shares of Offered Stock which are shares of Non-Voting Stock.

1.33.        “Offering Date” shall mean, unless otherwise specified in this Agreement, the date on which communication of an Offer, in the form of an Offer Notice or otherwise, is received by the Company.

1.34.        “Permanent Disability” shall mean a physical or mental incapacity, certified by a licensed physician of the Company’s choice, which prevents a Stockholder from carrying out the full-time employment of the Stockholder with the Company for a period of one hundred eighty (180) consecutive days or a total of two hundred seventy (270) days within any three hundred sixty-five (365) day period.

1.35.        “Permitted Transferee” shall mean any of the spouse or lineal descendants of a Stockholder.

1.36.        “Preferred Stock” shall mean the Company’s preferred stock, $100 par value per share, which is issued and outstanding.

1.37.        “Prime Rate” shall mean the rate of interest publicly announced by The Philadelphia National Bank as its prime rate, as in effect from time to time.

1.38.        “Prohibited Action” shall mean any action referred to in Section 8.3.1 of this Agreement.

1.39.        “Purchaser” shall mean the Company or the Remaining Stockholders, or both the Company and the Remaining Stockholders, as applicable, to the extent such entity or person (s) is a purchaser of shares of stock pursuant to this Agreement.

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1.40.        “Put Notice” shall mean a written notice from a Stockholder to the Company that the Stockholder is exercising his rights under any of the provisions of Section 3.4 of this Agreement (relating to certain put rights).

1.41.        “Put Shares” shall mean shares of Common Stock which are the subject of a Put Notice.

1.42.        “Qualified Transferee” shall mean any Permitted Transferee who (or whose spouse) satisfies the Employment Qualification, or a trust created for the benefit of such a Permitted Transferee.

1.43.        “Recognized Transferees” shall mean transferees of Voting Stock, whether individuals or trusts, the transfer to whom, or to which, was recognized by the Company under the terms of this Agreement.

1.44.        “Remaining Stockholders” shall mean the holders of shares of the Company’s issued and outstanding capital stock, whether Common Stock, Preferred Stock or other class of the Company’s capital stock which may hereafter be authorized, other than the Stockholder making or deemed to make an Offer.

1.45.        “Remaining Voting Stockholder” shall mean a Remaining Stockholder who owns shares of Voting Stock.

1.46.        “Remaining Non-Voting Stockholder” shall mean a Remaining Stockholder who owns shares of Non-Voting Stock.

1.47.        “Replacement” shall mean the replacement for a Nominee who has resigned, been removed, or otherwise become unable to serve as a director.

1.48.        “Retirement” shall mean a Stockholder’s voluntary termination of employment with the Company for a reason other than Permanent Disability or other employment, at age 65 or other age established under Company policies as the retirement age for executives of the Company.

1.49.        “Stockholder” shall mean either Donald L. Detwiler or Paul I. Detwiler, Jr., and “Stockholders” shall mean both such individuals.

1.50.        “Trade Secret” shall mean any proprietary right of Company in any product, method or procedure whether or not such product, method or procedure is patented, trademarked or copyrighted.

1.51.        “Trust Agreement” shall mean a Voting Trust Agreement in the form of Exhibit A to this Agreement.

1.52.        “Voting Stock” shall mean all shares of voting Common Stock, whether now owned or hereafter acquired.

5

1.53.“Voting Trust” shall mean a voting trust established under a Trust Agreement which trust shall (i) be created under Pennsylvania law; (ii) have a term of not less than ten (10) years; (iii) provide for the issuance of one or more trust certificates to the Permitted Transferee(s) on whose behalf the trust is created, which certificates shall represent the Permitted Transferee’s economic participation in the Company represented by the shares of Voting Stock deposited in the trust; and (iv) have as trustee either (x) a non-disabled Stockholder or (y) any Qualified Transferee of a disabled or deceased Stockholder to whom such Stockholder could have transferred such Voting Stock pursuant to Section 4 of this Agreement (taking into account, for purposes of this clause (y), the Employment Qualification).

2.RESTRICTIONS ON TRANSFER

2.1.Restriction on Voluntary Transfer.

Except as otherwise provided in this Agreement, no Stockholder may transfer (whether by sale, gift or otherwise), pledge or encumber any of his shares of Common Stock unless such Stockholder has first made an offer, in the order and manner set forth in this Agreement, to sell either (A) all of his shares of Common Stock or (B) an Allowed Portion of Stock (but in no event less than the shares of Common Stock proposed to be so transferred, pledged or encumbered by the Stockholder), to the Company and to the Remaining Stockholders of the Company, and the Offer has not been accepted in the manner set forth in this Agreement.

2.2.Offer by the Stockholder.

An Offer Notice will be communicated to the Company and to the Remaining Stockholders concurrently and will consist of (a) an offer by a Stockholder to sell, in accordance with the provisions of this Agreement, either all of his shares of Common Stock or an Allowed Portion of Stock, but in no event less than the number of shares identified pursuant to clause (c) of this Section 2.2; (b) a statement of the Stockholder’s bona fide intention to transfer, pledge or encumber, as the case may be, any or all of his shares of Common Stock and the identity and address of the prospective record and beneficial transferees, pledgees or lienors; (c) the number of the shares of Common Stock involved in the proposed transfer, pledge or encumbrance and whether such shares are Voting Stock or Non-Voting Stock; and (d) the terms of the proposed transfer, pledge or encumbrance, including, without limitation, any financing arrangements then known to the Stockholder.

2.3.Stock to Which Offer Relates.

If a Stockholder proposes to transfer, pledge or encumber an Allowed Portion of Stock, the Offer made by such Stockholder pursuant to Section 2 of this Agreement shall relate only to those shares of Voting Stock or Non-Voting Stock, or both, as applicable, proposed to be transferred, pledged or encumbered at such time.  If a Stockholder proposes to transfer, pledge or encumber either (a) an amount of his Voting Stock which exceeds an Allowed Portion of Voting Stock, or (b) an amount of his Non-Voting Stock which exceeds an Allowed Portion of Non-Voting Stock, the Offer shall relate to all shares of Common Stock then held by such Stockholder.

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3.OTHER EVENTS TRIGGERING TRANSFERS

3.1.Transfer by Operation of Law.

If any Stockholder makes a general assignment for the benefit of creditors, is adjudged a bankrupt, becomes insolvent or in any manner transfers by operation of law (other than as a result of death or any merger or consolidation to which the Company is a party) shares of Common Stock, or any part thereof, such Stockholder will be deemed thereby to have made the Offer to sell all of his shares of Common Stock in accordance with the provisions of Section 2 of this Agreement and the Offering Date will be deemed to be the date of receipt by the Company of written notice of any such assignment, adjudgment, insolvency or transfer.  If the Company, pursuant to Section 6.1.1 of this Agreement, elects not to purchase any or all of such Stockholder’s shares of Common Stock, and the Remaining Stockholders do not purchase all of such unpurchased shares of Common Stock pursuant to the Offer, each within the time periods set forth in Section 6.1 of this Agreement, then the Offer will be deemed a continuing offer thereafter and the Company may accept the Offer at such time as it believes to be appropriate, subject to applicable legal restraints.  Upon subsequent acceptance of the Offer by the Company, the Offering Date will be deemed to be the date of such acceptance; provided, however, that if the Offer is subsequently accepted by the Company within six (6) months of the time it was originally made, the valuation of the shares of Common Stock will be made as if the Offer had been accepted on the Offering Date.

3.2.Cessation of Employment in Certain Cases. i

If a Stockholder is Discharged For Cause or voluntarily terminates his employment with the Company (or otherwise ceases, to be a full-time employee of the Company for a reason other than Retirement, Permanent Disability, death or Discharge Without Cause), the Stockholder will be deemed thereby to have made an Offer to sell all of his Common Stock in accordance with Section 2 of this Agreement and the Offering Date will be deemed to be the date of receipt by the Company of notice of such cessation of employment.  If the Company, pursuant to Section 6.1.1 of this Agreement, elects not to purchase any or all of such Stockholder’s shares of Common Stock, and the Remaining Stockholders do not purchase all of such shares of Common Stock pursuant to the Offer, each within the time periods set forth in Section 6.1 of this Agreement, then the Offer will be deemed a continuing offer thereafter and the Company may accept the Offer at such time as it believes to be appropriate.  Upon subsequent acceptance of the Offer by the Company, the Offering Date will be deemed to be the date of such acceptance; provided, however, that if the Offer is subsequently accepted by the Company within six (6) months of the time it was originally made, the valuation of the shares of Common Stock will be made as if the Offer had been accepted on the Offering Date.

3.3.Permanent Disability or Death of Stockholder.

3.3.1.       Upon the Permanent Disability or death of a Stockholder, except as specifically provided in Section 3.3.3 hereof, such Stockholder or the personal representative of such Stockholder, whether or not properly qualified, shall sell all of his shares of Common Stock to the Company, and the Company shall purchase all of his shares of Common Stock, all in accordance with the terms of this Agreement as if an Offer were made.  Upon the death of such

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Stockholder, should any or all of his shares of Common Stock be transferred by operation of law to any of the heirs of such Stockholder, the personal representative of such Stockholder, whether or not properly qualified, shall be deemed to have made the Offer in accordance with the terms of this Agreement on behalf of such heirs.  In the event of such death or Permanent Disability, the Offering Date will be deemed to be the date of receipt of written notice of the occurrence of such event by the Company.

3.3.2.       In the event an Offer is deemed made pursuant to Section 3.3.1 of this Agreement and the Company is unable to purchase the shares of Offered Stock because of a legal or contractual impediment as provided in Section 6.1.1 hereof, then after the Free Transfer Period, the Company’s obligation to purchase such shares shall be continuing and the Company shall notify the Stockholder or personal representative, and shall purchase such shares, as soon as practicable after it is relieved of the legal or contractual impediment which prevented it from purchasing such shares.  Upon any such subsequent purchase, the Offering Date will be deemed to be the date the Company notifies the Stockholder or personal representative of its ability to purchase due to relief from the legal or contractual impediment.

3.3.3.       Notwithstanding Section 3.3.1 and any other provisions of this Agreement to the contrary, upon the Permanent Disability or death of any Stockholder, such Stockholder or his properly qualified personal representative may transfer (A) any Non-Voting Stock to any Permitted Transferee, or a trust created for the benefit of a Permitted Transferee; and (B) any Voting Stock to any Permitted Transferee or any trust for the benefit of a Permitted Transferee, provided that, if such Permitted Transferee of Voting Stock, who receives such shares or who is the beneficiary of any such trust, is not also a Qualified Transferee at the time of the transfer, such shares of Voting Stock shall be subject to a Voting Trust for the benefit of the Permitted Transferee.  The transfer to any such Permitted Transferee or trust (whether holding shares of Common Stock or voting trust certificates) shall not be recognized unless, prior thereto,, the Permitted Transferee (or trustee of a trust for the benefit of the Permitted Transferee) has executed and delivered to the Company a Transferee Stock Restriction Agreement substantially in the form of Exhibit B to this Agreement.

3.3.4.       In the event that shares of Voting Stock are subject to a Voting Trust for the benefit of a Permitted Transferee as provided in Section 3.3.3, and such shares were not otherwise transferred to a trust for the benefit of a Permitted Transferee, then the shares of Voting Stock so transferred to the trust will be considered as owned by the Permitted Transferee in computing the portion of the Company’s capital stock owned by such Permitted Transferee for purposes of determining the rights and obligations of such Permitted Transferee under this Agreement and other stock restriction agreements entered into between the Company and its stockholders from time to time, if any, but in no event will the obligations of the Company or a Remaining Stockholder be duplicated as a consequence of this provision.

3.4.Put Options.

3.4.1.       Put Option By Stockholder in the Event of Discharge Without Cause.  If a Stockholder is Discharged Without Cause, the discharged Stockholder may, at any time thereafter, require the Company (and if so required by the Stockholder, the Company hereby agrees, subject to Section 6.1.1 of this Agreement) to purchase all or any portion of (as required

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by such Stockholder) his shares of Common Stock by delivery of a Put Notice to the Company within thirty (30) days after any such discharge, in which event, any such purchase and sale shall take place in accordance with Sections 5.1 or 5.2 (as applicable), and Sections 5.3, 6.1 and 6.5 of this Agreement.

3.4.2.       Tenth Anniversary Put.  At any time after the tenth anniversary of the date of this Agreement, any Stockholder may require the Company (and if so required, the Company hereby agrees, subject to Section 6.1.1 of this Agreement) to purchase all or any portion of (as required by such Stockholder) his shares of Common Stock by delivery of a Put Notice to the Company.  In such event, any purchase and sale shall take place in accordance with Sections 5.1 or 5.2 (as applicable) and Sections 5.3, 6.1 and 6.5 of this Agreement.

3.4.3.       Put of Allowed Portion of Voting Stock.  At any time after the date of this Agreement, a Stockholder may require the Company (and if so required, the Company hereby agrees, subject to Section 6.1.1 of this Agreement) to purchase an amount of his Voting Stock up to the Allowed Portion of Voting Stock by delivery of a Put Notice to the Company; provided, however, that a Stockholder may not exercise his right to require the Company to so purchase his shares of Voting Stock pursuant to this Section 3.4.3 more than once each fiscal year.  Any such purchase and sale shall take place in accordance with Sections 5.1, 5.3, 6.1 and 6.5 of this Agreement.

3.4.4.       Rights Of Remaining Stockholders.  If Company is unable to fulfill its obligations under this Section 3.4 by reason of a legal or contractual impediment as provided in Section 6.1.1 (which cannot be removed as provided in said Section 6.1.1), then the Remaining Stockholders shall have an option to acquire the Put Shares, as if such shares were shares of Offered Stock and Section 6.1.2 applied.  Any Put Shares not purchased by the Remaining Stockholders shall again become subject to this Agreement, provided that, if not all such Put Shares are so purchased, the exercising Stockholder shall have the ability to rescind any elections by the Remaining Stockholders to purchase such Put Shares, whereupon all such Put Shares shall again be subject to the terms and conditions of this Agreement.

3.4.5.       Election to Apply Section 5.1 or 5.2.  If the number of Put Shares exceeds an Allowed Portion of Stock but is less than all shares then owned by the Stockholder providing the Put Notice, the Company may elect to calculate the purchase price therefore in accordance with either Section 5.1 or 5.2 of this Agreement.

4.PERMITTED TRANSFERS

4.1.Transfer to Spouse, Lineal Descendants or Trusts.

Notwithstanding any provision in this Agreement to the contrary, the Stockholders may transfer, at any time all or any portion of their respective shares of Common Stock to a Permitted Transferee, or a trust created for the benefit of a Permitted Transferee.  A transfer will not be permitted under this Section 4.1 unless (a) prior to any such transfer there has been delivered to the Company by the Permitted Transferee, and by the trustee of any trust created for the benefit of a Permitted Transferee, a Transferee Stock Restriction Agreement substantially in the form of Exhibit B to this Agreement; and (b) if the shares of Common Stock

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to be transferred under this Section 4.1 are shares of Voting Stock, the Permitted Transferee who receives such shares or is the beneficiary of any such trust, is also a Qualified Transferee.

4.2.Transferor to Trust Treated as Owner.

In the event that the Stockholder makes any such transfer to a trust for the benefit of a Permitted Transferee the shares of the Company’s capital stock so transferred, nevertheless, will be considered as owned by the transferor in computing the portion of Company’s capital stock owned by such transferor for purposes of determining the rights and obligations of such transferor under this Agreement and similar agreements, if any, with other stockholders of the Company, but in no event will the obligations of the Company or a Remaining Stockholder be duplicated as a consequence of this provision.

5.PRICE AND TERMS

5.1.Terms and Conditions for Sale of An Allowed Portion of Stock.

If an Offer relates to the sale of an Allowed Portion of Stock, and not to all Common Stock held by a Stockholder, the following terms and conditions shall apply to the sale:

5.1.1.Price.  The price for the purchase of any Allowed Portion of Stock will be the higher of (x) the Net Worth of Company multiplied by a fraction, the numerator of which is the number of shares of Common Stock to be purchased and the denominator of which is the total number of issued and outstanding shares of Common Stock as of the Offering Date, including the shares of Common Stock which are shares of Offered Stock or (y) the Earnings Per Share of Common Stock multiplied by twelve (12) times the aggregate number of shares of Common Stock to be purchased.

5.1.2.Net Worth.  For purposes of this Agreement, the Net Worth of Company will mean:

(a)           Offer in First Half of Year.  If the Offering Date occurs prior to the first (1st) day of the seventh (7th) month in any fiscal year of the Company, the net worth of the Company on the last day of the fiscal year of the Company immediately preceding the fiscal year in which the Offering Date occurs; or

(b)           Offer in Second Half of Year.  If the Offering Date occurs on or after the first (1st) day of the seventh (7th) month in any fiscal year, the net worth of the Company on the last day of the fiscal year of the Company in which the Offering Date occurs, in either case, as reflected on the Company’s Certified Statements for such year; provided, however, that the Net Worth (a) will include only capital paid in (including par value and surplus) for, and retained earnings attributable to, the Company’s issued and outstanding shares of Common Stock/ and (b) will not include any proceeds of insurance paid upon the death of a stockholder which would otherwise be included in Net Worth, but shall include the net cash surrender value (cash surrender value minus any loans) of such policies immediately prior to the death of a Stockholder, which would otherwise be excluded from Net Worth.

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5.1.3.Earnings Per Share.  The Earnings Per Share of Common Stock shall mean the amount determined as follows:

(a)           Offer in First Half of Year.  If the Offering Date occurs prior to the first (1st) day of the seventh (7th) month in any fiscal year of the Company, the Earnings Per Share shall be the average of the earnings per share of Common Stock in each of the three (3) fiscal years immediately preceding the fiscal year in which the Offering Date occurs.

(b)           Offer in Second Half of Year.  If the Offering Date occurs on or after the first (1st) day of the seventh (7th) month in any fiscal year of the Company, the Earnings Per Share shall be the average of the earnings per share of Common Stock in each of the fiscal year in which the Offering Date occurs and the two (2) fiscal years immediately preceding the fiscal year in which the Offering Date occurs.

Earnings per share for each such year will be obtained by dividing (x) the net income (after provision has been made for federal, state and local taxes) of the Company, for each such year as derived from the Certified Statements by (y) the average number of shares of Common Stock issued and outstanding in each such year, as calculated by the Independent Accountants in accordance with generally accepted accounting principles consistently applied.

5.2.Terms and Conditions For Sale of All Common Stock.

In the case of an Offer relating to all shares of Common Stock then held by a Stockholder, the purchase price will be determined by an Appraisal conducted by an Appraiser at the time the Offer is made.  Company shall arrange, as necessary, for an Appraiser to value its Common Stock promptly after an Offer Notice or Put Notice is communicated pursuant to this Agreement.

5.3.Payment.

The purchase price for any shares of Offered Stock will be paid in thirty-two (32) equal consecutive quarterly installments, the first of which will be paid on the Closing Date, and the remainder of which will be paid on the next succeeding thirty-one (31) quarterly anniversary dates of Closing (or next business day, if such anniversary is on a Saturday, Sunday or holiday), together with accrued interest from the Closing Date on the unpaid portion of the purchase price at the rate of one percent (1%) per annum below the Prime Rate, but in no event less than the Applicable Federal Rate; provided that, in the event shares of Offered Stock are to be purchased due to the death of a Stockholder and the Company shall then have available to it the proceeds of any insurance to be obtained on the life of such Stockholder pursuant to Section 5.4 of this Agreement (relating to insurance), then the first payment due hereunder shall be in an amount equal to the proceeds of such life insurance actually received by the Company and the remainder shall be paid in thirty-one (31) equal installments as provided above in this Section 5.3.

5.4.Insurance.

The Company hereby agrees to purchase, and shall be the owner of, key-man life insurance on the life of each Stockholder providing for a death benefit in such amount as the Company deems appropriate, which insurance proceeds received by the Company shall be used

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to fund the initial payment obligation of the Company in the event the Company is required to repurchase from a Stockholder his shares of Common Stock due to the death of such Stockholder.  The Company shall not pledge, encumber or grant any security interest in the cash surrender value or proceeds of any such insurance policy.

6.PROCEDURES

6.1.Acceptance of Offer.

6.1.1.The Company.

(a)           Obligation of the Company.  Within ninety (90) days after receipt by the Company of (a) the Offer made or deemed to have been made pursuant to Section 3.3 (relating to permanent disability or death) of this Agreement, or (b) a Put Notice, the Company shall purchase all, but not less than all, of the shares of Offered Stock unless the Company receives from its independent legal counsel within such period a written opinion based on information available at the time (including without limitation comparative analyses of unaudited financial statements and good faith projections of year-end results) to the effect that payment of the purchase price contemplated by such Offer is prohibited by applicable law, rule or regulation, or by a contract or agreement which affects the Company.

(b)           Election of the Company.  Within ninety (90) days after receipt of an Offer other than an Offer referred to in Section 6.1.1 (a), the Company may elect, but shall not be required, to purchase all, but not less than all, of the shares of Offered Stock.  After such ninety (90) day period and after the periods provided in Section 6.1.2 for purchase by the Remaining Stockholders, the Company shall again have the right to purchase any shares of Offered Stock to the extent such shares are the subject of an Offer made under Section 3.1 (relating to transfers by operation of law) or Section 3.2 (relating to cessation of employment) of this Agreement, insofar as such Offers shall be continuing as provided in Sections 3.1 and 3.2 of this Agreement.

(c)           Contractual Impediment.  If the opinion of the independent legal counsel referred to in Section 6.1.1(a) of this Agreement is to the effect that payment of such purchase price is not prohibited by any applicable law, rule or regulation, but is prohibited by a contract or agreement which affects the Company, then the Company will promptly use its best efforts to obtain such consents or waivers as may be necessary to remove such impediment to the purchase.  Within ten (10) days after receipt of all such consents or waivers, the Company promptly will purchase all shares of Offered Stock.  If, after using its best efforts, the Company is unable to obtain such consents or waivers, the Company will give written notice to the Stockholder and to the Remaining Stockholders of such inability and rejection of the Offer.

(d)           Legal Impediment.  If the legal opinion referred to in Section 6.1.1 (a) is to the effect that payment of such purchase price is prohibited by applicable law, rule or regulation, and if the legal prohibition can be eliminated by recapitalization in accordance with generally accepted accounting principles (including adjustment of the value of its assets or adjustment of the par value of the Company’s issued and outstanding capital stock or other reasonable action by the Company), then the Company will take such action.  If such prohibition

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cannot be eliminated by any such action, the Company will give written notice to the Stockholder and to the Remaining Stockholders of the Company’s inability to purchase and the rejection of the Offer.

6.1.2.Remaining Stockholders.

(a)           Voting Stock.  If the Offer is rejected by the Company pursuant to Section 6.1.1 of this Agreement, each Remaining Voting Stockholder, within thirty (30) days after the receipt by such Remaining Voting Stockholder of the notice from the Company rejecting the Offer pursuant to such Section 6.1.1, may elect, but shall not be required, to purchase up to that proportion of the shares of Offered Voting Stock as the number of shares of Voting Stock which such Remaining Voting Stockholder - owns as of the Offering Date bears to the aggregate number of then issued and outstanding shares of Voting Stock other than shares of Offered Voting Stock and any other shares of Voting Stock owned by the offering Stockholder.  Any shares purchased by a Permitted Transferee who is considered as the owner of Voting Stock pursuant to Section 3.3.4 of this Agreement, shall be subject to the same Voting Trust as is referred to in Section 3.3.4.

(b)           Non-Voting Stock.  If the Offer is rejected by the Company pursuant to Section 6.1.1 of this Agreement, each Remaining Stockholder, within the same thirty (30) day period allowed for the election to purchase shares of Offered Voting Stock pursuant to Section 6.1.2 (a), may elect, but shall not be required, to purchase up to that proportion of the shares of Offered Non-Voting Stock as the number of shares of Preferred Stock and Non-Voting Stock which such Remaining Stockholder owns as of the Offering Date bears to the aggregate number of then issued and outstanding shares of Preferred Stock and Non-Voting Stock, other than the shares of Offered Non-Voting Stock, and any other shares of Non-Voting Stock or Preferred Stock, owned by the offering Stockholder.

(c)           Subsequent Opportunity to Purchase.  If any Remaining Stockholder does not elect to purchase all of the portion of the shares of Offered Voting Stock or Offered Non-Voting Stock available to him pursuant Sections 6.1.2 (a) and 6.1.2(b), each Fully Electing Remaining Stockholder may elect, for a period of fifteen (15) days, to purchase that portion of the shares of Offered Stock not elected to be purchased by any Remaining Stockholder pursuant to Section 6.1.2 (a) and 6.1.2 (b), as the number of shares of Voting Stock, Preferred Stock and Non-Voting Stock which he owns as of the Offering Date bears to the aggregate number of issued and outstanding shares of Voting Stock, Preferred Stock and Non-Voting Stock owned as of the Offering Date by all Fully Electing Remaining Stockholders.  The fifteen (15) day period for the purchase of shares pursuant to this Section 6.1.2(c) shall not commence until the conclusion of the thirty (30) day period under Sections 6.1.2(a) and 6.1.2(b).

If all of the shares of Offered Stock are not so purchased, then the procedure set forth in the preceding paragraph will be repeated until all of the shares of Offered Stock have been so purchased or no Fully Electing Remaining Stockholders elect to buy all of the unpurchased shares of Offered Stock.

6.1.1.Exercise.  Within the appropriate ninety (90) day period referred to in Section 6.1.1 of this Agreement, the Company will give notice of its agreement to purchase all of

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the shares of Offered Stock, or of its rejection of the Offer pursuant to Section 6.1.1 of this Agreement, to the Stockholder and to each Remaining Stockholder.  Failure to give any such notice will constitute notice of rejection of the Offer pursuant to Section 6.1.1 on the ninetieth (90th) day.  Each Remaining Stockholder will exercise his election, if any, to purchase by giving notice thereof to the Stockholder, to the other Remaining Stockholders and to the Company.  In the event of agreement by the Company to purchase, its notice will specify a date for Closing which will be not more than sixty (60) days after the date of the giving of such notice/ provided, however, that if the purchase price is determined pursuant to Section 5.1.2 (b) or 5.1.3 (b) of this Agreement, the Closing shall take place not more than thirty (30) days after the Certified Statements are available for the fiscal year which includes the Offering Date.  In the event the Remaining Stockholders, or one or more of them, elect to purchase all or a portion of the shares of Offered Stock, Closing with respect to such shares will be held at such time as may be mutually agreed upon by the Stockholder and those Remaining Stockholders who have agreed to purchase and, in the absence of such agreement, will be held on the sixtieth (60th) day following receipt by the Stockholder of the last notice of election to purchase from a Remaining Stockholder.

6.2.Release from Restriction.

6.2.1.Free Transfer Period.  If the Offer is not accepted by the Company or by the Remaining Stockholders as to any or all of the Offered Stock, the Stockholder may, subject to Section 6.6 hereof, make a bona fide transfer, pledge or encumbrance of the shares of Offered Stock with respect to which the Stockholder’s Offer has not been accepted by the Company or by the Remaining Stockholders at any time within sixty (60) days following the expiration of the time provided in Section 6.1.2 of this Agreement for election to purchase by the Remaining Stockholders, provided that the Stockholder first complies with the provisions of Section 6.3 of this Agreement (relating to conditions of release from restriction).

(a)           Certain Offers Continuing.  Notwithstanding the foregoing paragraph, if the Offer is made pursuant to Sections 3.1 (relating to transfers by operation of law) or 3.2 (relating to cessation of employment), the Offer shall be a continuing Offer as provided in said Sections, and the Stockholder may not transfer the Offered Stock under this Section 6.2.

(b)           Rescission Rights.  If the Offer (regardless of under which Section of this Agreement the Offer is deemed to be made) is not accepted by the Company but is accepted by the Remaining Stockholders as to some, but not all of the shares of Offered Stock, the Stockholder may, but will not be obligated to, rescind the agreements of sale created by such elections of the Remaining Stockholders to purchase which the Stockholder has received, in which event the Offered Stock again will become subject to all of the restrictions of this Agreement and may not be transferred subsequently without compliance with the terms of this Agreement.

(c)           Free Transfer Only If Rescission Rights Not Exercised.  If the Offer is not accepted by the Company, but is accepted by the Remaining Stockholders as to some, but not all of the Offered Stock, and the Stockholder does not rescind the agreements of sale created by such elections of the Remaining Stockholders pursuant to Section 6.1.2, the Stockholder may make a bona fide transfer, pledge or encumbrance of those shares of Offered

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Stock with respect to which agreements of sale created by such elections of the Remaining Stockholders do not exist at any time within the Free Transfer Period, provided that the Stockholder first complies, as may be required, with the provisions of Section 6.3 of this Agreement.

6.2.1.       Public Offering.  Immediately upon the closing of the purchase of shares of Common Stock by an underwriter, or group of underwriters, pursuant to a public offering by the Company of its Common Stock, the rights and obligations affecting the disposition of the Common Stock as set forth in this Agreement will be of no force or effect.  In such event, the Stockholder will be free to dispose of Common Stock in any manner he deems appropriate consistent with relevant law, and neither the Company nor any Remaining Stockholder will have any obligation to purchase the shares of Common Stock.

6.3.Conditions of Release from Restriction.

6.3.1.       More Favorable Transfer Requires Re-Offer.  If any of the terms of a proposed bona fide transfer to a transferee other than the Company or the Remaining Stockholders under the terms of this Agreement are more favorable to the transferee than the corresponding terms in accordance with which the Company or the Remaining Stockholders could have purchased the shares of Offered Stock under this Agreement, the Stockholder may not transfer the shares of Offered Stock proposed to be transferred to such transferee without first having made a second Offer to transfer the shares of Offered Stock to the Company and the Remaining Stockholders on the same terms as the contemplated transfer to such transferee.  Thereupon, the Stockholder may make such bona fide transfer as to those shares of Offered Stock with respect to which the second Offer has not been accepted by either the Company or the Remaining Stockholders within thirty (30) days after their receipt of such second Offer.  The allocation of the shares of Offered Stock among the Remaining Stockholders, including allocation upon rejection of the second Offer, by any Remaining Stockholder with respect to such second Offer will be the same as provided in Section 6.1.2 of this Agreement.  If a second Offer to sell the shares of Offered Stock is made to the Company and the Remaining Stockholders in accordance with this Section 6.3.1, the Free Transfer Period will commence on the earlier of (x) the date of receipt by the Stockholder of the last rejection of the second Offer from the Company and all Remaining Stockholders or (y) the thirtieth (30th) day after the date of the second Offer.  Any shares of Offered Stock which are not transferred, pledged or encumbered during the Free Transfer Period will again become subject to all of the restrictions of this Agreement and may not be subsequently transferred without compliance with the terms of this Agreement.

6.3.2.       Pledge or Encumbrance.  If any Stockholder proposes to pledge or encumber shares of Common Stock, such Stockholder may not, after the Offer with respect to those shares of Common Stock has been rejected by the Company and the Remaining Stockholders, pledge or encumber shares of Common Stock without first having requested in writing to borrow from the Company and the Remaining Stockholders on the same terms and conditions of any proposed borrowing contemplating such proposed pledge or encumbrance.  Thereupon, such Stockholder may make such pledge or encumbrance as to those shares of Common Stock with respect to which such request has not been granted by either the Company or the Remaining Stockholders within thirty (30) days after their receipt of such request.  The

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Remaining Stockholders’ participation in any advance to such Stockholder will be calculated in the same manner as provided in Section 6.1.2 of this Agreement.  If such offer to pledge or encumber shares of Common Stock is made to the Company and the Remaining Stockholders in accordance with this Section 6.3.2, the Free Transfer Period will commence on the earlier of (x) the date of receipt by the Stockholder of the last rejection of such request from Company and all of the Remaining Stockholders or (y) the thirtieth (30th) day after the date of such request.  Any shares of Common Stock which are not pledged or encumbered during the Free Transfer Period will again become subject to all of the restrictions of this Agreement and may not be subsequently transferred without compliance with the terms of this Agreement.

6.4.Nonrecognition of Certain Transfers; Additional Capital Stock.

6.4.1.Agreement to be Bound.  The Company will not, nor be compelled to, recognize any transfer, or issue any certificate representing any shares of Common Stock to any person who does not qualify as a proper transferee under the terms and conditions of this Agreement, or who has not delivered to the Company a Transferee Stock Restriction Agreement substantially in the form of Exhibit B to this Agreement.

6.4.1.Transfer Not in Accord with this Agreement.  The Company will not, nor be compelled to, recognize any transfer made other than in accordance with the terms of this Agreement and the similar agreements, if any, made with other stockholders of the Company as of the date hereof/ and the Company will not, nor be compelled to, issue any certificate representing shares of Common Stock to any person who has received such shares of Common Stock in a transfer made other than in accordance with the terms of this Agreement or one of such similar agreements.

6.4.1.Additional Capital Stock of the Company.  The Company will not issue any shares of capital stock of the Company to any party in addition to the capital stock outstanding as of the date hereof, except:

(a)           shares of preferred stock for which the Company received consideration in money or money’s worth at least equal to the stated value or par value of such stock;

(b)           shares of common stock for which the Company received consideration in money or money’s worth at least equal to the per share net book value of the Common Stock issued and outstanding immediately prior to such issue and as to which the amount of such consideration credited to capital stock on the books of the Company with respect to each share does not exceed the stated value or par value so credited with respect to each share of Common Stock outstanding immediately prior to such issue; or

(c)           any class or series of capital stock issued by the Company to its directors, officers or employees pursuant to a plan adopted by the Company regardless of whether such plan is designed to meet requirements of the Internal Revenue Code of 1986, as amended.

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6.1.Necessary Documents.

If, under the terms of this Agreement, shares of Common Stock are purchased, the Stockholder or the Stockholder’s personal representative, whether or not properly qualified, will execute and deliver at the Closing all necessary documents that reasonably may be required to accomplish a complete transfer of such shares of Common Stock, and the Purchaser will execute and deliver to the Stockholder or the Stockholder’s personal representative a non-negotiable promissory note for any deferred portion of the purchase price (and interest thereon), and will agree to pledge the shares of Common Stock pursuant to a Stock Pledge and Escrow Agreement and, in connection therewith, will deliver to the Company’s legal counsel (or to such other person mutually agreed upon by the parties) certificates representing all of the shares of Common Stock actually purchased, with executed blank transfer powers attached, which certificates will be delivered to Purchaser upon final payment of the unpaid balance of the purchase price and all interest thereon.

6.2.No Sale to Competitor.

Notwithstanding any provision of this Agreement relating to sales of shares of Common Stock during a Free Transfer Period, in no event may any such sales be made during a Free Transfer Period to any Competitor.

7.MANAGEMENT MATTERS

7.1.Management Policies and Resolution of Management Disputes.

7.1.1.Selection of Voting Directors.

(a)           Nominations by Stockholders.  For so long as each Stockholder is living and not subject to a Mental Disability, each Stockholder shall be entitled to nominate one-half of the Voting Directors (as defined in the Company’s Bylaws) in accordance with the provisions of the next sentence.  At least thirty (30) days prior to the date on which the nominees for positions on the Company’s Board of Directors are required to be finally determined, each Stockholder will submit to the other Stockholder a list of persons whom he is intending to nominate for one-half of the total number of positions as Voting Directors i of the Company.  At any time prior to the time when the Company’s Bylaws permit persons to be nominated for a position on the Company’s Board of Directors, any Stockholder may change any of his Nominees.  Each Stockholder hereby agrees to vote his shares of Voting Stock at any meeting (special or annual) called for the election of directors for his own Nominees and for those Nominees of the other Stockholder.  In the event any Nominee of a Stockholder shall be elected to a position on the Company’s Board of Directors, and such Nominee shall thereafter resign, be removed or be otherwise unable to serve as a director of the Company, then the Stockholder who originally nominated such Nominee shall have the right, as between the Stockholders, to nominate the Replacement and each Stockholder hereby agrees to vote his shares of Voting Stock in such a manner as to cause the Replacement to be elected to the Company’s Board of Directors.

(b)           Nominations by Recognized Transferees.  In the event of the death or Mental Disability of a Stockholder, the Recognized Transferee(s) of such Stockholder shall

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make the nomination(s) which would otherwise have been made by such Stockholder.  If such Recognized Transferees cannot agree on the person(s) to be nominated, then the nominee(s) shall be the person(s) elected by the majority vote of the Recognized Transferees at a meeting convened upon ten (10) days written notice by any Recognized Transferee.  All Recognized Transferees shall vote for the person(s) so nominated.  In any such election by Recognized Transferees for purposes of nominating person (s) to be director, each Recognized Transferee shall have one vote in respect of each of his shares of Voting Stock and shall be entitled to cast his votes for or against each candidate in such election to determine nominees.

The persons so nominated by the Recognized Transferees shall be treated as the Nominee(s) of the deceased or disabled Stockholder for purposes of this Section 19.1.1.

7.1.1.       Selection of Emeritus Directors.  In the absence of an agreement as to whom the Stockholders shall elect to be Emeritus Directors (as defined in the Company’s Bylaws), and for so long as each Stockholder is living and not subject to a Mental Disability, each Stockholder shall be entitled to nominate the same number of Emeritus Directors and shall vote his shares of Voting Stock for the person(s) so nominated by him.  Each Stockholder also agrees to vote his shares of Voting Stock for the nominee(s) for Emeritus Director of the other Stockholder.  Only the Stockholders shall be entitled to nominate a person for Emeritus Director, even though shares of Voting Stock may have been transferred pursuant to this Agreement.

In the event that an Emeritus Director shall resign, be removed or be otherwise unable to serve as a director of the Company, then the vacancy created by such resignation removal or otherwise shall only be filled if the Stockholders agree to fill it.

7.1.1.       Designated Directors.  For purposes of preserving the ability of a Permitted Transferee to satisfy the Employment Qualification after the death of a Stockholder, the Stockholders agree that in the event of the death of a Stockholder, the deceased Stockholder’s Designated Directors shall determine whether a Permitted Transferee of the deceased Stockholder shall be hired by the Company in a managerial capacity (if application for employment is made by the Permitted Transferee), or shall not be Discharged Without Cause by the Company.  The position of such Permitted Transferee shall be determined by such Designated Directors in conjunction with management.  The compensation and promotion of such Permitted Transferee shall be determined by the Compensation Committee of the Company’s Board of Directors in conjunction with the deceased Stockholder’s Designated Directors.

7.2.Co-involvement and Management Disputes.

The Stockholders acknowledge that presently, as officers and employees of the Company, each manages the operations of one of the two most significant divisions of the Company and that each must be informed of the operations and needs of, as well as the decisions affecting, each such division of the Company.  Each Stockholder agrees to keep the other Stockholder so informed.  If a dispute arises between the Stockholders in their capacities as managers of the Company’s businesses, and such dispute involves the operation and management of the Company’s businesses and is therefore not within the provision of Section 8.1 of this Agreement, the Stockholders shall refer such dispute to the Independent Committee

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for recommendation as to its resolution.  The Independent Committee will discuss the facts and circumstances of the disputed matter with the Stockholders and any other persons it deems appropriate and will develop a recommendation as to courses of action which are possible.  The recommendation made by the Independent Committee shall then be submitted to the full Board of Directors of the Company for final approval.  The Stockholders agree to abide by the majority decision of the Board.

7.3.Cash Flow Controls and Maximizing ROI.

Each Stockholder agrees that, as officers and employees of the Company, their respective areas of management shall be conducted so as to maximize the return on investment to the stockholders of the Company, and to ensure the highest and best use of the funds available to the Company.  To achieve such goal, the Stockholders agree to abide by the terms of the cash management plan established by the Company’s chief financial officer and adopted by the Board of Directors.  Also, to further this goal, the Stockholders, as officers and employees of the Company, shall adopt and adhere to appropriate budget systems and constraints and shall inform each other of the results thereof as applied to the ongoing operations of their respective divisions.  The capital budgets shall be adjusted periodically (not less frequently than annually) to reflect excesses or deficits from prior periods.  The Stockholders agree as managers of the prominent divisions of the Company’s business not to exceed the capital limitation set forth in the Company’s proposal to The Philadelphia National Bank, in reliance on which The Philadelphia National Bank has loaned funds to the Company on or prior to the date hereof.  In addition, as managers, the Stockholders agree to use their best efforts to maintain at all times not less than One Million Five Hundred Thousand Dollars ($1,500,000) for capital improvement contingencies.

7.4.Establishing Specific Corporate Policies.

7.4.1.       Management Evaluations.  The Stockholders (as managers) shall establish job descriptions with designated responsibilities for each managerial position within the Company and shall undertake a performance evaluation of each of the Company’s managers at least once each year, using the job descriptions as the bases for such evaluation.

7.4.2.       Other Policies.  The Stockholders (as managers) will establish, and propose to the Board of Directors for approval, specific corporate policies regarding expense accounts, travel allowance (type and number of trips and reimbursement), automobile benefits (use and/or insurance) and reports and controls for sub-management levels.

7.5.The Board of Directors.

The Stockholders shall conduct themselves so as to maintain the independence of the Board of Directors, especially in relation to its function of reviewing the decisions affecting the Stockholders’ respective divisions of the Company.  The Stockholders will use their best efforts to cause the Board of Directors to adopt the policies and guidelines set forth in this Section 7.  In addition to the Board of Directors’ functions as outlined in the Company’s Bylaws, the Stockholders shall use their best efforts to cause the Board to perform the following functions:

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7.5.1.       to review, and approve or reject, all capital expenditures above an amount to be determined by the Board prior to any commitment with respect thereto (such review to be made based on return on investment and cash flow considerations), and also to be subject to an overall policy favoring the most positive cash flows while supplementing or complementing the existing operations of the Company/

7.5.2.       to review, and adopt or reject, corporate policies, including those submitted by the Stockholders pursuant to Section 7.4 of this Agreement, and including policies or procedures for evaluating key personnel;

7.5.3.       to review and establish the Company’s long term goals and corporate objectives;

7.5.4.       to establish the budgets for each division and plant within the Company;

7.5.5.       to review, and approve or reject, proposed bank borrowings, product development and research;

7.5.6.       to monitor compliance with, and revise in accordance with actual facts and circumstances, projections of the Company’s future results of operations;

7.5.7.       to review, and approve or reject, all proposals for expansions or contractions of the Company’s business, including acquisitions or dispositions, subject to stockholder approval where appropriate;

7.5.8.       to appoint and monitor, as appropriate, committees of the Board, including an Executive Committee (which shall be empowered to act on the Board’s behalf between regular quarterly Board meetings), Audit Committee, Compensation Committee, and the Independent Committee;

7.5.9.       to meet regularly on a quarterly basis; and

7.5.10.     to establish a code of ethics by which all officers and employees of the Company shall conduct themselves.

8.MISCELLANEOUS MATTERS

8.1.Arbitration.

Any Irreconcilable Dispute shall be decided by arbitration in Harrisburg, Pennsylvania, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then obtaining, unless the Stockholders otherwise mutually agree in writing.  The dispute shall be decided by a panel of three arbitrators with each Stockholder choosing one arbitrator and those two arbitrators selecting the third arbitrator.  The decision and the award of damages or specific performance rendered by a majority of the arbitrators shall be final and binding and judgment may be entered upon it in any court having jurisdiction thereof.  The arbitration shall be held as promptly as practicable after actual receipt of notice that a Stockholder has filed a notice for arbitration with the American Arbitration Association on such

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a date, and at such a place and time in Harrisburg, Pennsylvania, convenient to the Stockholders and to the arbitrators, except that if the Stockholders cannot agree, the arbitrators shall decide such date, place and time.  Notwithstanding the foregoing, in no event shall the date of the arbitration exceed sixty (60) days from the date the other Stockholder receives the notice for arbitration, unless the Stockholders mutually agree otherwise.  The arbitrators shall make their decision promptly and any award of damages or specific performance shall be made, unless otherwise mutually agreed by the Stockholders in writing, not later than fifteen (15) days from the date of closing of the hearings or if oral hearings have been waived, from the date of transmitting the final statements and proofs to the arbitrators.

8.2.Endorsement on Stock Certificates.

Each certificate representing any shares of Common Stock now held by any Stockholder or any shares of Common Stock hereafter held by any Stockholder will bear a legend in substantially the following form:

“THE TRANSFER OF THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY THE TERMS OF A STOCK RESTRICTION AND MANAGEMENT AGREEMENT DATED FEBRUARY 28, 1990, A COPY OF WHICH IS ON FILE AND MAY BE INSPECTED AT THE OFFICE OF THE COMPANY.”

8.3.Covenant Not to Compete.

8.3.1.       During Employment.  During the period in which the Stockholder is employed by Company, the Stockholder will not directly or indirectly own, manage, operate, join, control or participate in the ownership, management, operation or control of or be employed or otherwise be connected in any manner with any Competitor.

8.3.2.       After Termination of Employment or Sale of Stock.  For a period of five (5) years following either (a) termination of the Stockholder’s employment by Company (unless the Stockholder has been Discharged Without Cause, or (b) an Offer by the Stockholder to sell all of his shares of Common Stock pursuant to this Agreement, the Stockholder will not undertake any Prohibited Action, and will not solicit or aid in the solicitation of any business from any Customer of Company, and will not disclose, or utilize on behalf of himself or any other person or business entity, any Trade Secret of Company.

8.3.3.       Modification for Enforceability.  Should the foregoing covenants of this Section 8.3 be adjudged to any extent invalid by any competent tribunal, such covenant will be deemed modified to the extent necessary to make it enforceable.

8.4.Specific Performance.

In the event of a breach or threatened breach of any of the provisions of this Agreement, the remedy at law would be inadequate and a party to this Agreement will be entitled to appropriate injunctive and other equitable relief, including without limitation, specific performance and such party will be entitled to recover the loss, costs and expenses (including

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reasonable attorneys’ fees and disbursements) which such party incurs in securing any relief at law or in equity.

8.5.Liquidation of Corporation.

Notwithstanding any other provision of this Agreement, if, at any time, the Board of Directors of the Company adopts a resolution recommending the sale or exchange of all, or substantially all, of the Company’s assets to be followed by liquidation of the Company, or recommends that the Company be dissolved voluntarily, or if all of the stockholders of the Company have signed a written agreement consenting to such sale or dissolution, or if, at any time, an agreement is made for the sale of ninety percent (90%) or more of the Company’s issued and outstanding capital stock, then with respect to any event thereafter occurring, all obligations to purchase any shares of Common Stock and all obligations of any Stockholder to sell any shares of Common Stock arising under the terms of this Agreement will be abated.  If such recommended sale is consummated or such dissolution occurs, such obligations will terminate absolutely and such selling Stockholder will receive his pro rata share of the proceeds of such sale or dissolution.  If such sale or dissolution is thereafter abandoned, all of the obligations of purchase and sale herein contained will be in full force and effect again.  If, during the period of abatement, an event occurs which, but for the abatement, would have required or permitted an Offer or sale by a Stockholder pursuant to the provisions of this Agreement, all time periods with respect to such Offer and sale, and the responses required or permitted hereunder, shall be computed as if such event had occurred on the day after the proposed sale or dissolution was abandoned, but all determinations of price shall be made as if the Offer or sale had been made at the time it would have been made had there been no abatement.

8.6.Stockholder Wills.

Each Stockholder agrees to include in his will a direction and authorization to his executor to comply with the provisions of this Agreement and to sell all of his shares of Common Stock in accordance with this Agreement; provided, however, that the failure of any Stockholder so to direct his executor shall not affect the validity or enforceability of this Agreement.

8.7.Notices.

Any and all notices, designations, consents, offers, acceptances or any other communications provided for herein will be given in writing by registered or certified mail, return receipt requested, which will be addressed, in the case of the Company, to its principal office and in the case of the Stockholders to their respective addresses appearing on the records of the Company, or to such other address as may be designated by any Stockholder in writing to the Company and the other stockholders.

8.8.Time Periods.

In computing the number of days for any purpose of this Agreement, all days shall be counted, including Saturdays, Sundays and holidays, except that if the last day of any period occurs on a Saturday, Sunday or holiday, the period will be deemed extended to the end of the next succeeding day which is not a Saturday, Sunday or holiday.  A holiday for purposes

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of this Agreement shall mean those days on which banks in the Commonwealth of Pennsylvania may, or are obligated to, remain closed.

8.9.Successors and Assigns.

This Agreement shall be binding upon, and inure to the benefit of, the parties hereto, all future stockholders of the Company, whether they become such by transfer pursuant to or contrary to the terms of this Agreement or similar agreements, if any, with other stockholders of the Company, and all of their respective heirs, legatees, personal representatives, successors and assigns.

8.10.Titles Not to Affect Interpretation.

The headings of sections and paragraphs in this Agreement are inserted for convenience of reference only and they neither form a part of this Agreement nor are they to be used in the construction or interpretation thereof.

8.11.Invalid Provision.

The invalidity or unenforceability of any provision of this Agreement will not affect the other provisions hereof, and this Agreement will be construed as if such invalid or unenforceable provisions were omitted.

8.12.Governing Law.

This Agreement will be governed by the laws of the Commonwealth of Pennsylvania.

8.13.Subordination.

Each Stockholder agrees that the obligation of the Company hereunder is and shall be subordinate to any long term financial arrangement to which the Company is now, or in the future may be, a party, and each Stockholder agrees to take such action as the Company shall reasonable request to implement this subordination agreement.

8.14.Modification.

This Agreement contains the entire agreement between the parties relating to the restrictions on the transfer of any shares of Common Stock and may be modified only by a writing signed by the Company and each Stockholder, and by all Remaining Stockholders if those provisions of this Agreement which confer rights or obligations on the Remaining Stockholders are modified by such amendment.

IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by a duly authorized officer and its corporate seal affixed hereto, and each Stockholder has signed this Agreement as of the date first above written.

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Attest:	NEW ENTERPRISE STONE & LIME CO., INC.
/s/	By:	/s/ Donald L. Detwiler
Secretary		Title:
[Corporate Seal]
Witness:
/s/	/s/ Donald L. Detwiler
	Donald L. Detwiler
Witness:
/s/	/s/ Paul I. Detwiler, Jr.
	Paul I. Detwiler, Jr.

The undersigned stockholders of Company other than the Stockholders have executed this Agreement to acknowledge that they have the rights and obligations specifically conferred by this Agreement.

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EXHIBIT A

FORM OF

BENEFICIARY STOCKHOLDERS’ VOTING TRUST AGREEMENT

THIS BENEFICIARY STOCKHOLDERS’ VOTING TRUST AGREEMENT (“Trust Agreement”), dated                                           ,           , is made among [Don and Paul or Personal Representative of either], a resident of the Commonwealth of Pennsylvania [in his capacity as personal representative of [Don or Paul]] (the “Principal”), [Name of Trustee] , as trustee, the person (s) named on Appendix A hereto (each a “Beneficiary Stockholder and collectively, the “Beneficiary Stockholders”), and New Enterprise Stone & Lime Co., Inc., a Delaware corporation (the “Company”).

BACKGROUND

The Company currently has authorized two classes of capital stock:  (a) Common Stock $1.00 par value (the “Common Stock”), which is divided into two different series, one of which is voting Common Stock (“Voting Stock”) and the other of which is non-voting Common Stock (“Non-Voting Stock”); and (b) Preferred Stock, $100 par value (the “Preferred Stock”).

The Principal [in his capacity as personal representative for [Don or Paul] [who is deceased or permanently disabled] is the owner of              shares of Voting Stock the transfer of which is restricted by the terms of the Stock Restriction and Management Agreement dated                           , 1990 among Paul I. Detwiler, Jr., Donald L. Detwiler (referred to herein collectively as “Stockholders” and individually as a “Stockholder”) and the Company (the “Stock Agreement”).

NOW THEREFORE, intending to be legally bound, the parties to this Trust Agreement hereby agree as follows:

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1.             Creation of Trust.  The Principal [in his capacity as personal representative of [Don or Paul]], hereby creates a Beneficiary Stockholders’ Voting Trust (the “Trust”) in accordance with, and which shall be governed by, the terms of this Trust Agreement (the “Trust Agreement”).

2.             Appointment of Trustee.  The Trustee shall be the sole trustee of the Trust and shall act and administer the Trust in accordance with all of the terms and conditions of this Trust Agreement.  It is hereby acknowledged by all parties hereto that the Trustee meets at least one of the following qualifications:  (1) the Trustee is the survivor of the Stockholders; or (2) the Trustee is the Stockholder who retains the physical and mental capacity to perform his duties as a full-time executive employee of the Company; or (3) the Trustee is a person permitted under Section 15 (taking into account the requirements of clause (b) of said Section 15) of the Stock Agreement to be a transferee of voting Common Stock from the Principal.  The term “Trustee” as used herein shall mean such Trustee and any successor Trustee or Trustees appointed under this Trust Agreement.  The Trustee hereby acknowledges receipt of a copy of the Stock Agreement.

3.             Term of Trust.  The Trust shall continue for a period of ten years, unless it is sooner terminated by the withdrawal of all shares of Voting Stock as hereinafter provided.

4.             Deposit of Shares.  The Principal hereby deposits, and may hereinafter deposit, with the Trustee, stock certificates representing such shares of the Company’s Voting Stock (the “Deposited Shares”) of which the beneficial ownership is transferred to the Beneficiary Stockholders in the amounts set forth on Appendix A.  All stock certificates evidencing Deposited Shares delivered to the Trustee as herein provided shall be registered in the name of the Trustee or shall be endorsed or accompanied by duly executed stock powers and

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such other assignments, certificates of authority, consents to transfer or other instruments as may be reasonably requested by counsel to the Trustee in order to transfer record ownership of the Deposited Shares to the Trustee.  Such Deposited Shares shall be registered on the books and records of the Company in the name of the Trustee, as trustee for the Beneficiary Stockholders, or any one or more of them, and all stock certificates representing the Deposited Shares shall contain a legend that such certificates are held subject to the provisions of this Trust Agreement.

5.             Issuance of Trust Certificates.  In exchange for the stock certificates evidencing the Deposited Shares, the Trustee shall issue and deliver to each Beneficiary Stockholder having a beneficial interest therein, one or more Trust Certificates (each a “Trust Certificate”) substantially in the form attached hereto as Appendix B, representing, in the aggregate, the number of Deposited Shares beneficially owned by that Beneficiary Stockholder.  Trust Certificates shall evidence the Beneficiary Stockholder’s beneficial interest in the Trust and the Deposited Shares.  The holder of a Trust Certificate shall have all rights of a holder of the Deposited Shares represented by the Trust Certificate except as otherwise provided herein.

6.             Powers and Duties of the Trustees.

While this Trust Agreement is in effect and until the Deposited Shares are withdrawn from the Trust as hereinafter provided, the Trustee, in person, by proxy or by written consent, shall have the sole and unqualified right and power to vote the Deposited Shares for the election of any person or persons as directors of the Company, and to act in connection with the voting of the Deposited Shares in the same manner and to the same extent, and subject to all applicable restrictions in respect of voting as expressed in the Company’s Bylaws and in the Stock Agreement, as if he were the absolute owner thereof in his own right.  On all proposals or matters which are required to be or which shall be submitted for a vote of the Company’s voting

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Common Stock other than the election of directors, the Trustee shall be entitled to vote the Deposited Shares, for or against such proposal or matter, or to refrain from voting, as he in his sole discretion shall determine.

7.Appointment of Successor Trustees.  The Trustee shall serve for life or until he is legally incompetent to serve or he resigns in accordance with the provisions of Section 8 of this Trust Agreement.  Upon the death, legal incompetence or resignation of the Trustee, the Company shall appoint one person to serve as successor Trustee (the “Successor Trustee”) in accordance with the following provisions:

(a)           the Company, by action of its board of directors, shall appoint as Successor Trustee either (1) the person nominated as Successor Trustee by the Principal (by Will or otherwise); or (2) if no person can be appointed in accordance with clause (1) for any reason, a person who the Company believes will serve best the interests of each Beneficiary Stockholder/ and

(b)           the person so appointed shall be a person who meets at least one of the qualifications set forth in clauses (1) , (2) , or (3) of Section 2 of this Trust Agreement, and who is 30 years of age or older.

8.Vacancies.  Any Trustee may resign by delivering a written resignation to the Company and the Beneficiary Stockholder(s) and thereupon a Successor Trustee shall be appointed in accordance with the provisions of Section 7 of this Trust Agreement.  In order to avoid vacancies, the Trustee shall continue to serve until the Successor Trustee is so appointed.  Upon a vacancy created by the death or legal incompetence of a Trustee, such vacancy shall be filled in accordance with the provisions of Section 7 of this Trust Agreement.

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9.Withdrawal.

(a)Upon the fulfillment of the following conditions, any Beneficiary Stockholder may withdraw from the Trust all (and not less than all) of the Deposited Shares transferred to the Trustee hereunder for his benefit by giving prior written notice (a “Withdrawal Notice”) to the Trustee of his intent to withdraw his Deposited Shares, which notice shall also contain:

(i)            a statement that the Beneficiary Stockholder has attained the age of 21 years; and

(ii)           a certificate of the Company in the form attached hereto as Appendix C stating that the Beneficiary Stockholder, or the spouse of the Beneficiary Stockholder, is at the date thereof, and has been for the immediately preceding two (2) year period, active in the management of the Company.

Deposited Shares as to which the Trustee has received a Withdrawal Notice are herein referred to as “Withdrawn Shares.”

(b)Prior to the delivery or transfer of the Withdrawn Shares to the withdrawing Beneficiary Stockholder, the withdrawing Beneficiary Stockholder shall deliver to the Trustee the Trust Certificates duly endorsed to the Trustee covering such Withdrawn Shares and, except as provided in Section 9 (c), any Withdrawn Shares shall no longer be subject to the provisions of the Trust or this Trust Agreement.  Thereafter, the Trustee shall promptly cause such Withdrawn Shares to be registered in the name of the withdrawing Beneficiary Stockholder and delivered to the withdrawing Beneficiary Stockholder in accordance with his or her instructions.

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(c)           After a Withdrawal Notice is received by the Trustee, the Withdrawn Shares shall continue to be subject to this Trust Agreement until the Trustee has received the Trust Certificates representing such Withdrawn Shares as set out above.  Until the date of such receipt, or thereafter, if the Beneficiary Stockholder owning the Withdrawn Shares is unable to vote them because the record date for such vote has passed, the Trustee will vote such Withdrawn Shares in accordance with the written instructions of such Beneficiary Stockholder, provided such instructions are received at least five (5) business days prior to the date of any annual or special meeting of stockholders of the Company.  In the absence of such written instructions, the Trustee shall have authority to vote the Withdrawn Shares as he may determine in accordance with the provisions of this Trust Agreement.

10.Dividends and Distributions.

(a)           Cash Dividends.  The Trustee shall give the Company or its dividend disbursing agent a list of the names and addresses of the then registered holders of Trust Certificates, which list shall set forth the number of Deposited Shares represented by the Trust Certificates registered in the name of each Beneficiary Stockholder on the record date for any cash dividends, and the Trustee shall request the Company to make distribution of cash dividends, on behalf of the Trustee, directly to each such registered Beneficiary Stockholder or to a bank designated by such holder of Trust Certificates.  In the event that any cash dividends are paid directly to the Trustee, the Trustee shall promptly pay over such dividends to the then registered holders of Trust Certificates according to their respective interests at the record date.

(b)           Stock Dividends.  If any dividend or distribution in respect of the Deposited Shares is paid, in whole or in part, in shares of voting capital stock of the Company, the Trustee shall hold the stock certificates for such voting shares which are received on account

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of such dividend and such voting shares shall thereafter for all purposes be treated as part of the Deposited Shares.  The holder of each Trust Certificate issued under this Trust Agreement on the date for the determination of those stockholders of the Company entitled to receive such dividend shall be entitled to receive a Trust Certificate evidencing such holder’s pro rata share of the number of voting shares received as such dividend.  If any dividend or distribution in respect of Deposited Shares is paid, in whole or in part, in shares of non-voting capital stock of the Company, the Trustee shall promptly distribute the stock certificates representing such non-voting shares to the Beneficiary Stockholders in proportion to their beneficial ownership in the Deposited Shares upon which the dividend or distribution is made.

(c)           Dividends in Other Assets.  If any dividend or distribution in respect of the Deposited Shares held by the Trustee is paid, in whole or in part, in assets of the Company, the Trustee shall give the Company a list of the names and addresses of the then registered holders of Trust Certificates, which list shall set forth the number of Deposited Shares represented by the Trust Certificates registered in the name of each holder on the record date, and the Trustee shall request the Company to make such distribution, on behalf of the Trustee, directly to each registered holder of the Trust Certificates.  In the event the distributions are paid directly to the Trustee, the Trustee shall promptly pay over such distributions to the then registered holders of Trust Certificates according to their respective interests at the record date.

(d)           Mergers, etc.  If, during the term hereof, the Company shall merge or consolidate into or with another corporation or corporations or other business entity, or if there shall be a reorganization or recapitalization of the Company, voting securities representing any such corporation or other business entity received by the Trustee in exchange for or with respect to the Deposited Shares as a result of such merger, consolidation, recapitalization or

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reorganization, shall be held by the Trustee in accordance with the terms hereof and shall thereafter for all purposes be treated as part of the Deposited Shares.  The Trustee shall issue and deliver Trust Certificates representing such voting securities to the then registered holders of Trust Certificates as their interests shall appear, against surrender by such holders of any Trust Certificates registered in their name which represented Deposited Shares which were surrendered by the Trustee pursuant to the terms of such merger, consolidation, recapitalization or reorganization.  Any other consideration received by the Trustee in such a transaction shall be paid by the Trustee to the then registered holders of Trust Certificates in accordance with their respective beneficial interests at the applicable record date.

(e)           Dissolution.  If, during the term hereof, the Company shall be dissolved or liquidated in such a manner as to entitle the holders of Common Stock to liquidating dividends, the Trustee shall request all such dividends to be distributed directly by the Company to the holders of Trust Certificates in proportion to their respective beneficial ownership in the Deposited Shares upon which dividends are paid.  In the event that such dividends are paid directly to the Trustee, the Trustee shall promptly pay over such dividends to the then registered holders of Trust Certificates according to their respective beneficial interests at the record date.

(f)            Rights Offerings.  If any capital stock or other securities of the Company are offered for subscription or otherwise to the holders of Common Stock of the Company, the Trustee, promptly upon receipt of notice of such offer, shall mail a copy thereof to each of the holders of the Trust Certificates.  Upon receipt by the Trustee, at least five (5) business days prior to the last day fixed by the Company for subscription and payment, of a request from any such registered holder of Trust Certificates to subscribe on behalf of such holder, accompanied by the sum of money required to pay for such stock or securities, the

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Trustee shall make such subscription and payment, and upon receiving from the Company the certificates for shares or securities so subscribed for, shall issue to such holder a Trust Certificate in respect thereof if the same be shares of Voting Stock, but if the same be securities other than Common Stock, the Trustee shall deliver such securities to the holder of the Trust Certificate on whose behalf the subscription was made, or may request the Company to make delivery directly to the holder of the Trust Certificate entitled thereto.

11.Transfer and Replacement of Voting Trust Certificates.

(a)Trust Certificates may not be transferred (whether by sale, gift or otherwise) pledged or encumbered, except in accordance with the following provisions:

(i)            Any Beneficiary Stockholder may transfer, pledge or encumber Trust Certificates subject to the restrictions contained in the Transferee Stock Restriction Agreement (“Beneficiary Stock Agreement”) which such Beneficiary Stockholder, as a transferee of shares of Common Stock, was required to execute pursuant to Sections 4.1 or 6.4.1 of the Stock Agreement, a copy of which Beneficiary Stock Agreement has been delivered to the Trustee.  For purposes of applying the foregoing sentence, Trust Certificates shall be treated as if they were shares of Voting Stock, except that the Beneficiary Stockholder shall not be entitled, until such time as the trust is terminated or the Deposited Shares are withdrawn, to exercise rights comparable to those under Section 3.4.3 of the Stock Agreement.

(ii)           By execution of this Trust Agreement, each Beneficiary Stockholder agrees to be bound, with respect to the Trust Certificates, by all the terms and conditions of his Beneficiary Stock Agreement, as if such Trust Certificates were shares of Voting Stock.

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(iii)          The Company and the Trustee will not, nor be compelled to, recognize any transfer of Trust Certificates, or issue any Trust Certificate or stock certificate representing any Trust Certificate or Deposited Shares purportedly transferred, to any person who (A) does not qualify as a proper transferee under the terms and conditions of the Beneficiary Stock Agreement and this Trust Agreement, and who has not delivered to the Company and the Trustee an agreement in substantially the same form as the Beneficiary Stock Agreement and a written undertaking to be bound by the terms of this Trust Agreement; or (B) has received such Trust Certificates or stock certificates in a transfer made other than in accordance with the terms of the Beneficiary Stock Agreement and this Trust Agreement, or similar agreements, if any, made with other stockholders of the Company.

(b)The Trustee shall keep a record of all Trust Certificates issued by the Trust upon the original issuance thereof in exchange for the Deposited Shares, or upon the transfer of Trust Certificates in accordance with the provisions of this Section 11, or as a result of the release of Withdrawn Shares to the Beneficiary Stockholders in accordance with the provisions of Section 9.  The record of Trust Certificates shall be kept, and Trust Certificates may be transferred, subject to the provisions of this Section 11 and applicable legal requirements including those under the Securities Act of 1933, at the office of the Trustee.  The records so kept by the Trustee shall conform, as nearly as may be practicable, to the form of stock ledger or statutory stock books which would be used by a corporation or a transfer agent under similar circumstances, and shall indicate, among other things, the names and addresses of all persons who are holders of Trust Certificates, the number of Deposited Shares represented by the Trust Certificates held by each of them and the dates when each of them became the owners thereof.

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(c)           Any transfer of Trust Certificates permitted hereunder and under the Stock Agreement shall be accomplished by delivery, of the Trust Certificates to the Trustee, duly endorsed or accompanied by duly executed powers and by such other assignments, certificates of authority and consent to transfer instruments as may be reasonably requested by counsel to the Trustee in order to effect a transfer of the Trust Certificates.  Upon effecting any such transfer, all Trust Certificates so surrendered to the Trustee shall be cancelled forthwith.  The Trustee may, in his sole discretion, treat the registered holder of any Trust Certificates as the owner thereof for all purposes whatsoever, and shall not be affected by any notice to the contrary.  Upon the expiration or termination of the Trust Agreement, the Deposited Shares will not be delivered to the Beneficiary Stockholders without the surrender of the Trust Certificates representing such Deposited Shares, properly endorsed for surrender.

(d)           If any Trust Certificate shall become mutilated, lost, stolen or destroyed, the Trustee may provide for the issuance of a new Trust Certificate in lieu of such lost, stolen or destroyed Trust Certificate or in exchange for such mutilated Trust Certificate, under such conditions with respect to indemnity and otherwise as he, in his sole discretion, may prescribe.

12.Pledge of Trust Certificates.  Provided a Beneficiary Stockholder has first complied with the requirements of the Beneficiary Stock Agreement, a Beneficiary Stockholder may assign a security interest in Deposited Shares represented by Trust Certificates to a bank or other lender (a “Lender”) and may deliver physical possession of such Trust Certificates in pledge to such Lender.  A Lender that has taken physical possession of a pledged Trust Certificate and the Deposited Shares represented thereby shall give written notice to the Trustee of such possession and pledge, confirmed in writing by the pledgor, and thereafter until

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otherwise notified in writing by the Lender, the Trustee shall recognize the Lender’s security interest in such Trust Certificate and Deposited Shares.  Unless otherwise notified in writing by the Lender, and subject to the provisions of Sections 10(a), 10(b) and 10(c) of this Trust Agreement, the Trustee may direct that dividends relating to pledged Trust Certificates be paid to the pledgor and the Trustee may follow the instructions of the pledgor as to matters affecting the Trust, except as otherwise provided in this Trust Agreement.  Until the Deposited Shares underlying a pledged Trust Certificate are released from the Trust, the Trustee shall have power to continue to vote such Deposited Shares in accordance with the terms of this Trust Agreement.  After default of the pledging Beneficiary Stockholder, and upon written notice to the Trustee from a Lender that it is therefore entitled to obtain possession of the Deposited Shares underlying such Trust Certificates pledged with it in order to realize upon its security interest therein, the Trustee shall forthwith cause such Deposited Shares to be delivered to the Lender, which shall surrender such Trust Certificates to the Trustee, and such Shares shall be free from the Trust and shall no longer be subject to the provisions of this Trust Agreement.  The Trustee shall have authority to enter into written agreements with a Lender confirming such obligation hereunder to the Lender.

13.           Expenses.  The Trustee shall receive no compensation or commissions for acting as Trustee.  The Trustee shall have authority to pay necessary expenses in connection with the business of the Trust and may retain counsel and other professionals.  The Trustee shall be entitled to reimbursement for any reasonable out-of-pocket expenses incurred by him in connection with the conduct of the business of the Trust.  The Trustee shall from time to time assess the Beneficiary Stockholders for funds to pay these expenses, in proportion to their beneficial ownership of Deposited Shares.

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14.           Liability.

(a)           The Trustee shall not be liable for the consequence of any vote cast or consent given and shall not incur any liability to any Beneficiary Stockholder, except for willful misconduct evidencing bad faith or gross negligence.  The Beneficiary Stockholders shall indemnify the Trustee and hold him harmless from any and all liabilities which he may incur as a result of carrying on the business of the Trust, except for those arising out of the willful misconduct evidencing bad faith or gross negligence of the Trustee.

(b)           No contract or other transaction between the Company and the Trustee, or any person, firm or corporation in which the Trustee may be interested or with which he may be affiliated or in any way related, shall be rendered invalid by the fact of his being a party thereto, or being interested in or affiliated with or related to such person, firm or corporation, and the Trustee and any such person, firm or corporation are hereby relieved from any liability by reason of the making of any contract or participating in any transaction wherein the Trustee or any such person, firm or corporation, may be interested.

15.           Notice to Company.  An executed counterpart of this Trust Agreement shall be filed with the registered office of the Company.

16.           Termination.  Upon termination of the Trust hereunder, either because of the expiration of the term of the Trust or the withdrawal of all Deposited Shares by the Beneficiary Stockholders in accordance with Section 9 hereof, the Trustee shall take all such action as may be required to cause such Deposited Shares to be registered in the names of the Beneficiary Stockholders in accordance with their beneficial holdings as evidenced by the Trust Certificates, or transferred in accordance with their written instructions.

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17.           Miscellaneous Provisions.

(a)           Any notice given hereunder shall be in writing and shall be addressed to any party at the address listed on the records of the Trustee or such other address as a party may have notified the other parties hereto (including the Trustee) in writing, or delivered to such person personally.  Notices by the Beneficiary Stockholders to the Trustee shall be sent to him at                                            .  All notices hereunder may be sent by certified or registered mail return receipt requested or delivered by telex, telecopy, telegram or similar method of communication.  Such notice shall be effective upon receipt.

(b)           This Trust Agreement shall be binding upon the successors, assigns, executors and administrators of the undersigned.  It may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute a single instrument.  It shall not be effective as to any party until it has been executed by all parties either individually or pursuant to a power of attorney.

(c)           Governing Law.  This Trust shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.

TRUSTEE:

[Name]

BENEFICIARY STOCKHOLDERS:

[Name]

[EXECUTIONS CONTINUED]

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[Name]
[Name]
[Name]
[Name]
[Name]
[Name]
[Name]
PRINCIPAL:
[Name]
NEW ENTERPRISE STONE & LIME CO., INC.
By:
	Title:

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APPENDIX A

BENEFICIARY STOCKHOLDERS

Name Address Number of
Shares Relationship
to Transferor

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APPENDIX B

FORM OF TRUST CERTIFICATE

No. Shares

New Enterprise Stone & Lime Co., Inc.

Trust Certificate

This certifies that                                                                                                                                                                                                                                                                                                                                        is the beneficial owner of                            shares of voting common stock ($       par value) of New Enterprise Stone & Lime Co., Inc., a Delaware corporation (the “Company”), which shares have been deposited with the Trustee of the Beneficiary Stockholders’ Voting Trust (the “Trust”) established pursuant to the Beneficiary Stockholders’ Voting Trust Agreement dated                                        ,              (the “Trust Agreement”).  Upon the surrender of this certificate, when permitted by and in accordance with the terms of the Trust Agreement, the registered holder hereof will be entitled to receive a certificate representing the same number of shares of the Company’s voting common stock.

This certificate is issued subject to, and the holder by accepting the same consents to, all the terms of the Trust Agreement, a copy of which will be made available to the holder hereof upon application to the Trustee.

This certificate is not transferable otherwise than in accordance with the provisions of the Trust Agreement.  Any transfer permitted under the provisions of the Trust Agreement shall be made upon the books of the Trust at the office of the Trustee by the holder of record hereof, either in person or by attorney thereto duly authorized in accordance with rules established for that purpose by the Trustee.

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Trust interests represented by this certificate have not been registered under the Securities Act of 1933 (the “Act”) or any state securities law, and may not be assigned, sold or transferred in violation of the Act or any such law.

Dated:                                            ,             .

Trustee

[Reverse of Certificate]

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For value received                                                                                                                        hereby sell, assign, and transfer unto                                                                                                                                                                      the within certificate and all rights represented thereby and do hereby irrevocably constitute and appoint                                                                   attorney to transfer such certificates on the books of the Trustee mentioned therein with full power of substitution in the premises.

	(LS)
In presence of

Notice:  The signature to this assignment must correspond with the name as written upon the face of this certificate in every particular, without alteration or any change whatever.

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APPENDIX C

CERTIFICATE

The undersigned, New Enterprise Stone & Lime Co., Inc. (the “Company”) hereby certifies that                                     , a                                            resident, is, and has been for the immediately preceding two (2) year period, active in the management of the Company.

	NEW ENTERPRISE STONE & LIME CO., INC.
	By:
		Title:
Dated:

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EXHIBIT B

FORM OF TRANSFEREE STOCK RESTRICTION AGREEMENT

This STOCK RESTRICTION AND MANAGEMENT AGREEMENT dated as of                                       ,              is among                                                       , a resident of                                                 , and NEW ENTERPRISE STONE & LIME CO., INC., a Delaware corporation.

BACKGROUND

The Company currently has authorized two classes of capital stock: (a) Common Stock, $         par value, which is divided into two different series, one of which is voting Common Stock and the other of which is non-voting Common Stock; and (b) Preferred Stock, $100 par value.

.The Transferee Stockholder currently is the record owner of          shares of the Company’s voting Common Stock and          shares of the Company’s non-voting Common Stock.  This Agreement does not govern any shares of Preferred Stock which may be owned by Holder.

The Transferee Stockholder acquired such shares from [name of transferor]                                                        in accordance with the terms and conditions of a [Stock Restriction and Management Agreement dated                         , 1990] [Transferee Stock Restriction Agreement dated                           ,         ] between Company and                                             .  The Transferee Stockholder and the Company have agreed that it would be in their respective best interests to set forth in writing the restrictions on the transfer of the shares of Common Stock and the obligations relating to the disposition of the shares of Common Stock which each will have to the other.

NOW, THEREFORE, intending to be legally bound hereby, the Transferee Stockholder and the Company agree as follows:

1.DEFINITIONS.

The following terms shall have the meanings ascribed to them when used in this Agreement:

1.1.“Allowed Portion of Non-Voting Stock” shall mean an amount of the Transferee Stockholder’s Non-Voting Stock which, when added to all other transfers of Non-Voting Stock by such Transferee Stockholder pursuant to this Agreement (including pursuant to Section 3.4 hereof (relating to certain put rights) and all other transfers of Non-Voting Stock by Traced Transferees of the Original Transferor of the Transferee Stockholder,, is not more than twenty percent (20%) of the amount of Non-Voting Stock held by the Original Transferor of the Transferee Stockholder on the date of the Original Agreement.  For purposes of applying the twenty percent (20%) limit, transfers to transferees permitted under Section 4 of this Agreement

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or comparable provisions of Transferee Agreements (relating to transfers to spouses, lineal descendants or trusts) shall not be taken into account.

1.2.          “Allowed Portion of Stock” shall mean either an Allowed Portion of Voting Stock or an Allowed Portion of Non-Voting Stock.

1.3.          “Allowed Portion of Voting Stock” shall mean an amount of a Transferee Stockholder’s Voting Stock which, when added to all other transfers of Voting Stock by such Transferee Stockholder pursuant to this Agreement (including pursuant to Section 3.4 hereof (relating to certain put rights)) and all other transfers of Voting Stock by Traced Transferees of the Original Transferor of the Transferee Stockholder, is not more than twenty percent (20%) of the amount of Voting Stock held by the Original Stockholder on the date of the Original Agreement.  For purposes of applying the twenty percent (20%) limit, transfers to transferees permitted under Section 4 of this Agreement (relating to transfers to spouses, lineal descendants or trusts) shall not be taken into account.

1.4.          “Appraisal” shall mean the valuation of the Common Stock conducted by an appraiser as required by Section 5.2 of this Agreement.

1.5.          “Appraiser” shall mean the appraiser performing the Appraisal, which appraiser shall be selected by agreement of the Original Stockholders; provided that if both Original Stockholders are no longer living or if the Original Stockholders are unable to agree, the appraiser shall be selected by members of the Board of Directors of the Company.

1.6.          “Certified Statements” shall mean the certified financial statements of the Company prepared by the Independent Accountants.

1.7.          “Closing” shall mean the actual transfer of shares of Common Stock by the Transferee Stockholder to the Company or the Remaining Transferee Stockholders, as the case may be.

1.8.          “Closing Date” shall mean the date of Closing.

1.9.          “Common Stock” shall mean the Company’s common stock, $ par value per share, which is issued and outstanding.

1.10.        “Company” shall mean New Enterprise Stone & Lime Co., Inc., a Delaware corporation.

1.11.        “Competitor” shall mean any person or entity conducting a commercial enterprise engaged in business operations which compete directly or indirectly with the Company.

1.12.        “Customer” shall mean any person, division or unit of a business enterprise, or unit of a government agency, with whom or which, at the time of termination of a Transferee Stockholder’s or his spouse’s employment by Company, as applicable, the Company has a contract, or is negotiating for a contract, or has submitted a bid which has not yet been accepted or rejected, or is preparing a bid to be submitted.

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1.13.        “Discharge For Cause” shall mean termination of employment by the Company due to conviction of a crime or participating in, benefitting from, or not acting to prevent, a known fraud against the Company or if, in the Board of Directors’ opinion, the terminated person’s conduct as an employee has evidenced a repeated willful failure or refusal to perform those functions necessary or desirable for the efficient operation of the Company’s business activities or to develop and promote the business opportunities of the Company.

1.14.        “Discharge Without Cause” shall mean a termination of employment by the Company other than for Permanent Disability, Retirement or death, and other than for Discharge for Cause.

1.15.        “Earnings Per Share” shall have the meaning set forth in Section 5.1.3 of this Agreement.

1.16.        “Employment Qualification” shall mean, with respect to any transferee of shares of Common Stock pursuant to this Agreement, a requirement that the transferee, or the spouse of the transferee (or, if applicable, the beneficiary of a trust which is a transferee hereunder, or the spouse of any such beneficiary), be, and have been for the immediately preceding two (2) years, active in the management of the Company as of the time of the transfer.

1.17.        “Family Members” shall mean the person having lineal consanguinity (ascending or descending) with the Transferee Stockholder, and the spouses of any such persons.

1.18.        “Family Member List” shall mean a written list which the Transferee Stockholder shall supply to the Company from time to time setting forth the names, addresses and relationships of all of the Transferee Stockholder’s Family Members.

1.19.        “Free Transfer Period” shall mean the sixty (60) day period following the expiration of the time provided in Section 6.2.1 of this Agreement for election to purchase by Remaining Transferee Stockholders, except as otherwise expressly provided in this Agreement.

1.20.        “Fully Electing Remaining Stockholder” shall mean a Remaining Stockholder who has elected to purchase the full portion of shares of Offered Voting Stock and Offered Non-Voting Stock available to him pursuant to Section 6.1.3 of this Agreement.

1.21.        “Independent Accountants” shall mean the independent accountants engaged by the Company to audit the Company’s books and records.

1.22.        “Net Worth” shall have the meaning set forth in Section 4.2 of this Agreement.

1.23.        “Non-Voting Stock” shall mean all shares of non-voting Common Stock, whether now owned or hereafter acquired.

1.24.        “Offer” shall mean the offer made pursuant to Section 2 of this Agreement.

1.25.        “Offer Notice” shall mean the notice of an Offer required to be made by Section 2.2 of this Agreement.

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1.26.        “Offered Stock” shall mean the shares of Common Stock which are the subject of an Offer, and shall include, for purposes of Section 6.1 of this Agreement (relating to acceptance of the Offer) shares of Common Stock which are the subject of a Put Notice.

1.27.        “Offered Voting Stock” shall mean shares of Offered Stock which are shares of Voting Stock.

1.28.        “Offered Non-Voting Stock” shall mean shares of Offered Stock which are shares of Non-Voting Stock.

1.29.        “Offering Date” shall mean, unless otherwise specified in this Agreement, the date on which communication of an Offer, in the form of an Offer Notice or otherwise, is received by the Company.

1.30.        “Original Agreement” shall mean the Stock Restriction and Management Agreement dated                                       , 1990 among the Company and the Original Stockholders.

1.31.        “Original Stockholder” shall mean either of Donald L. Detwiler or Paul I. Detwiler, Jr. and “Original Stockholders” shall mean both such individuals.

1.32.        “Original Transferor” shall mean, as to a particular share or shares of Common Stock, the Original Stockholder who owned such share(s) on the date of the Original Agreement which share(s) are owned by the Transferee Stockholder on the date of this Agreement.

1.33.        “Permanent Disability” shall mean a physical or mental incapacity, certified by a licensed physician of the Company’s choice, which prevents a person from carrying out his or her full-time employment with the Company for a period of                      (          ) consecutive days or a total of                                (          ) days within any three hundred sixty-five (365) day period.

1.34.        “Permitted Transferee” shall mean any of the spouse or lineal descendants of the Transferee Stockholder.

1.35.        “Preferred Stock” shall mean the Company’s preferred stock, $100 par value per share, which is issued and outstanding.

1.36.        “Prohibited Action” shall mean any action referred to in Section 8.3.1 of this Agreement.

1.37.        “Purchaser” shall mean the Company or the Remaining Stockholders, or both the Company and the Remaining Stockholders, as applicable, to the extent such entity or person(s) is a purchaser of shares of stock pursuant to this Agreement.

1.38.        “Put Notice” shall mean a written notice from the Transferee Stockholder to the Company that he is exercising his rights under any of the provisions of Section 3.4 of this Agreement (relating to certain put rights).

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1.39.        “Put Shares” shall mean shares of Common Stock which are the subject of a Put Notice.

1.40.        “Qualified Shares” shall mean shares of Voting Stock acquired by the Transferee Stockholder which were permitted to be transferred to the Transferee Stockholder because the Transferee Stockholder was a Spouse-Qualified Transferee Stockholder.

1.41.        “Qualifying Spouse” is defined in Section 1.47 hereof.

1.42.        “Qualified Transferee” shall mean any Permitted Transferee who (or whose spouse) satisfies the Employment Qualification, or a trust created for the benefit of such a Permitted Transferee.

1.43.        “Remaining Stockholders” shall mean the holders of shares of the Company’s issued and outstanding capital stock, whether Common Stock, Preferred Stock or other class of the Company’s capital stock which may hereafter be authorized, other than the Transferee Stockholder.

1.44.        “Remaining Voting Stockholder” shall mean a Remaining Stockholder who owns shares of Voting Stock.

1.45.        “Remaining Non-Voting Stockholder” shall mean a Remaining Stockholder who owns shares of Non-Voting Stock.

1.46.        “Retirement” shall mean a voluntary termination of employment with the Company for a reason other than Permanent Disability or other employment, at age 65 or other age established under Company policies as the retirement age for executives of the Company.  To “Retire” shall mean to so terminate employment.

1.47.        “Spouse-Qualified Transferee Stockholder” shall mean the Transferee Stockholder if the Transferee Stockholder was Qualified Transferee under Section 4 of the Original Agreement (or comparable provision of a Transferee Agreement) by reason of his or her spouse’s satisfying the Employment Qualification at the time the Transferee Stockholder acquired shares of Voting Stock, and the Transferee Stockholder was thereby permitted under the terms of the Original Agreement (or comparable provisions of a Transferee Agreement) to be a transferee of shares of Voting Stock not subject to a Voting Trust.  A spouse that enables a Transferee Stockholder to be such a Qualified Transferee is referred to in this Agreement as the “Qualifying Spouse.”

1.48.        “Traced Transferees” shall mean all transferees of the Original Stockholder (and transferees of such transferees) who is the Original Transferor of the Transferee Stockholder.

1.49.        “Trade Secret” shall mean any proprietary right of Company in any product, method or procedure whether or not such product, method or procedure is patented, trademarked or copyrighted.

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1.50.“Transferee Agreements” shall mean agreements in substantially the same form as this Agreement between the Company and other transferees of Common Stock from the Transferee Stockholder’s Original Transferor (or transferees of such transferees).

1.51.“Transferee Stockholder” shall mean

1.52.“Trust Agreement” shall mean a Voting Trust Agreement substantially in the form of Exhibit A to the Original Agreement.

1.53.“Voting Stock” shall mean all shares of voting Common Stock, whether now owned or hereafter acquired.

1.54.“Voting Trust” shall mean a voting trust established under a Trust Agreement which trust shall (i) be created under Pennsylvania law; (ii) have a term of not less than ten (10) years; (iii) provide for the issuance of one or more trust certificates to the Permitted Transferee(s) on whose behalf the trust is created, which certificates shall represent the Permitted Transferee’s economic participation in the Company represented by the shares of Voting Stock deposited in the trust; and (iv) have as trustee either (x) a non-disabled Original Stockholder or (y) any Qualified Transferee of a disabled or deceased Original Stockholder to whom such Original Stockholder could have transferred such Voting Stock pursuant to Section 4 of the Original Agreement (taking into account, for purposes of this clause (y), the Employment Qualification).

2.RESTRICTIONS ON TRANSFER

2.1.Restriction on Voluntary Transfer.

Except as otherwise provided in this Agreement, the Transferee Stockholder may not transfer (whether by sale, gift or otherwise), pledge or encumber any of his shares of Common Stock unless such Transferee Stockholder has first made an offer, in the order and manner set forth in this Agreement, to sell either (A) all of his shares of Common Stock or (B) an Allowed Portion of Stock (but in no event less than the shares of Common Stock proposed to be so transferred, pledged or encumbered by the Transferee Stockholder), to the Company and to the Transferee Stockholder’s Family Members, if applicable, and to the Remaining Stockholders of the Company, and the Offer has not been accepted in the manner set forth in this Agreement.

2.2.Offer by the Transferee Stockholder.

An Offer Notice will be communicated to the Company and to the Remaining Stockholders concurrently and will consist of (a) an offer by a Transferee Stockholder to sell, in accordance with the provisions of this Agreement, either all of his shares of Common Stock or an Allowed Portion of Stock, but in no event less than the number of shares identified pursuant to clause (c) of this Section 2.2; (b) a statement of the Transferee Stockholder’s bona fide intention to transfer, pledge or encumber, as the case may be, any or all of his shares of Common Stock and the identity and address of the prospective record and beneficial transferees, pledgees or lienors; (c) the number of the shares of Common Stock involved in the proposed transfer, pledge or encumbrance and whether such shares are Voting Stock or Non-Voting Stock; and (d)

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the terms of the proposed transfer, pledge or encumbrance, including, without limitation, any financing arrangements then known to the Transferee Stockholder.

2.3.Stock to Which Offer Relates.

If a Transferee Stockholder proposes to transfer, pledge or encumber an Allowed Portion of Stock, the Offer made by such Transferee Stockholder pursuant to Section 2 of this Agreement shall relate only to those shares of Voting Stock or Non-Voting Stock, or both, as applicable, proposed to be transferred, pledged or encumbered at such time.  If a Transferee Stockholder proposes to transfer, pledge or encumber either (a) an amount of his Voting Stock which exceeds an Allowed Portion of Voting Stock, or (b) an amount of his Non-Voting Stock which exceeds an Allowed Portion of Non-Voting Stock, the Offer shall relate to all shares of Common Stock then held by such Transferee Stockholder.

3.OTHER EVENTS TRIGGERING TRANSFERS

3.1.Transfer by Operation of Law.

If any Transferee Stockholder makes a general assignment for the benefit of creditors, is adjudged a bankrupt, becomes insolvent or in any manner transfers by operation of law (other than as a result of death or any merger or consolidation to which the Company is a party) shares of Common Stock, or any part thereof, such Transferee Stockholder will be deemed thereby to have made the Offer to sell all of his shares of Common Stock in accordance with the provisions of Section 2 of this Agreement and the Offering Date will be deemed to be the date of receipt by the Company of written notice of any such assignment, adjudgment, insolvency or transfer.  If the Company, pursuant to Section 6.1.1 of this Agreement, elects not to purchase any or all of such Transferee Stockholder’s shares of Common Stock, and the Family Members and Remaining Stockholders do not purchase all of such unpurchased shares of Common Stock pursuant to the Offer, each within the time periods set forth in Section 6.1 of this Agreement, then the Offer will be deemed a continuing offer thereafter and the Company may accept the Offer at such time as it believes to be appropriate, subject to applicable legal restraints.  Upon subsequent acceptance of the Offer by the Company, the Offering Date will be deemed to be the date of such acceptance; provided, however, that if the Offer is subsequently accepted by the Company within six (6) months of the time it was originally made, the valuation of the shares of Common Stock will be made as if the Offer had been accepted on the Offering Date.

3.1.1.       If the Transferee Stockholder is a Spouse-Qualified Transferee Stockholder, then, if the Qualifying Spouse makes a general assignment for the benefit of creditors, is adjudged a bankrupt or becomes insolvent, the Transferee Stockholder will be deemed thereby to have made an Offer to sell all of his Qualified Shares as if the Transferee Stockholder had been the one to make such assignment or be so adjudged; provided, however, that such event shall not, by itself, require the Transferee Stockholder to sell any shares of Non-Voting Stock which be may then own; and provided further that an Offer will not be deemed thereby to have been made if the Transferee Stockholder deposits his Qualified Shares in a Voting Trust for the benefit of the Transferee Stockholder or a Permitted Transferee of the Transferee Stockholder, or transfers same to a Qualified Transferee of the Transferee Stockholder.

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3.2.Retirement; Cessation of Employment in Certain Cases.

If a Transferee Stockholder Retires, is Discharged For Cause or voluntarily terminates his employment with the Company (or otherwise ceases to be a full-time employee of the Company for a reason other than Permanent Disability, death or Discharge Without Cause), the Transferee Stockholder will be deemed thereby to have made an Offer to sell all of his Common Stock in accordance with Section 2 of this Agreement and the Offering Date will be deemed to be the date of receipt by the Company of notice of such cessation of employment.  If the Company, pursuant to Section 6.1.1 of this Agreement, elects not to purchase any or all of such Transferee Stockholder’s shares of Common Stock, and the Transferee Stockholder’s Family Members and the Remaining Stockholders do not purchase all of such shares of Common Stock pursuant to the Offer, each within the time periods set forth in Section 6.1 of this Agreement, then the Offer will be deemed a continuing offer thereafter and the Company may accept the Offer at such time as it believes to be appropriate.  Upon subsequent acceptance of the Offer by the Company, the Offering Date will be deemed to be the date of such acceptance; provided, however, that if the Offer is subsequently accepted by the Company within six (6) months of the time it was originally made, the valuation of the shares of Common Stock will be made as if the Offer had been accepted on the Offering Date.

3.2.1.       If the Transferee Stockholder is a Spouse-Qualified Transferee Stockholder then, if the Qualifying Spouse Retires, is Discharged For Cause or voluntarily terminates his employment with the Company (or otherwise ceases to be a full-time employee of the Company for a reason other than Permanent Disability, death, or Discharge Without Cause), the Transferee Stockholder will be deemed thereby to have made an Offer to sell all of his Qualified Shares as if the Transferee Stockholder had been the one to Retire, be Discharged For Cause or voluntarily terminate his employment with the Company; provided, however, that such event shall not require the Transferee Stockholder to sell any shares of Non-Voting Stock which he may then own; and provided further that an Offer will not be deemed thereby to have been made if the Transferee Stockholder deposits his Qualified Shares in a Voting Trust for the benefit of the Transferee Stockholder or a Permitted Transferee of the Transferee Stockholder, or transfers same to a Qualified Transferee of the Transferee Stockholder.

3.3.Permanent Disability or Death of Transferee Stockholder.

3.3.1.       Upon the Permanent Disability or death of a Transferee Stockholder, except as specifically provided in Section 3.3.3 hereof, such Transferee Stockholder or the personal representative of such Transferee Stockholder, whether or not properly qualified, shall sell all of his shares of Common Stock to the Company, and the Company shall purchase all of his shares of Common Stock, all in accordance with the terms of this Agreement as if an Offer were made.  Upon the death of such Transferee Stockholder, should any or all of his shares of Common Stock be transferred by operation of law to any of the heirs of such Transferee Stockholder, the personal representative of such Transferee Stockholder, whether or not properly qualified, shall be deemed to have made the Offer in accordance with the terms of this Agreement on behalf of such heirs.  In the event of such death or Permanent Disability, the Offering Date will be deemed to be the date of receipt of written notice of the occurrence of such event by the Company.

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3.3.2.       In the event an Offer is deemed made pursuant to Section 3.3.1 of this Agreement and the Company is unable to purchase the shares of Offered Stock because of a legal or contractual impediment as provided in Section 6.1.1 hereof, then, after the Free Transfer Period, the Company’s obligation to purchase such shares shall be continuing and the Company shall notify the Transferee Stockholder or personal representative, and shall purchase such shares, as soon as practicable after it is relieved of the legal or contractual impediment which prevented it from purchasing such shares.  Upon any such subsequent purchase, the Offering Date will be deemed to be the date the Company notifies the Transferee Stockholder or personal representative of its ability to purchase due to relief from the legal or contractual impediment.

3.3.3.       Notwithstanding Section 3.3.1 and any other provisions of this Agreement to the contrary, upon the Permanent Disability or death of any Transferee Stockholder, such Transferee Stockholder or his properly qualified personal representative may transfer (A) any Non-Voting Stock to any Permitted Transferee, or a trust created for the benefit of a Permitted Transferee/ and (B) any Voting Stock to any Permitted Transferee or any trust for the benefit of a Permitted Transferee, provided that, if such Permitted Transferee of Voting Stock who receives such shares, or who is the beneficiary of any such trust, is not also a Qualified Transferee at the time of the transfer, such shares of Voting Stock shall be subject to a Voting Trust for the benefit of the Permitted Transferee.  The transfer to any such Permitted Transferee or trust (whether holding shares of Common Stock or voting trust certificates) shall not be recognized unless, prior thereto, the Permitted Transferee (or trustee of a trust for the benefit of the Permitted Transferee) has executed and delivered to the Company a Transferee Stock Restriction Agreement substantially in the form of Exhibit B to this Agreement.

In the event that the Transferee Stockholder makes a transfer to a Voting Trust for the benefit of a Permitted Transferee as provided in this Section 3.3.3, the shares of Voting Stock so transferred will be considered as owned by the beneficiary Permitted Transferee in computing the portion of Company’s capital stock owned by such Permitted Transferee for purposes of determining the rights and obligations of such Permitted Transferee under this Agreement and other Transferee Agreements, if any, but in no event will the obligation of the Company or a Remaining Stockholder be duplicated as a consequence of this provision.

3.3.4.       if the Transferee Stockholder is a Spouse-Qualified Transferee Stockholder, then, if the Qualifying Spouse suffers a Permanent Disability or dies, then the Transferee Stockholder shall sell all of his Qualified Shares to the Company as if such event had happened to the Transferee Stockholder; provided, however, that such event shall not, by itself, require the Transferee Stockholder to sell any shares of Non-Voting Stock which he may then own; and provided further that the Transferee Stockholder shall not be required to sell his Qualified Shares pursuant to this Section 3.3.4 if the Transferee Stockholder deposits the Qualified Shares in a Voting Trust for the benefit of the Transferee Stockholder or a Permitted Transferee of the Transferee Stockholder, or transfers same to a Qualified Transferee of the Transferee Stockholder.

3.4.Put Options.

3.4.1.       Put Option By Transferee Stockholder in the Event of Discharge Without Cause.  If a Transferee Stockholder is Discharged Without Cause, the discharged Transferee

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Stockholder may, at any time thereafter, require the Company (and if so required by the Transferee Stockholder, the Company hereby agrees, subject to Section 6.1.1 of this Agreement) to purchase all or any portion of (as required by such Transferee Stockholder) his shares of Common Stock by delivery of a Put Notice to the Company within thirty (30) days after any such discharge, in which event, any such purchase and sale shall take place in accordance with Sections 5.1 or 5.2 (as applicable), and Sections 5.3, 6.1 and 6.5 of this Agreement.  If the Transferee Stockholder is a Spouse-Qualified Transferee Stockholder and the Qualifying Spouse is Discharged Without Cause, then the Transferee Stockholder may, upon such Discharge Without Cause of the Qualifying Spouse, require the Company to purchase, in accordance with the foregoing sentence, all, but not less than all, of his Qualified Shares.  If the Transferee Stockholder does not exercise his right to require the Company to purchase such Qualified Shares upon the Discharge Without Cause of the Qualifying Spouse, then the Transferee Stockholder shall be deemed to have made an Offer to sell all of his Qualified Shares; provided, however, that such event shall not, by itself, require the Transferee Stockholder to sell any shares of Non-Voting Stock which he may then own; and provided further that such Offer will not be deemed to be made if the Transferee Stockholder deposits such Qualified Shares in a Voting Trust for the benefit of the Transferee Stockholder or a Permitted Transferee of the Transferee Stockholder, or transfers same to a Qualified Transferee of the Transferee Stockholder.

3.4.2.       Tenth Anniversary Put.  At any time after the tenth anniversary of the date of this Agreement, any Transferee Stockholder may require the Company (and if so required, the Company hereby agrees, subject to Section 6.1.1 of this Agreement) to purchase all or any portion of (as required by such Transferee Stockholder) his shares of Common Stock by delivery of a Put Notice to the Company.  In such event, any purchase and sale shall take place in accordance with Sections 5.1 or 5.2 (as applicable) and Sections 5.3, 6.1 and 6.5 of this Agreement.

3.4.3.       Put of Allowed Portion of Voting Stock.  At any time after the date of this Agreement, a Transferee Stockholder may require the Company (and if so required, the Company hereby agrees, subject to Section 6.1.1 of this Agreement) to purchase an amount of his Voting Stock up to the Allowed Portion of Voting Stock by delivery of a Put Notice to the Company; provided, however, that a Transferee Stockholder may not exercise his right to require the Company to so purchase his shares of Voting Stock pursuant to this Section 3.4.3 more than once each fiscal year.  Any such purchase and sale shall take place in accordance with Sections 5.1, 5.3, 6.1 and 6.5 of this Agreement.

3.4.4.       Rights Of Remaining Stockholders.  If the Company is unable to fulfill its obligations under this Section 3.4 by reason of a legal or contractual impediment as provided in Section 6.1.1 (which cannot be removed as provided in said Section 6.1.1), then the Remaining Stockholders shall have an option to acquire the Put Shares, as if such shares were shares of Offered Stock and Section 6.1.2 applied.  Any Put Shares not purchased by the Remaining Stockholders shall again become subject to this Agreement, provided that, if not all such Put Shares are so purchased, the exercising Transferee Stockholder shall have the ability to rescind any elections by the Remaining Transferee Stockholders to purchase such Put Shares, whereupon all such Put Shares shall again be subject to the terms and conditions of this Agreement.

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3.4.5.       Election to Apply Section 5.1 or 5.2.  If the number of Put Shares exceeds an Allowed Portion of Stock but is less than all shares then owned by the Transferee Stockholder providing the Put Notice, the Company may elect to calculate the purchase price therefore in accordance with either Section 5.1 or 5.2 of this Agrement.

4.PERMITTED TRANSFERS

4.1.Transfer to Spouse, Lineal Descendants or Trusts.

Notwithstanding any provision in this Agreement to the contrary, the Transferee Stockholder may transfer, at any time all or any portion of his shares of Common Stock to a Permitted Transferee, or a trust created for the benefit of a Permitted Transferee.  A transfer will not be permitted under this Section 4.1 unless (a) prior to any such transfer there has been delivered to the Company by the Permitted Transferee, and by the trustee of any trust created for the benefit of a Permitted Transferee, a Transferee Stock Restriction Agreement substantially in the form of this Agreement; and (b) if the shares of Common Stock to be transferred under this Section 4.1 are shares of Voting Stock, the Permitted Transferee who receives such shares or is the beneficiary of any such trust, is also a Qualified Transferee.

4.2.Transferor to Trust Treated as Owner.

In the event that the Transferee Stockholder makes a transfer to a trust referred to in Section 4.1 for the benefit of a Permitted Transferee the shares of the Company’s capital stock so transferred, nevertheless, will be considered as owned by the transferor in computing the portion of Company’s capital stock owned by such transferor for purposes of determining the rights and obligations of such transferor under this Agreement and similar agreements, if any, with other stockholders of the Company, but in no event will the obligations of the Company or a Remaining Stockholder be duplicated as a consequence of this provision.

5.PRICE AND TERMS

5.1.Terms and Conditions for Sale of An Allowed Portion of Stock.

If an Offer relates to either the sale of an Allowed Portion of Stock, or the sale of an amount of Common Stock which is less than the amount of Common Stock owned by the Transferee Stockholder’s Original Transferor on the date of the Original Agreement, then the following terms and conditions shall apply to the sale:

5.1.1.       Price.  The price for the purchase of any Allowed Portion of Stock will be the higher of (x) the Net Worth of Company multiplied by a fraction, the numerator of which is the number of shares of Common Stock to be purchased and the denominator of which is the total number of issued and outstanding shares of Common Stock as of the Offering Date, including the shares of Common Stock which are shares of Offered Stock or (y) the Earnings Per Share of Common Stock multiplied by twelve (12) times the aggregate number of shares of Common Stock to be purchased.

5.1.2.       Net Worth.  For purposes of this Agreement, ! the Net Worth of Company will mean:

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(a)Offer in First Half of Year.  If the Offering Date occurs prior to the first (1st) day of the seventh (7th) month in any fiscal year of the Company, the net worth of the Company on the last day of the fiscal year of the Company immediately preceding the fiscal year in which the Offering Date occurs; or

(b)Offer in Second Half of Year.  If the Offering Date occurs on or after the first (1st) day of the seventh (7th) month in any fiscal year, the net worth of the Company on the last day of the fiscal year of the Company in which the Offering Date occurs,

in either case, as reflected on the Company’s Certified Statements for such year; provided, however, that the Net Worth (a) will include only capital paid in (including par value and surplus) for, and retained earnings attributable to, the Company’s issued and outstanding shares of Common Stock; and (b) will not include any proceeds of insurance paid upon the death of a Transferee Stockholder which would otherwise be included in Net Worth, but shall include the net cash surrender value (cash surrender value minus any loans) of such policies immediately prior to the death of a Transferee Stockholder, which would otherwise be excluded from Net Worth.

5.1.3.Earnings Per Share.  The Earnings Per Share of Common Stock shall mean the amount determined as follows:

(a)Offer in First Half of Year.  If the Offering Date occurs prior to the first (1st) day of the seventh (7th) month in any fiscal year of the Company, the Earnings Per Share shall be the average of the earnings per share of Common Stock in each of the three (3) fiscal years immediately preceding the fiscal year in which the Offering Date occurs.

(b)Offer in Second Half of Year.  If the Offering Date occurs on or after the first (1st) day of the seventh (7th) month in any fiscal year of the Company, the Earnings Per Share shall be the average of the earnings per share of Common Stock in each of the fiscal year in which the Offering Date occurs and the two (2) fiscal years immediately preceding the fiscal year in which the Offering Date occurs.

Earnings per share for each such year will be obtained by dividing (x) the net income (after provision has been made for federal, state and local taxes) of the Company, for each such year as derived from the Certified Statements by (y) the average number of shares of Common Stock issued and outstanding in each such year, as calculated by the Independent Accountants in accordance with generally accepted accounting principles consistently applied.

5.2.Terms and Conditions For Sale of All Common Stock.

In the case of an Offer relating to an amount of Common Stock which is equal to or more than the amount of Common Stock owned by the Transferee Stockholder’s Original Transferor on the date of the Original Agreement, then the purchase price will be determined by an Appraisal conducted by an Appraiser at the time the Offer is made.  Company shall arrange, as necessary, for an Appraiser to value its Common Stock promptly after an Offer Notice or Put Notice is communicated pursuant to this Agreement.

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5.3.Payment.

The purchase price for any shares of Offered Stock will be paid in thirty-two (32) equal consecutive quarterly installments, the first of which will be paid on the Closing Date, and the remainder of which will be paid on the next succeeding thirty-one (31) quarterly anniversary dates of Closing (or next business day, if such anniversary is on a Saturday, Sunday or holiday), together with accrued interest from the Closing Date on the unpaid portion of the purchase price at the rate of          percent (    %) per annum.

6.PROCEDURES

6.1.Acceptance of Offer.

6.1.1.The Company.

(a)Obligation of the Company.  Within ninety (90) days after receipt by the Company of (a) the Offer made or deemed to have been made pursuant to Section 3.3 (relating to permanent disability or death) of this Agreement, or (b) a Put Notice, the Company shall purchase all, but not less than all, of the shares of Offered Stock unless the Company receives from its independent legal counsel within such period a written opinion based on information available at the time (including without limitation comparative analyses of unaudited financial statements and good faith projections of year-end results) to the effect that payment of the purchase price contemplated by such Offer is prohibited by applicable law, rule or regulation, or by a contract or agreement which affects the Company.

(b)Election of the Company.  Within ninety (90) days after receipt of an Offer other than an Offer referred to in Section 6.1.1(a), the Company may elect, but shall not be required, to purchase all, but not less than all, of the shares of Offered Stock.  After such ninety (90) day period and after the periods provided in Section 6.1.2 for purchase by the Remaining Stockholders, the Company shall again have the right to purchase any shares of Offered Stock to the extent such shares are the subject of an Offer made under Section 3.1 (relating to transfers by operation of law) or Section 3.2 (relating to cessation of employment) of this Agreement, insofar as such Offers shall be continuing as provided in Sections 3.1 and 3.2 of this Agreement.

(c)Contractual Impediment.  If the opinion of the independent legal counsel referred to in Section 6.1.1(a) of this Agreement is to the effect that payment of such purchase price is not prohibited by any applicable law, rule or regulation, but is prohibited by a contract or agreement which affects the Company, then the Company will promptly use its best efforts to obtain such consents or waivers as may be necessary to remove such impediment to the purchase.  Within ten (10) days after receipt of all such consents or waivers, the Company promptly will purchase all shares of Offered Stock.  If, after using its best efforts, the Company is unable to obtain such consents or waivers, the Company will give written notice to the Transferee Stockholder, the Transferee Stockholder’s Family Members as identified on his Family Member List, and to the Remaining Stockholders of such inability and rejection of the Offer.

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(d)Legal Impediment.  If the legal opinion referred to in Section 6.1.1 (a) is to the effect that payment of such purchase price is prohibited by applicable law, rule or regulation, and if the legal prohibition can be eliminated by recapitalization in accordance with generally accepted accounting principles (including adjustment of the value of its assets or adjustment of the par value of the Company’s issued and outstanding capital stock or other reasonable action by the Company), then the Company will take such action.  If such prohibition cannot be eliminated by any such action, the Company will give written notice to the Transferee Stockholder, the Transferee Stockholder’s Family Members as identified on his Family Member List, and to the Remaining Stockholders of the Company’s inability to purchase and the rejection of the Offer.

6.1.2.Family Members.  If the Offer is rejected by the Company pursuant to Section 6.1.1. of this Agreement, then the Transferee Stockholder shall next offer any shares of Offered Stock to the Transferee Stockholder’s Family Members who shall be entitled to purchase such shares on a first come/first serve basis.  If, within thirty (30) days after the Company’s notice is given to such Family Members pursuant to Section 6.1.1, any shares of Voting Stock have not been elected to be purchased by the Transferee Stockholder’s Family Members, then the Remaining Stockholders shall have the right to purchase any such unpurchased shares as provided in Section 6.1.3 hereof.

6.1.3.Remaining Stockholders.

(a)Voting Stock.  If the Offer is rejected by the Company pursuant to Section 6.1.1 of this Agreement and shares of Offered Stock are not purchased by the Transferee Stockholder’s Family Members pursuant to Section 6.1.2 hereof, each Remaining Voting Stockholder,  within sixty (60) days after the receipt by such Remaining Voting Stockholder of the notice from the Company rejecting the Offer pursuant to such Section 6.1.1 (but not sooner than thirty (30) days after such notice is received), may elect, but shall not be required, to purchase up to that proportion of the unpurchased shares of Offered Voting Stock as the number of shares of Voting Stock which such Remaining Voting Stockholder owns as of the Offering Date bears to the aggregate number of then issued and outstanding shares of Voting Stock other than shares of Offered Voting Stock and any other shares of Voting Stock owned by the offering Transferee Stockholder.

(b)Non-Voting Stock.  If the Offer is rejected by the Company pursuant to Section 6.1.1 of this Agreement and shares of Offered Stock are not purchased by the Transferee  Stockholder’s Family Members pursuant to Section 6.1.2 hereof, each Remaining Stockholder, within the same thirty (30) day period allowed for the election to purchase shares of Offered Voting Stock pursuant to Section 6.1.3(a), may elect, but shall not be required, to purchase up to that proportion of the unpurchased shares of Offered Non-Voting Stock as the number of shares of Preferred Stock and Non-Voting Stock which such Remaining Stockholder owns as of the Offering Date bears to the aggregate number of then issued and outstanding shares of Preferred Stock and Non-Voting Stock, other than the shares of Offered Non-Voting Stock, and any other shares of Non-Voting Stock or Preferred Stock, owned by the offering Transferee Stockholder.

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(c)Subsequent Opportunity to Purchase.  If any Remaining Stockholder does not elect to purchase all of the portion of the unpurchased shares of Offered Voting Stock or Offered Non-Voting Stock available to him pursuant Sections 6.1.3(a) and 6.1.3(b), each Fully Electing Remaining Stockholder may elect, for a period of fifteen (15) days, to purchase that portion of the shares of Offered Stock not elected to be purchased by any Remaining Stockholder pursuant to Section 6.1.3(a) and 6.1.3(b), as the number of shares of Voting Stock, Preferred Stock and Non-Voting Stock which he owns as of the Offering Date bears to the aggregate number of issued and outstanding shares of Voting Stock, Preferred Stock and Non-Voting Stock owned as of the Offering Date by all Fully Electing Remaining Stockholders.  The fifteen (15) day period for the purchase of shares pursuant to this Section 6.1.3 (c) shall not commence until the conclusion of the thirty (30) day period under Sections 6.1.3(a) and 6.1.3(b).

If all of the shares of Offered Stock are not so purchased, then the procedure set forth in the preceding paragraph will be repeated until all of the shares of Offered Stock have been so purchased or no Fully Electing Remaining Transferee Stockholders elect to buy all of the unpurchased shares of Offered Stock.

6.1.4.Exercise.  Within the appropriate ninety (90) day period referred to in Section 6.1.1 of this Agreement, the Company will give notice of its agreement to purchase all of the shares of Offered Stock, or of its rejection of the Offer pursuant to Section 6.1.1 of this Agreement, to the Transferee Stockholder, his Family Members as identified on the Family Member List, and to each Remaining Stockholder.  Failure to give any such notice will constitute notice of rejection of the Offer pursuant to Section 6.1.1 on the ninetieth (90th) day.  Each Family Member or Remaining Stockholder will exercise his election, if any, to purchase by giving written notice thereof to the Transferee Stockholder, to the other Remaining Stockholders and to the Company.  In the event of agreement by the Company to purchase, its notice will specify a date for Closing which will be not more than sixty (60) days after the date of the giving of such notice; provided, however, that if the purchase price is determined pursuant to Section 5.1.2(b) or 5.1.3(b) of this Agreement, the Closing shall take place not more than thirty (30) days after the Certified Statements are available for the fiscal year which includes the Offering Date.  In the event the Family Members or Remaining Stockholders, or one or more of them, elect to purchase all or a portion of the shares of Offered Stock, Closing with respect to such shares will be held at such time as may be mutually agreed upon by the Transferee Stockholder and those Family Members or Remaining Stockholders who have agreed to purchase and, in the absence of such agreement, will be held on the sixtieth (60th) day following receipt by the Transferee Stockholder of a Family Member’s notice of election to purchase or of the last notice of election to purchase from a Remaining Stockholder, as applicable.

6.2.Release from Restriction.

6.2.1.Free Transfer Period.  If the Offer is not accepted by the Company, the Family Members or by the Remaining Stockholders as to any or all of the Offered Stock, the Transferee Stockholder may, subject to Section 6.6 hereof, make a bona fide transfer, pledge or encumbrance of the shares of Offered Stock with respect to which the Transferee Stockholder’s Offer has not been accepted by the Company, the Family Members or by the Remaining Stockholders at any time within sixty (60) days following the expiration of the time provided in

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Section 6.1.3 of this Agreement for election to purchase by the Remaining Stockholders, provided that the Transferee Stockholder first complies with the provisions of Section 6.3 of this Agreement (relating to conditions of release from restriction).

(a)Certain Offers Continuing.  Notwithstanding the foregoing paragraph, if the Offer is made pursuant to Sections 3.1 (relating to transfers by operation of law) or 3.2 (relating to cessation of employment), the Offer shall be a continuing Offer as provided in said Sections, and the Transferee Stockholder may not transfer the Offered Stock under this Section 6.2.

(b)Rescission Rights.  If the Offer (regardless of under which Section of this Agreement the Offer is deemed to be made) is not accepted by the Company or the Family Members as to all the shares of Offered Stock, but is accepted by the Remaining Stockholders as to some, but not all, of the shares of Offered Stock available to the Remaining Stockholders, the Transferee Stockholder may, but will not be obligated to, rescind the agreements of sale created by such elections of the Remaining Stockholders to purchase which the Stockholder has received, in which event the shares of Offered Stock which were available to the Remaining Stockholders again will become subject to all of I     the restrictions of this Agreement and may not be transferred subsequently without compliance with the terms of this Agreement.

(a)Free Transfer Only If Rescission Rights Not Exercised.  If the Offer is not accepted by the Company or the Family Members as to all the shares of Offered Stock, but is accepted by the Remaining Stockholders as to some, but not all, of the shares of Offered Stock, and the Transferee Stockholder does not rescind the agreements of sale created by such elections of the Remaining Stockholders pursuant to Section 6.1.3, the Transferee Stockholder may, subject to Section 6.6 hereof, make a bona fide transfer, pledge or encumbrance of those shares of Offered Stock with respect to which agreements of sale created by such elections of the Remaining Stockholders do not exist at any time within the Free Transfer Period, provided that the Transferee Stockholder first complies, as may be required, with the provisions of Section 6.3 of this Agreement.

6.2.2.Public Offering.  Immediately upon the closing of the purchase of shares of Common Stock by an underwriter, or group of underwriters, pursuant to a public offering by the Company of its Common Stock, the rights and obligations affecting the disposition of the Common Stock as set forth in this Agreement will be of no force or effect.  In such event, the Transferee Stockholder will be free to dispose of Common Stock in any manner he deems appropriate consistent with relevant law, and neither the Company nor any Remaining Stockholder will have any obligation to purchase the shares of Common Stock.

6.3.Conditions of Release from Restriction.

6.3.1.More Favorable Transfer Requires Re-Offer.  If any of the terms of a proposed bona fide transfer during the Free Transfer Period to a transferee other than the Company, the Family Members or the Remaining Stockholders under the terms of this Agreement are more favorable to the transferee than the corresponding terms in accordance with which the Company, the Family Members or the Remaining Stockholders could have purchased

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the shares of Offered Stock under this Agreement, then the Transferee Stockholder may not transfer the shares of Offered Stock proposed to be transferred to such transferee without first having made a second Offer to transfer the shares of Offered Stock to the Company, the Family Members and the Remaining Stockholders on the same terms as the contemplated transfer to such transferee.  Thereupon, subject to Section 6.6 hereof, the Transferee Stockholder may make such bona fide transfer as to those shares of Offered Stock with respect to which the second Offer has not been accepted by any of the Company, the Family Members or the Remaining Stockholders within thirty (30) days after their receipt of such second Offer.  The allocation of the shares of Offered Stock among the Remaining Stockholders, including allocation upon rejection of the second Offer, by any Remaining Stockholder with respect to such second Offer will be the same as provided in Section 6.1.3 of this Agreement.  If a second Offer to sell the shares of Offered Stock is made to the Company and the Remaining Stockholders in accordance with this Section 6.3.1, the Free Transfer Period with respect to the second offer will commence on the earlier of (x) the date of receipt by the Transferee Stockholder of the last rejection of the second Offer from the Remaining Stockholders or (y) the thirtieth (30th) day after the date of the second Offer.  Any shares of Offered Stock which are not transferred, pledged or encumbered during the Free Transfer Period will again become subject to all of the restrictions of this Agreement and may not be subsequently transferred without compliance with the terms of this Agreement.

6.3.2.Pledge or Encumbrance.  If any Transferee Stockholder proposes to pledge or encumber shares of Common Stock, such Transferee Stockholder may not, after the Offer with respect to those shares of Common Stock has been rejected by the Company, the Family Members and the Remaining Stockholders, pledge or encumber shares of Common Stock without first having requested in writing to borrow from the Company and the Remaining Stockholders on the same terms and conditions of any proposed borrowing contemplating such proposed pledge or encumbrance.  Thereupon, such Transferee Stockholder may make such pledge or encumbrance as to those shares of Common Stock with respect to which such request has not been granted by either the Company or the Remaining Stockholders within thirty (30) days after their receipt of such request.  The Remaining Stockholders’’ participation in any advance to such Transferee Stockholder will be calculated in the same manner as provided in Section 6.1.3 of this Agreement.  If such offer to pledge or encumber shares of Common Stock is made to the Company and the Remaining Stockholders in accordance with this Section 6.3.2, the Free Transfer Period will commence on the earlier of (x) the date of receipt by the Transferee Stockholder of the last rejection of such request from Company and all of the Remaining Transferee Stockholders or (y) the thirtieth (30th) day after the date of  such request.  Any shares of Common Stock which are not pledged  or encumbered during the Free Transfer Period will again become  subject to all of the restrictions of this Agreement and may not  be subsequently transferred without compliance with the terms of  this Agreement.

6.4.Nonrecognition of Certain Transfers; Additional Capital Stock.

6.4.1.Agreement to be Bound.  The Company will not, nor be compelled to, recognize any transfer, or issue any certificate representing any shares of Common Stock to any person who does not qualify as a proper transferee under the terms and conditions of this Agreement, or who has not delivered to the Company a Transferee Stock Restriction Agreement substantially in the form of this Agreement.

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6.4.2.Transfer Not in Accord with this Agreement. The Company will not, nor be compelled to, recognize any transfer made other than in accordance with the terms of this Agreement and the similar agreements, if any, made with other stockholders of the Company as of the date hereof; and the Company will not, nor be compelled to, issue any certificate representing shares of Common Stock to any person who has received such shares of Common Stock in a transfer made other than in accordance with the terms of this Agreement or one of such similar agreements.

6.4.3.Additional Capital Stock of the Company. The Company will not issue any shares of capital stock of the Company to any party in addition to the capital stock outstanding as of the date hereof, except:

(a)shares of preferred stock for which the Company received consideration in money or money’s worth at least equal to the stated value or par value of such stock;

(b)shares of common stock for which the Company received consideration in money or money’s worth at least equal to the per share net book value of the Common Stock issued and outstanding immediately prior to such issue and as to which the amount of such consideration credited to capital stock on the books of the Company with respect to each share does not exceed the stated value or par value so credited with respect to each share of Common Stock outstanding immediately prior to such issue; or

(c)any class or series of capital stock issued by the Company to its directors, officers or employees pursuant to a plan adopted by the Company regardless of whether such plan is designed to meet requirements of the Internal Revenue Code of 1986, as amended.

6.5.Necessary Documents.

If, under the terms of this Agreement, shares of Common Stock are purchased, the Transferee Stockholder or the Transferee Stockholder’s personal representative, whether or not properly qualified, will execute and deliver at the Closing all necessary documents that reasonably may be required to accomplish a complete transfer of such shares of Common Stock, and the Purchaser will execute and deliver to the Transferee Stockholder or the Transferee Stockholder’s personal representative a non-negotiable promissory note for any deferred portion of the purchase price (and interest thereon), and will agree to pledge the shares of Common Stock pursuant to a Stock Pledge and Escrow Agreement and, in connection therewith, will deliver to the Company’s legal counsel (or to such other person mutually agreed upon by the parties) certificates representing all of the shares of Common Stock actually purchased, with executed blank transfer powers attached, which certificates will be delivered to Purchaser upon final payment of the unpaid balance of the purchase price and all interest thereon.

6.6.No Sale to Competitor. Notwithstanding any provision of this Agreement relating to sales of shares of Common Stock during a Free Transfer Period, in no event may any such sales be made during a Free Transfer Period to any Competitor.

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7.VOTING AND EMPLOYMENT MATTERS.

7.1.Voting. The Transferee Stockholder agrees to vote his shares of Voting Stock acquired through one or more transfers from an Original Stockholder for (i) the persons nominated by such Original Stockholder for the position of director of the Company and (ii) the persons nominated for such position by the other Original Stockholder (or by the transferee(s) of such other Original Stockholder entitled to nominate persons for director pursuant to provisions comparable to Section 7.2 hereof contained in Transferee Agreements executed before, on or after the date hereof) .

7.2.Nomination Rights. In the event of the death or permanent mental disability of an Original Stockholder, the holders of shares of Voting Stock which were owned by such Original Stockholder on the date of the Original Agreement shall make such nomination(s) for the position of director of the Company as would otherwise have been made by such Original Stockholder under the terms of the Original Agreement. If such holders cannot agree on the person(s) to be nominated, then the nominee(s) shall be the person(s) elected by the majority vote of such holders at a meeting convened upon ten (10) days written notice by any such holder. All such holders shall vote for the person(s) so nominated. In any such election by such holders for purposes of nominating person(s) to be director, each such holder shall have one vote in respect of each of his shares of Voting Stock and shall be entitled to cast his votes for or against each candidate in such election to determine nominees.

7.3.Employment. The Transferee Stockholder acknowledges that, if the Transferee Stockholder is not, on the date hereof, an active employee in the management of the Company and desires to become one in order to meet the Employment Qualification at a later date, whether the Transferee Stockholder shall be hired, and in what position he shall be hired, will be determined by the Company’s management in conjunction with certain directors (not less than three (3)) designated for such purpose by the Transferee Stockholder’s Original Transferor pursuant to the terms of the Original Agreement. The compensation and promotion of the Transferee Stockholder, once hired, will be determined by the Compensation Committee of the Company’s Board of Directors in conjunction with such directors designated by the Transferee Stockholder’s Original Transferor pursuant to the terms of the Original Agreement.

8.MISCELLANEOUS MATTERS

8.1.Arbitration.

Any dispute between the Transferee Stockholder and the Company relating to matters addressed in this Agreement shall be decided by arbitration in Harrisburg, Pennsylvania, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then obtaining, unless the Transferee Stockholder and the Company otherwise mutually agree in writing. The dispute shall be decided by a panel of three arbitrators with each of the Transferee Stockholder and the Company choosing one arbitrator and those two arbitrators selecting the third arbitrator. The decision and the award of damages or specific performance rendered by a majority of the arbitrators shall be final and binding and judgment may be entered upon it in any court having jurisdiction thereof. The arbitration shall be held as promptly as practicable after actual receipt of notice that the Transferee Stockholder or the Company has filed a notice for

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arbitration with the American Arbitration Association on such a date, and at such a place and time in Harrisburg, Pennsylvania, convenient to the Transferee Stockholder, the Company and the ; arbitrators, except that if the Transferee Stockholder and the Company cannot agree, the arbitrators shall decide such date, place and time. Notwithstanding the foregoing, in no event shall the date of the arbitration exceed sixty (60) days from the date the other Transferee Stockholder or the Company receives the notice for arbitration, unless the Transferee Stockholder and the Company mutually agree otherwise. The arbitrators shall make their decision promptly and any award of damages or specific performance shall be made, unless otherwise mutually agreed by the Transferee Stockholder and the Company in writing, not later than fifteen (15) days from the date of closing of the hearings or if oral hearings have been waived, from the date of transmitting the final statements and proofs to the arbitrators.

8.2.Endorsement on Stock Certificates.

Each certificate representing any shares of Common Stock now held by the Transferee Stockholder or any shares of Common Stock hereafter held by the Transferee Stockholder will bear a legend in substantially the following form:

“THE TRANSFER OF THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY THE TERMS OF A TRANSFEREE STOCK RESTRICTION AGREEMENT DATED                                         , 19    , A COPY OF WHICH IS ON FILE AND MAY BE INSPECTED AT THE OFFICE OF THE COMPANY.”

8.3.Covenant Not to Compete.

8.3.1.During Employment. During the period in which the Transferee Stockholder is employed by Company, if any, the Transferee Stockholder will not directly or indirectly own, manage, operate, join, control or participate in the ownership, management, operation or control of or be employed or otherwise be connected in any manner with any Competitor.

8.3.2.After Termination of Employment or Sale of Stock. For a period of five (5) years following either (a) termination of the Transferee Stockholder’s employment by Company (unless the Transferee Stockholder has been Discharged Without Cause), or (b) an Offer by the Transferee Stockholder to sell all of his shares of Common Stock pursuant to this Agreement, the Transferee Stockholder will not undertake any Prohibited Action, and will not solicit or aid in the solicitation of any business from any Customer of Company, and will not disclose, or utilize on behalf of himself or any other person or business entity, any Trade Secret of Company.

8.3.3.Modification for Enforceability. Should the foregoing covenants of this Section 8.3 be adjudged to any extent invalid by any competent tribunal, such covenant will be deemed modified to the extent necessary to make it enforceable.

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8.4.Specific Performance.

In the event of a breach or threatened breach of any of the provisions of this Agreement, the remedy at law would be inadequate and a party to this Agreement will be entitled to appropriate injunctive and other equitable relief, including without limitation, specific performance and such party will be entitled to recover the loss, costs and expenses (including reasonable attorneys’ fees and disbursements) which such party incurs in securing any relief at law or in equity.

8.5.Liquidation of Corporation.

Notwithstanding any other provision of this Agreement, if, at any time, the Board of Directors of the Company adopts a resolution recommending the sale or exchange of all, or substantially all, of the Company’s assets to be followed by liquidation of the Company, or recommends that the Company be dissolved voluntarily, or if all of the stockholders of the Company have signed a written agreement consenting to such sale or dissolution, or if, at any time, an agreement is made for^the sale of ninety percent (90%) or more of the Company’s issued and outstanding capital stock, then with respect to any event thereafter occurring, all obligations to purchase any shares of Common Stock and all obligations of any Transferee Stockholder to sell any shares of Common Stock arising under the terms of this Agreement will be abated. If such recommended sale is consummated or such dissolution occurs, such obligations will terminate absolutely and such selling Transferee Stockholder will receive his pro rata share of the proceeds of such sale or dissolution. If such sale or dissolution is thereafter abandoned, all of the obligations of purchase and sale herein contained will be in full force and effect again. If, during the period of abatement, an event occurs which, but for the abatement, would have required or permitted an Offer or sale by a Transferee Stockholder pursuant to the provisions of this Agreement, all time periods with respect to such Offer and sale, and the responses required or permitted hereunder, shall be computed as if such event had occurred on the day after the proposed sale or dissolution was abandoned, but all determinations of price shall be made as if the Offer or sale had been made at the time it would have been made had there been no abatement.

8.6.Transferee Stockholder Wills.

Each Transferee Stockholder agrees to include in his will a direction and authorization to his executor to comply with the provisions of this Agreement and to sell all of his shares of Common Stock in accordance with this Agreement; provided, however, that the failure of any Transferee Stockholder so to direct his executor shall not affect the validity or enforceability of this Agreement.

8.7.Notices.

Any and all notices, designations, consents, offers, acceptances or any other communications provided for herein will be given in writing by registered or certified mail, return receipt requested, which will be addressed, in the case of the Company, to its principal office and in the case of the Transferee Stockholder to his addresses appearing on the records of

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the Company, or to such other address as may be designated by the Transferee Stockholder in writing to the Company and the other stockholders.

8.8.Time Periods.

In computing the number of days for any purpose of this Agreement, all days shall be counted, including Saturdays, Sundays and holidays, except that if the last day of any period occurs on a Saturday, Sunday or holiday, the period will be deemed extended to the end of the next succeeding day which is not a Saturday, Sunday or holiday. A holiday for purposes of this Agreement shall mean those days on which banks in the Commonwealth of Pennsylvania may, or are obligated to, remain closed.

8.9.Successors and Assigns.

This Agreement shall be binding upon, and inure to the benefit of, the parties hereto, all future stockholders of the Company, whether they become such by transfer pursuant to or contrary to the terms of this Agreement or similar agreements, if any, with other stockholders of the Company, and all of their respective heirs, legatees, personal representatives, successors and assigns.

8.10.Titles Not to Affect Interpretation.

The headings of sections and paragraphs in this Agreement are inserted for convenience of reference only and they neither form a part of this Agreement nor are they to be used in the construction or interpretation thereof.

8.11.Gender, etc.

References to the masculine gender in this Agreement shall mean the masculine or feminine where applicable and singular references shall be deemed to include the plural where applicable.

8.12.Invalid Provision.

The invalidity or unenforceability of any provision of this Agreement will not affect the other provisions hereof, and this Agreement will be construed as if such invalid or unenforceable provisions were omitted.

8.13.Governing Law.

This Agreement will be governed by the laws of the Commonwealth of Pennsylvania.

8.14.Subordination.

The Transferee Stockholder agrees that the obligation of the Company hereunder is and shall be subordinate to any long term financial arrangement to which the Company is now,

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or in the future may be, a party, and the Transferee Stockholder agrees to take such action as the Company shall reasonable request to implement this subordination agreement.

8.15.Modification.

This Agreement contains the entire agreement between the parties relating to the restrictions on the transfer of any shares of Common Stock and may be modified only by a writing signed by the Company and each Transferee Stockholder, and by all Remaining Stockholders if those provisions of this Agreement which confer rights or obligations on the Remaining Transferee Stockholders are modified by such amendment.

IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by a duly authorized officer and its corporate seal affixed hereto, and the Transferee Stockholder has signed this Agreement as of the date first above written.

Attest:	NEW ENTERPRISE STONE & LIME CO., INC.
	By:
Secretary		Title:
[Corporate Seal]
Witness:
	Transferee Stockholder:

The undersigned stockholders of Company other than the Transferee Stockholder has executed this Agreement to acknowledge that they have the rights and obligations specifically conferred by this Agreement.

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EX-10.25

Exhibit 10.25

FORM OF TRANSFEREE STOCK RESTRICTION AGREEMENT

This STOCK RESTRICTION AND MANAGEMENT AGREEMENT dated as of                                       ,              is among                                                       , a resident of                                                 , and NEW ENTERPRISE STONE & LIME CO., INC., a Delaware corporation.

BACKGROUND

The Company currently has authorized two classes of capital stock: (a) Common Stock, $         par value, which is divided into two different series, one of which is voting Common Stock and the other of which is non-voting Common Stock; and (b) Preferred Stock, $100 par value.

.The Transferee Stockholder currently is the record owner of          shares of the Company’s voting Common Stock and          shares of the Company’s non-voting Common Stock.  This Agreement does not govern any shares of Preferred Stock which may be owned by Holder.

The Transferee Stockholder acquired such shares from [name of transferor]                                                        in accordance with the terms and conditions of a [Stock Restriction and Management Agreement dated                         , 1990] [Transferee Stock Restriction Agreement dated                           ,         ] between Company and                                             .  The Transferee Stockholder and the Company have agreed that it would be in their respective best interests to set forth in writing the restrictions on the transfer of the shares of Common Stock and the obligations relating to the disposition of the shares of Common Stock which each will have to the other.

NOW, THEREFORE, intending to be legally bound hereby, the Transferee Stockholder and the Company agree as follows:

DEFINITIONS.

The following terms shall have the meanings ascribed to them when used in this Agreement:

“Allowed Portion of Non-Voting Stock” shall mean an amount of the Transferee Stockholder’s Non-Voting Stock which, when added to all other transfers of Non-Voting Stock by such Transferee Stockholder pursuant to this Agreement (including pursuant to Section 3.4 hereof (relating to certain put rights) and all other transfers of Non-Voting Stock by Traced Transferees of the Original Transferor of the Transferee Stockholder,, is not more than twenty percent (20%) of the amount of Non-Voting Stock held by the Original Transferor of the Transferee Stockholder on the date of the Original Agreement.  For purposes of applying the twenty percent (20%) limit, transfers to transferees permitted under Section 4 of this Agreement

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or comparable provisions of Transferee Agreements (relating to transfers to spouses, lineal descendants or trusts) shall not be taken into account.

“Allowed Portion of Stock” shall mean either an Allowed Portion of Voting Stock or an Allowed Portion of Non-Voting Stock.

“Allowed Portion of Voting Stock” shall mean an amount of a Transferee Stockholder’s Voting Stock which, when added to all other transfers of Voting Stock by such Transferee Stockholder pursuant to this Agreement (including pursuant to Section 3.4 hereof (relating to certain put rights)) and all other transfers of Voting Stock by Traced Transferees of the Original Transferor of the Transferee Stockholder, is not more than twenty percent (20%) of the amount of Voting Stock held by the Original Stockholder on the date of the Original Agreement.  For purposes of applying the twenty percent (20%) limit, transfers to transferees permitted under Section 4 of this Agreement (relating to transfers to spouses, lineal descendants or trusts) shall not be taken into account.

“Appraisal” shall mean the valuation of the Common Stock conducted by an appraiser as required by Section 5.2 of this Agreement.

“Appraiser” shall mean the appraiser performing the Appraisal, which appraiser shall be selected by agreement of the Original Stockholders; provided that if both Original Stockholders are no longer living or if the Original Stockholders are unable to agree, the appraiser shall be selected by members of the Board of Directors of the Company.

“Certified Statements” shall mean the certified financial statements of the Company prepared by the Independent Accountants.

“Closing” shall mean the actual transfer of shares of Common Stock by the Transferee Stockholder to the Company or the Remaining Transferee Stockholders, as the case may be.

“Closing Date” shall mean the date of Closing.

“Common Stock” shall mean the Company’s common stock, $         par value per share, which is issued and outstanding.

“Company” shall mean New Enterprise Stone & Lime Co., Inc., a Delaware corporation.

“Competitor” shall mean any person or entity conducting a commercial enterprise engaged in business operations which compete directly or indirectly with the Company.

“Customer” shall mean any person, division or unit of a business enterprise, or unit of a government agency, with whom or which, at the time of termination of a Transferee Stockholder’s or his spouse’s employment by Company, as applicable, the Company has a contract, or is negotiating for a contract, or has submitted a bid which has not yet been accepted or rejected, or is preparing a bid to be submitted.

“Discharge For Cause” shall mean termination of employment by the Company due to conviction of a crime or participating in, benefitting from, or not acting to prevent, a known

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fraud against the Company or if, in the Board of Directors’ opinion, the terminated person’s conduct as an employee has evidenced a repeated willful failure or refusal to perform those functions necessary or desirable for the efficient operation of the Company’s business activities or to develop and promote the business opportunities of the Company.

“Discharge Without Cause” shall mean a termination of employment by the Company other than for Permanent Disability, Retirement or death, and other than for Discharge for Cause.

“Earnings Per Share” shall have the meaning set forth in Section 5.1.3 of this Agreement.

“Employment Qualification” shall mean, with respect to any transferee of shares of Common Stock pursuant to this Agreement, a requirement that the transferee, or the spouse of the transferee (or, if applicable, the beneficiary of a trust which is a transferee hereunder, or the spouse of any such beneficiary), be, and have been for the immediately preceding two (2) years, active in the management of the Company as of the time of the transfer.

“Family Members” shall mean the person having lineal consanguinity (ascending or descending) with the Transferee Stockholder, and the spouses of any such persons.

“Family Member List” shall mean a written list which the Transferee Stockholder shall supply to the Company from time to time setting forth the names, addresses and relationships of all of the Transferee Stockholder’s Family Members.

“Free Transfer Period” shall mean the sixty (60) day period following the expiration of the time provided in Section 6.2.1 of this Agreement for election to purchase by Remaining Transferee Stockholders, except as otherwise expressly provided in this Agreement.

“Fully Electing Remaining Stockholder” shall mean a Remaining Stockholder who has elected to purchase the full portion of shares of Offered Voting Stock and Offered Non-Voting Stock available to him pursuant to Section 6.1.3 of this Agreement.

“Independent Accountants” shall mean the independent accountants engaged by the Company to audit the Company’s books and records.

“Net Worth” shall have the meaning set forth in Section 4.2 of this Agreement.

“Non-Voting Stock” shall mean all shares of non-voting Common Stock, whether now owned or hereafter acquired.

“Offer” shall mean the offer made pursuant to Section 2 of this Agreement.

“Offer Notice” shall mean the notice of an Offer required to be made by Section 2.2 of this Agreement.

“Offered Stock” shall mean the shares of Common Stock which are the subject of an Offer, and shall include, for purposes of Section 6.1 of this Agreement (relating to acceptance of the Offer) shares of Common Stock which are the subject of a Put Notice.

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“Offered Voting Stock” shall mean shares of Offered Stock which are shares of Voting Stock.

“Offered Non-Voting Stock” shall mean shares of Offered Stock which are shares of Non-Voting Stock.

“Offering Date” shall mean, unless otherwise specified in this Agreement, the date on which communication of an Offer, in the form of an Offer Notice or otherwise, is received by the Company.

“Original Agreement” shall mean the Stock Restriction and Management Agreement dated                                         , 1990 among the Company and the Original Stockholders.

“Original Stockholder” shall mean either of Donald L. Detwiler or Paul I. Detwiler, Jr. and “Original Stockholders” shall mean both such individuals.

“Original Transferor” shall mean, as to a particular share or shares of Common Stock, the Original Stockholder who owned such share(s) on the date of the Original Agreement which share(s) are owned by the Transferee Stockholder on the date of this Agreement.

“Permanent Disability” shall mean a physical or mental incapacity, certified by a licensed physician of the Company’s choice, which prevents a person from carrying out his or her full-time employment with the Company for a period of                      (          ) consecutive days or a total of                                (          ) days within any three hundred sixty-five (365) day period.

“Permitted Transferee” shall mean any of the spouse or lineal descendants of the Transferee Stockholder.

“Preferred Stock” shall mean the Company’s preferred stock, $100 par value per share, which is issued and outstanding.

“Prohibited Action” shall mean any action referred to in Section 8.3.1 of this Agreement.

“Purchaser” shall mean the Company or the Remaining Stockholders, or both the Company and the Remaining Stockholders, as applicable, to the extent such entity or person(s) is a purchaser of shares of stock pursuant to this Agreement.

“Put Notice” shall mean a written notice from the Transferee Stockholder to the Company that he is exercising his rights under any of the provisions of Section 3.4 of this Agreement (relating to certain put rights).

“Put Shares” shall mean shares of Common Stock which are the subject of a Put Notice.

“Qualified Shares” shall mean shares of Voting Stock acquired by the Transferee Stockholder which were permitted to be transferred to the Transferee Stockholder because the Transferee Stockholder was a Spouse-Qualified Transferee Stockholder.

“Qualifying Spouse” is defined in Section 1.47 hereof.

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“Qualified Transferee” shall mean any Permitted Transferee who (or whose spouse) satisfies the Employment Qualification, or a trust created for the benefit of such a Permitted Transferee.

“Remaining Stockholders” shall mean the holders of shares of the Company’s issued and outstanding capital stock, whether Common Stock, Preferred Stock or other class of the Company’s capital stock which may hereafter be authorized, other than the Transferee Stockholder.

“Remaining Voting Stockholder” shall mean a Remaining Stockholder who owns shares of Voting Stock.

“Remaining Non-Voting Stockholder” shall mean a Remaining Stockholder who owns shares of Non-Voting Stock.

“Retirement” shall mean a voluntary termination of employment with the Company for a reason other than Permanent Disability or other employment, at age 65 or other age established under Company policies as the retirement age for executives of the Company.  To “Retire” shall mean to so terminate employment.

“Spouse-Qualified Transferee Stockholder” shall mean the Transferee Stockholder if the Transferee Stockholder was Qualified Transferee under Section 4 of the Original Agreement (or comparable provision of a Transferee Agreement) by reason of his or her spouse’s satisfying the Employment Qualification at the time the Transferee Stockholder acquired shares of Voting Stock, and the Transferee Stockholder was thereby permitted under the terms of the Original Agreement (or comparable provisions of a Transferee Agreement) to be a transferee of shares of Voting Stock not subject to a Voting Trust.  A spouse that enables a Transferee Stockholder to be such a Qualified Transferee is referred to in this Agreement as the “Qualifying Spouse.”

“Traced Transferees” shall mean all transferees of the Original Stockholder (and transferees of such transferees) who is the Original Transferor of the Transferee Stockholder.

“Trade Secret” shall mean any proprietary right of Company in any product, method or procedure whether or not such product, method or procedure is patented, trademarked or copyrighted.

“Transferee Agreements” shall mean agreements in substantially the same form as this Agreement between the Company and other transferees of Common Stock from the Transferee Stockholder’s Original Transferor (or transferees of such transferees).

“Transferee Stockholder” shall mean

“Trust Agreement” shall mean a Voting Trust Agreement substantially in the form of Exhibit A to the Original Agreement.

“Voting Stock” shall mean all shares of voting Common Stock, whether now owned or hereafter acquired.

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“Voting Trust” shall mean a voting trust established under a Trust Agreement which trust shall (i) be created under Pennsylvania law; (ii) have a term of not less than ten (10) years; (iii) provide for the issuance of one or more trust certificates to the Permitted Transferee(s) on whose behalf the trust is created, which certificates shall represent the Permitted Transferee’s economic participation in the Company represented by the shares of Voting Stock deposited in the trust; and (iv) have as trustee either (x) a non-disabled Original Stockholder or (y) any Qualified Transferee of a disabled or deceased Original Stockholder to whom such Original Stockholder could have transferred such Voting Stock pursuant to Section 4 of the Original Agreement (taking into account, for purposes of this clause (y), the Employment Qualification).

RESTRICTIONS ON TRANSFER

Restriction on Voluntary Transfer.

Except as otherwise provided in this Agreement, the Transferee Stockholder may not transfer (whether by sale, gift or otherwise), pledge or encumber any of his shares of Common Stock unless such Transferee Stockholder has first made an offer, in the order and manner set forth in this Agreement, to sell either (A) all of his shares of Common Stock or (B) an Allowed Portion of Stock (but in no event less than the shares of Common Stock proposed to be so transferred, pledged or encumbered by the Transferee Stockholder), to the Company and to the Transferee Stockholder’s Family Members, if applicable, and to the Remaining Stockholders of the Company, and the Offer has not been accepted in the manner set forth in this Agreement.

Offer by the Transferee Stockholder.

An Offer Notice will be communicated to the Company and to the Remaining Stockholders concurrently and will consist of (a) an offer by a Transferee Stockholder to sell, in accordance with the provisions of this Agreement, either all of his shares of Common Stock or an Allowed Portion of Stock, but in no event less than the number of shares identified pursuant to clause (c) of this Section 2.2; (b) a statement of the Transferee Stockholder’s bona fide intention to transfer, pledge or encumber, as the case may be, any or all of his shares of Common Stock and the identity and address of the prospective record and beneficial transferees, pledgees or lienors; (c) the number of the shares of Common Stock involved in the proposed transfer, pledge or encumbrance and whether such shares are Voting Stock or Non-Voting Stock; and (d) the terms of the proposed transfer, pledge or encumbrance, including, without limitation, any financing arrangements then known to the Transferee Stockholder.

Stock to Which Offer Relates.

If a Transferee Stockholder proposes to transfer, pledge or encumber an Allowed Portion of Stock, the Offer made by such Transferee Stockholder pursuant to Section 2 of this Agreement shall relate only to those shares of Voting Stock or Non-Voting Stock, or both, as applicable, proposed to be transferred, pledged or encumbered at such time.  If a Transferee Stockholder proposes to transfer, pledge or encumber either (a) an amount of his Voting Stock which exceeds an Allowed Portion of Voting Stock, or (b) an amount of his Non-Voting Stock which exceeds an Allowed Portion of Non-Voting Stock, the Offer shall relate to all shares of Common Stock then held by such Transferee Stockholder.

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OTHER EVENTS TRIGGERING TRANSFERS

Transfer by Operation of Law.

If any Transferee Stockholder makes a general assignment for the benefit of creditors, is adjudged a bankrupt, becomes insolvent or in any manner transfers by operation of law (other than as a result of death or any merger or consolidation to which the Company is a party) shares of Common Stock, or any part thereof, such Transferee Stockholder will be deemed thereby to have made the Offer to sell all of his shares of Common Stock in accordance with the provisions of Section 2 of this Agreement and the Offering Date will be deemed to be the date of receipt by the Company of written notice of any such assignment, adjudgment, insolvency or transfer.  If the Company, pursuant to Section 6.1.1 of this Agreement, elects not to purchase any or all of such Transferee Stockholder’s shares of Common Stock, and the Family Members and Remaining Stockholders do not purchase all of such unpurchased shares of Common Stock pursuant to the Offer, each within the time periods set forth in Section 6.1 of this Agreement, then the Offer will be deemed a continuing offer thereafter and the Company may accept the Offer at such time as it believes to be appropriate, subject to applicable legal restraints.  Upon subsequent acceptance of the Offer by the Company, the Offering Date will be deemed to be the date of such acceptance; provided, however, that if the Offer is subsequently accepted by the Company within six (6) months of the time it was originally made, the valuation of the shares of Common Stock will be made as if the Offer had been accepted on the Offering Date.

If the Transferee Stockholder is a Spouse-Qualified Transferee Stockholder, then, if the Qualifying Spouse makes a general assignment for the benefit of creditors, is adjudged a bankrupt or becomes insolvent, the Transferee Stockholder will be deemed thereby to have made an Offer to sell all of his Qualified Shares as if the Transferee Stockholder had been the one to make such assignment or be so adjudged; provided, however, that such event shall not, by itself, require the Transferee Stockholder to sell any shares of Non-Voting Stock which be may then own; and provided further that an Offer will not be deemed thereby to have been made if the Transferee Stockholder deposits his Qualified Shares in a Voting Trust for the benefit of the Transferee Stockholder or a Permitted Transferee of the Transferee Stockholder, or transfers same to a Qualified Transferee of the Transferee Stockholder.

Retirement; Cessation of Employment in Certain Cases.

If a Transferee Stockholder Retires, is Discharged For Cause or voluntarily terminates his employment with the Company (or otherwise ceases to be a full-time employee of the Company for a reason other than Permanent Disability, death or Discharge Without Cause), the Transferee Stockholder will be deemed thereby to have made an Offer to sell all of his Common Stock in accordance with Section 2 of this Agreement and the Offering Date will be deemed to be the date of receipt by the Company of notice of such cessation of employment.  If the Company, pursuant to Section 6.1.1 of this Agreement, elects not to purchase any or all of such Transferee Stockholder’s shares of Common Stock, and the Transferee Stockholder’s Family Members and the Remaining Stockholders do not purchase all of such shares of Common Stock pursuant to the Offer, each within the time periods set forth in Section 6.1 of this Agreement, then the Offer will be deemed a continuing offer thereafter and the Company may accept the Offer at such time as it believes to be appropriate.  Upon subsequent acceptance of the

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Offer by the Company, the Offering Date will be deemed to be the date of such acceptance; provided, however, that if the Offer is subsequently accepted by the Company within six (6) months of the time it was originally made, the valuation of the shares of Common Stock will be made as if the Offer had been accepted on the Offering Date.

If the Transferee Stockholder is a Spouse-Qualified Transferee Stockholder then, if the Qualifying Spouse Retires, is Discharged For Cause or voluntarily terminates his employment with the Company (or otherwise ceases to be a full-time employee of the Company for a reason other than Permanent Disability, death, or Discharge Without Cause), the Transferee Stockholder will be deemed thereby to have made an Offer to sell all of his Qualified Shares as if the Transferee Stockholder had been the one to Retire, be Discharged For Cause or voluntarily terminate his employment with the Company; provided, however, that such event shall not require the Transferee Stockholder to sell any shares of Non-Voting Stock which he may then own; and provided further that an Offer will not be deemed thereby to have been made if the Transferee Stockholder deposits his Qualified Shares in a Voting Trust for the benefit of the Transferee Stockholder or a Permitted Transferee of the Transferee Stockholder, or transfers same to a Qualified Transferee of the Transferee Stockholder.

Permanent Disability or Death of Transferee Stockholder.

Upon the Permanent Disability or death of a Transferee Stockholder, except as specifically provided in Section 3.3.3 hereof, such Transferee Stockholder or the personal representative of such Transferee Stockholder, whether or not properly qualified, shall sell all of his shares of Common Stock to the Company, and the Company shall purchase all of his shares of Common Stock, all in accordance with the terms of this Agreement as if an Offer were made.  Upon the death of such Transferee Stockholder, should any or all of his shares of Common Stock be transferred by operation of law to any of the heirs of such Transferee Stockholder, the personal representative of such Transferee Stockholder, whether or not properly qualified, shall be deemed to have made the Offer in accordance with the terms of this Agreement on behalf of such heirs.  In the event of such death or Permanent Disability, the Offering Date will be deemed to be the date of receipt of written notice of the occurrence of such event by the Company.

In the event an Offer is deemed made pursuant to Section 3.3.1 of this Agreement and the Company is unable to purchase the shares of Offered Stock because of a legal or contractual impediment as provided in Section 6.1.1 hereof, then, after the Free Transfer Period, the Company’s obligation to purchase such shares shall be continuing and the Company shall notify the Transferee Stockholder or personal representative, and shall purchase such shares, as soon as practicable after it is relieved of the legal or contractual impediment which prevented it from purchasing such shares.  Upon any such subsequent purchase, the Offering Date will be deemed to be the date the Company notifies the Transferee Stockholder or personal representative of its ability to purchase due to relief from the legal or contractual impediment.

Notwithstanding Section 3.3.1 and any other provisions of this Agreement to the contrary, upon the Permanent Disability or death of any Transferee Stockholder, such Transferee Stockholder or his properly qualified personal representative may transfer (A) any Non-Voting Stock to any Permitted Transferee, or a trust created for the benefit of a Permitted Transferee/ and (B) any Voting Stock to any Permitted Transferee or any trust for the benefit of a Permitted

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Transferee, provided that, if such Permitted Transferee of Voting Stock who receives such shares, or who is the beneficiary of any such trust, is not also a Qualified Transferee at the time of the transfer, such shares of Voting Stock shall be subject to a Voting Trust for the benefit of the Permitted Transferee.  The transfer to any such Permitted Transferee or trust (whether holding shares of Common Stock or voting trust certificates) shall not be recognized unless, prior thereto, the Permitted Transferee (or trustee of a trust for the benefit of the Permitted Transferee) has executed and delivered to the Company a Transferee Stock Restriction Agreement substantially in the form of Exhibit B to this Agreement.

In the event that the Transferee Stockholder makes a transfer to a Voting Trust for the benefit of a Permitted Transferee as provided in this Section 3.3.3, the shares of Voting Stock so transferred will be considered as owned by the beneficiary Permitted Transferee in computing the portion of Company’s capital stock owned by such Permitted Transferee for purposes of determining the rights and obligations of such Permitted Transferee under this Agreement and other Transferee Agreements, if any, but in no event will the obligation of the Company or a Remaining Stockholder be duplicated as a consequence of this provision.

if the Transferee Stockholder is a Spouse-Qualified Transferee Stockholder, then, if the Qualifying Spouse suffers a Permanent Disability or dies, then the Transferee Stockholder shall sell all of his Qualified Shares to the Company as if such event had happened to the Transferee Stockholder; provided, however, that such event shall not, by itself, require the Transferee Stockholder to sell any shares of Non-Voting Stock which he may then own; and provided further that the Transferee Stockholder shall not be required to sell his Qualified Shares pursuant to this Section 3.3.4 if the Transferee Stockholder deposits the Qualified Shares in a Voting Trust for the benefit of the Transferee Stockholder or a Permitted Transferee of the Transferee Stockholder, or transfers same to a Qualified Transferee of the Transferee Stockholder.

Put Options.

Put Option By Transferee Stockholder in the Event of Discharge Without Cause.  If a Transferee Stockholder is Discharged Without Cause, the discharged Transferee Stockholder may, at any time thereafter, require the Company (and if so required by the Transferee Stockholder, the Company hereby agrees, subject to Section 6.1.1 of this Agreement) to purchase all or any portion of (as required by such Transferee Stockholder) his shares of Common Stock by delivery of a Put Notice to the Company within thirty (30) days after any such discharge, in which event, any such purchase and sale shall take place in accordance with Sections 5.1 or 5.2 (as applicable), and Sections 5.3, 6.1 and 6.5 of this Agreement.  If the Transferee Stockholder is a Spouse-Qualified Transferee Stockholder and the Qualifying Spouse is Discharged Without Cause, then the Transferee Stockholder may, upon such Discharge Without Cause of the Qualifying Spouse, require the Company to purchase, in accordance with the foregoing sentence, all, but not less than all, of his Qualified Shares.  If the Transferee Stockholder does not exercise his right to require the Company to purchase such Qualified Shares upon the Discharge Without Cause of the Qualifying Spouse, then the Transferee Stockholder shall be deemed to have made an Offer to sell all of his Qualified Shares; provided, however, that such event shall not, by itself, require the Transferee Stockholder to sell any shares of Non-Voting Stock which he may then own; and provided further that such Offer will not be deemed to be made if the Transferee

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Stockholder deposits such Qualified Shares in a Voting Trust for the benefit of the Transferee Stockholder or a Permitted Transferee of the Transferee Stockholder, or transfers same to a Qualified Transferee of the Transferee Stockholder.

Tenth Anniversary Put.  At any time after the tenth anniversary of the date of this Agreement, any Transferee Stockholder may require the Company (and if so required, the Company hereby agrees, subject to Section 6.1.1 of this Agreement) to purchase all or any portion of (as required by such Transferee Stockholder) his shares of Common Stock by delivery of a Put Notice to the Company.  In such event, any purchase and sale shall take place in accordance with Sections 5.1 or 5.2 (as applicable) and Sections 5.3, 6.1 and 6.5 of this Agreement.

Put of Allowed Portion of Voting Stock.  At any time after the date of this Agreement, a Transferee Stockholder may require the Company (and if so required, the Company hereby agrees, subject to Section 6.1.1 of this Agreement) to purchase an amount of his Voting Stock up to the Allowed Portion of Voting Stock by delivery of a Put Notice to the Company; provided, however, that a Transferee Stockholder may not exercise his right to require the Company to so purchase his shares of Voting Stock pursuant to this Section 3.4.3 more than once each fiscal year.  Any such purchase and sale shall take place in accordance with Sections 5.1, 5.3, 6.1 and 6.5 of this Agreement.

Rights Of Remaining Stockholders.  If the Company is unable to fulfill its obligations under this Section 3.4 by reason of a legal or contractual impediment as provided in Section 6.1.1 (which cannot be removed as provided in said Section 6.1.1), then the Remaining Stockholders shall have an option to acquire the Put Shares, as if such shares were shares of Offered Stock and Section 6.1.2 applied.  Any Put Shares not purchased by the Remaining Stockholders shall again become subject to this Agreement, provided that, if not all such Put Shares are so purchased, the exercising Transferee Stockholder shall have the ability to rescind any elections by the Remaining Transferee Stockholders to purchase such Put Shares, whereupon all such Put Shares shall again be subject to the terms and conditions of this Agreement.

Election to Apply Section 5.1 or 5.2.  If the number of Put Shares exceeds an Allowed Portion of Stock but is less than all shares then owned by the Transferee Stockholder providing the Put Notice, the Company may elect to calculate the purchase price therefore in accordance with either Section 5.1 or 5.2 of this Agrement.

PERMITTED TRANSFERS

Transfer to Spouse, Lineal Descendants or Trusts.

Notwithstanding any provision in this Agreement to the contrary, the Transferee Stockholder may transfer, at any time all or any portion of his shares of Common Stock to a Permitted Transferee, or a trust created for the benefit of a Permitted Transferee.  A transfer will not be permitted under this Section 4.1 unless (a) prior to any such transfer there has been delivered to the Company by the Permitted Transferee, and by the trustee of any trust created for the benefit of a Permitted Transferee, a Transferee Stock Restriction Agreement substantially in the form of this Agreement; and (b) if the shares of Common Stock to be transferred under this

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Section 4.1 are shares of Voting Stock, the Permitted Transferee who receives such shares or is the beneficiary of any such trust, is also a Qualified Transferee.

Transferor to Trust Treated as Owner.

In the event that the Transferee Stockholder makes a transfer to a trust referred to in Section 4.1 for the benefit of a Permitted Transferee the shares of the Company’s capital stock so transferred, nevertheless, will be considered as owned by the transferor in computing the portion of Company’s capital stock owned by such transferor for purposes of determining the rights and obligations of such transferor under this Agreement and similar agreements, if any, with other stockholders of the Company, but in no event will the obligations of the Company or a Remaining Stockholder be duplicated as a consequence of this provision.

PRICE AND TERMS

Terms and Conditions for Sale of An Allowed Portion of Stock.

If an Offer relates to either the sale of an Allowed Portion of Stock, or the sale of an amount of Common Stock which is less than the amount of Common Stock owned by the Transferee Stockholder’s Original Transferor on the date of the Original Agreement, then the following terms and conditions shall apply to the sale:

Price.  The price for the purchase of any Allowed Portion of Stock will be the higher of (x) the Net Worth of Company multiplied by a fraction, the numerator of which is the number of shares of Common Stock to be purchased and the denominator of which is the total number of issued and outstanding shares of Common Stock as of the Offering Date, including the shares of Common Stock which are shares of Offered Stock or (y) the Earnings Per Share of Common Stock multiplied by twelve (12) times the aggregate number of shares of Common Stock to be purchased.

Net Worth.  For purposes of this Agreement, ! the Net Worth of Company will mean:

Offer in First Half of Year.  If the Offering Date occurs prior to the first (1st) day of the seventh (7th) month in any fiscal year of the Company, the net worth of the Company on the last day of the fiscal year of the Company immediately preceding the fiscal year in which the Offering Date occurs; or

Offer in Second Half of Year.  If the Offering Date occurs on or after the first (1st) day of the seventh (7th) month in any fiscal year, the net worth of the Company on the last day of the fiscal year of the Company in which the Offering Date occurs,

in either case, as reflected on the Company’s Certified Statements for such year; provided, however, that the Net Worth (a) will include only capital paid in (including par value and surplus) for, and retained earnings attributable to, the Company’s issued and outstanding shares of Common Stock; and (b) will not include any proceeds of insurance paid upon the death of a Transferee Stockholder which would otherwise be included in Net Worth, but shall include the net cash surrender value (cash surrender value minus any loans) of such policies immediately

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prior to the death of a Transferee Stockholder, which would otherwise be excluded from Net Worth.

Earnings Per Share.  The Earnings Per Share of Common Stock shall mean the amount determined as follows:

Offer in First Half of Year.  If the Offering Date occurs prior to the first (1st) day of the seventh (7th) month in any fiscal year of the Company, the Earnings Per Share shall be the average of the earnings per share of Common Stock in each of the three (3) fiscal years immediately preceding the fiscal year in which the Offering Date occurs.

Offer in Second Half of Year.  If the Offering Date occurs on or after the first (1st) day of the seventh (7th) month in any fiscal year of the Company, the Earnings Per Share shall be the average of the earnings per share of Common Stock in each of the fiscal year in which the Offering Date occurs and the two (2) fiscal years immediately preceding the fiscal year in which the Offering Date occurs.

Earnings per share for each such year will be obtained by dividing (x) the net income (after provision has been made for federal, state and local taxes) of the Company, for each such year as derived from the Certified Statements by (y) the average number of shares of Common Stock issued and outstanding in each such year, as calculated by the Independent Accountants in accordance with generally accepted accounting principles consistently applied.

Terms and Conditions For Sale of All Common Stock.

In the case of an Offer relating to an amount of Common Stock which is equal to or more than the amount of Common Stock owned by the Transferee Stockholder’s Original Transferor on the date of the Original Agreement, then the purchase price will be determined by an Appraisal conducted by an Appraiser at the time the Offer is made.  Company shall arrange, as necessary, for an Appraiser to value its Common Stock promptly after an Offer Notice or Put Notice is communicated pursuant to this Agreement.

Payment.

The purchase price for any shares of Offered Stock will be paid in thirty-two (32) equal consecutive quarterly installments, the first of which will be paid on the Closing Date, and the remainder of which will be paid on the next succeeding thirty-one (31) quarterly anniversary dates of Closing (or next business day, if such anniversary is on a Saturday, Sunday or holiday), together with accrued interest from the Closing Date on the unpaid portion of the purchase price at the rate of          percent (    %) per annum.

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PROCEDURES

Acceptance of Offer.

The Company.

Obligation of the Company.  Within ninety (90) days after receipt by the Company of (a) the Offer made or deemed to have been made pursuant to Section 3.3 (relating to permanent disability or death) of this Agreement, or (b) a Put Notice, the Company shall purchase all, but not less than all, of the shares of Offered Stock unless the Company receives from its independent legal counsel within such period a written opinion based on information available at the time (including without limitation comparative analyses of unaudited financial statements and good faith projections of year-end results) to the effect that payment of the purchase price contemplated by such Offer is prohibited by applicable law, rule or regulation, or by a contract or agreement which affects the Company.

Election of the Company.  Within ninety (90) days after receipt of an Offer other than an Offer referred to in Section 6.1.1(a), the Company may elect, but shall not be required, to purchase all, but not less than all, of the shares of Offered Stock.  After such ninety (90) day period and after the periods provided in Section 6.1.2 for purchase by the Remaining Stockholders, the Company shall again have the right to purchase any shares of Offered Stock to the extent such shares are the subject of an Offer made under Section 3.1 (relating to transfers by operation of law) or Section 3.2 (relating to cessation of employment) of this Agreement, insofar as such Offers shall be continuing as provided in Sections 3.1 and 3.2 of this Agreement.

Contractual Impediment.  If the opinion of the independent legal counsel referred to in Section 6.1.1(a) of this Agreement is to the effect that payment of such purchase price is not prohibited by any applicable law, rule or regulation, but is prohibited by a contract or agreement which affects the Company, then the Company will promptly use its best efforts to obtain such consents or waivers as may be necessary to remove such impediment to the purchase.  Within ten (10) days after receipt of all such consents or waivers, the Company promptly will purchase all shares of Offered Stock.  If, after using its best efforts, the Company is unable to obtain such consents or waivers, the Company will give written notice to the Transferee Stockholder, the Transferee Stockholder’s Family Members as identified on his Family Member List, and to the Remaining Stockholders of such inability and rejection of the Offer.

Legal Impediment.  If the legal opinion referred to in Section 6.1.1 (a) is to the effect that payment of such purchase price is prohibited by applicable law, rule or regulation, and if the legal prohibition can be eliminated by recapitalization in accordance with generally accepted accounting principles (including adjustment of the value of its assets or adjustment of the par value of the Company’s issued and outstanding capital stock or other reasonable action by the Company), then the Company will take such action.  If such prohibition cannot be eliminated by any such action, the Company will give written notice to the Transferee Stockholder, the Transferee Stockholder’s Family Members as identified on his Family Member List, and to the Remaining Stockholders of the Company’s inability to purchase and the rejection of the Offer.

Family Members.  If the Offer is rejected by the Company pursuant to Section 6.1.1. of this Agreement, then the Transferee Stockholder shall next offer any shares of Offered Stock to the Transferee Stockholder’s Family Members who shall be entitled to purchase such shares on a first come/first serve basis.  If, within thirty (30) days after the Company’s notice is given to such Family Members pursuant to Section 6.1.1, any shares of Voting Stock have not

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been elected to be purchased by the Transferee Stockholder’s Family Members, then the Remaining Stockholders shall have the right to purchase any such unpurchased shares as provided in Section 6.1.3 hereof.

Remaining Stockholders.

Voting Stock.  If the Offer is rejected by the Company pursuant to Section 6.1.1 of this Agreement and shares of Offered Stock are not purchased by the Transferee Stockholder’s Family Members pursuant to Section 6.1.2 hereof, each Remaining Voting Stockholder,  within sixty (60) days after the receipt by such Remaining Voting Stockholder of the notice from the Company rejecting the Offer pursuant to such Section 6.1.1 (but not sooner than thirty (30) days after such notice is received), may elect, but shall not be required, to purchase up to that proportion of the unpurchased shares of Offered Voting Stock as the number of shares of Voting Stock which such Remaining Voting Stockholder owns as of the Offering Date bears to the aggregate number of then issued and outstanding shares of Voting Stock other than shares of Offered Voting Stock and any other shares of Voting Stock owned by the offering Transferee Stockholder.

Non-Voting Stock.  If the Offer is rejected by the Company pursuant to Section 6.1.1 of this Agreement and shares of Offered Stock are not purchased by the Transferee Stockholder’s Family Members pursuant to Section 6.1.2 hereof, each Remaining Stockholder, within the same thirty (30) day period allowed for the election to purchase shares of Offered Voting Stock pursuant to Section 6.1.3(a), may elect, but shall not be required, to purchase up to that proportion of the unpurchased shares of Offered Non-Voting Stock as the number of shares of Preferred Stock and Non-Voting Stock which such Remaining Stockholder owns as of the Offering Date bears to the aggregate number of then issued and outstanding shares of Preferred Stock and Non-Voting Stock, other than the shares of Offered Non-Voting Stock, and any other shares of Non-Voting Stock or Preferred Stock, owned by the offering Transferee Stockholder.

Subsequent Opportunity to Purchase.  If any Remaining Stockholder does not elect to purchase all of the portion of the unpurchased shares of Offered Voting Stock or Offered Non-Voting Stock available to him pursuant Sections 6.1.3(a) and 6.1.3(b), each Fully Electing Remaining Stockholder may elect, for a period of fifteen (15) days, to purchase that portion of the shares of Offered Stock not elected to be purchased by any Remaining Stockholder pursuant to Section 6.1.3(a) and 6.1.3(b), as the number of shares of Voting Stock, Preferred Stock and Non-Voting Stock which he owns as of the Offering Date bears to the aggregate number of issued and outstanding shares of Voting Stock, Preferred Stock and Non-Voting Stock owned as of the Offering Date by all Fully Electing Remaining Stockholders.  The fifteen (15) day period for the purchase of shares pursuant to this Section 6.1.3 (c) shall not commence until the conclusion of the thirty (30) day period under Sections 6.1.3(a) and 6.1.3(b).

If all of the shares of Offered Stock are not so purchased, then the procedure set forth in the preceding paragraph will be repeated until all of the shares of Offered Stock have been so purchased or no Fully Electing Remaining Transferee Stockholders elect to buy all of the unpurchased shares of Offered Stock.

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Exercise.  Within the appropriate ninety (90) day period referred to in Section 6.1.1 of this Agreement, the Company will give notice of its agreement to purchase all of the shares of Offered Stock, or of its rejection of the Offer pursuant to Section 6.1.1 of this Agreement, to the Transferee Stockholder, his Family Members as identified on the Family Member List, and to each Remaining Stockholder.  Failure to give any such notice will constitute notice of rejection of the Offer pursuant to Section 6.1.1 on the ninetieth (90th) day.  Each Family Member or Remaining Stockholder will exercise his election, if any, to purchase by giving written notice thereof to the Transferee Stockholder, to the other Remaining Stockholders and to the Company.  In the event of agreement by the Company to purchase, its notice will specify a date for Closing which will be not more than sixty (60) days after the date of the giving of such notice; provided, however, that if the purchase price is determined pursuant to Section 5.1.2(b) or 5.1.3(b) of this Agreement, the Closing shall take place not more than thirty (30) days after the Certified Statements are available for the fiscal year which includes the Offering Date.  In the event the Family Members or Remaining Stockholders, or one or more of them, elect to purchase all or a portion of the shares of Offered Stock, Closing with respect to such shares will be held at such time as may be mutually agreed upon by the Transferee Stockholder and those Family Members or Remaining Stockholders who have agreed to purchase and, in the absence of such agreement, will be held on the sixtieth (60th) day following receipt by the Transferee Stockholder of a Family Member’s notice of election to purchase or of the last notice of election to purchase from a Remaining Stockholder, as applicable.

Release from Restriction.

Free Transfer Period.  If the Offer is not accepted by the Company, the Family Members or by the Remaining Stockholders as to any or all of the Offered Stock, the Transferee Stockholder may, subject to Section 6.6 hereof, make a bona fide transfer, pledge or encumbrance of the shares of Offered Stock with respect to which the Transferee Stockholder’s Offer has not been accepted by the Company, the Family Members or by the Remaining Stockholders at any time within sixty (60) days following the expiration of the time provided in Section 6.1.3 of this Agreement for election to purchase by the Remaining Stockholders, provided that the Transferee Stockholder first complies with the provisions of Section 6.3 of this Agreement (relating to conditions of release from restriction).

Certain Offers Continuing.  Notwithstanding the foregoing paragraph, if the Offer is made pursuant to Sections 3.1 (relating to transfers by operation of law) or 3.2 (relating to cessation of employment), the Offer shall be a continuing Offer as provided in said Sections, and the Transferee Stockholder may not transfer the Offered Stock under this Section 6.2.

Rescission Rights.  If the Offer (regardless of under which Section of this Agreement the Offer is deemed to be made) is not accepted by the Company or the Family Members as to all the shares of Offered Stock, but is accepted by the Remaining Stockholders as to some, but not all, of the shares of Offered Stock available to the Remaining Stockholders, the Transferee Stockholder may, but will not be obligated to, rescind the agreements of sale created by such elections of the Remaining Stockholders to purchase which the Stockholder has received, in which event the shares of Offered Stock which were available to the Remaining

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Stockholders again will become subject to all of I     the restrictions of this Agreement and may not be transferred subsequently without compliance with the terms of this Agreement.

Free Transfer Only If Rescission Rights Not Exercised.  If the Offer is not accepted by the Company or the Family Members as to all the shares of Offered Stock, but is accepted by the Remaining Stockholders as to some, but not all, of the shares of Offered Stock, and the Transferee Stockholder does not rescind the agreements of sale created by such elections of the Remaining Stockholders pursuant to Section 6.1.3, the Transferee Stockholder may, subject to Section 6.6 hereof, make a bona fide transfer, pledge or encumbrance of those shares of Offered Stock with respect to which agreements of sale created by such elections of the Remaining Stockholders do not exist at any time within the Free Transfer Period, provided that the Transferee Stockholder first complies, as may be required, with the provisions of Section 6.3 of this Agreement.

Public Offering.  Immediately upon the closing of the purchase of shares of Common Stock by an underwriter, or group of underwriters, pursuant to a public offering by the Company of its Common Stock, the rights and obligations affecting the disposition of the Common Stock as set forth in this Agreement will be of no force or effect.  In such event, the Transferee Stockholder will be free to dispose of Common Stock in any manner he deems appropriate consistent with relevant law, and neither the Company nor any Remaining Stockholder will have any obligation to purchase the shares of Common Stock.

Conditions of Release from Restriction.

More Favorable Transfer Requires Re-Offer.  If any of the terms of a proposed bona fide transfer during the Free Transfer Period to a transferee other than the Company, the Family Members or the Remaining Stockholders under the terms of this Agreement are more favorable to the transferee than the corresponding terms in accordance with which the Company, the Family Members or the Remaining Stockholders could have purchased the shares of Offered Stock under this Agreement, then the Transferee Stockholder may not transfer the shares of Offered Stock proposed to be transferred to such transferee without first having made a second Offer to transfer the shares of Offered Stock to the Company, the Family Members and the Remaining Stockholders on the same terms as the contemplated transfer to such transferee.  Thereupon, subject to Section 6.6 hereof, the Transferee Stockholder may make such bona fide transfer as to those shares of Offered Stock with respect to which the second Offer has not been accepted by any of the Company, the Family Members or the Remaining Stockholders within thirty (30) days after their receipt of such second Offer.  The allocation of the shares of Offered Stock among the Remaining Stockholders, including allocation upon rejection of the second Offer, by any Remaining Stockholder with respect to such second Offer will be the same as provided in Section 6.1.3 of this Agreement.  If a second Offer to sell the shares of Offered Stock is made to the Company and the Remaining Stockholders in accordance with this Section 6.3.1, the Free Transfer Period with respect to the second offer will commence on the earlier of (x) the date of receipt by the Transferee Stockholder of the last rejection of the second Offer from the Remaining Stockholders or (y) the thirtieth (30th) day after the date of the second Offer.  Any shares of Offered Stock which are not transferred, pledged or encumbered during the Free Transfer Period will again become subject to all of the restrictions of this Agreement and may not be subsequently transferred without compliance with the terms of this Agreement.

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Pledge or Encumbrance.  If any Transferee Stockholder proposes to pledge or encumber shares of Common Stock, such Transferee Stockholder may not, after the Offer with respect to those shares of Common Stock has been rejected by the Company, the Family Members and the Remaining Stockholders, pledge or encumber shares of Common Stock without first having requested in writing to borrow from the Company and the Remaining Stockholders on the same terms and conditions of any proposed borrowing contemplating such proposed pledge or encumbrance.  Thereupon, such Transferee Stockholder may make such pledge or encumbrance as to those shares of Common Stock with respect to which such request has not been granted by either the Company or the Remaining Stockholders within thirty (30) days after their receipt of such request.  The Remaining Stockholders’’ participation in any advance to such Transferee Stockholder will be calculated in the same manner as provided in Section 6.1.3 of this Agreement.  If such offer to pledge or encumber shares of Common Stock is made to the Company and the Remaining Stockholders in accordance with this Section 6.3.2, the Free Transfer Period will commence on the earlier of (x) the date of receipt by the Transferee Stockholder of the last rejection of such request from Company and all of the Remaining Transferee Stockholders or (y) the thirtieth (30th) day after the date of such request.  Any shares of Common Stock which are not pledged or encumbered during the Free Transfer Period will again become subject to all of the restrictions of this Agreement and may not be subsequently transferred without compliance with the terms of this Agreement.

Nonrecognition of Certain Transfers; Additional Capital Stock.

Agreement to be Bound.  The Company will not, nor be compelled to, recognize any transfer, or issue any certificate representing any shares of Common Stock to any person who does not qualify as a proper transferee under the terms and conditions of this Agreement, or who has not delivered to the Company a Transferee Stock Restriction Agreement substantially in the form of this Agreement.

Transfer Not in Accord with this Agreement.  The Company will not, nor be compelled to, recognize any transfer made other than in accordance with the terms of this Agreement and the similar agreements, if any, made with other stockholders of the Company as of the date hereof; and the Company will not, nor be compelled to, issue any certificate representing shares of Common Stock to any person who has received such shares of Common Stock in a transfer made other than in accordance with the terms of this Agreement or one of such similar agreements.

Additional Capital Stock of the Company.  The Company will not issue any shares of capital stock of the Company to any party in addition to the capital stock outstanding as of the date hereof, except:

shares of preferred stock for which the Company received consideration in money or money’s worth at least equal to the stated value or par value of such stock;

shares of common stock for which the Company received consideration in money or money’s worth at least equal to the per share net book value of the Common Stock issued and outstanding immediately prior to such issue and as to which the amount of such consideration credited to capital stock on the books of the Company with respect to each share

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does not exceed the stated value or par value so credited with respect to each share of Common Stock outstanding immediately prior to such issue; or

any class or series of capital stock issued by the Company to its directors, officers or employees pursuant to a plan adopted by the Company regardless of whether such plan is designed to meet requirements of the Internal Revenue Code of 1986, as amended.

Necessary Documents.

If, under the terms of this Agreement, shares of Common Stock are purchased, the Transferee Stockholder or the Transferee Stockholder’s personal representative, whether or not properly qualified, will execute and deliver at the Closing all necessary documents that reasonably may be required to accomplish a complete transfer of such shares of Common Stock, and the Purchaser will execute and deliver to the Transferee Stockholder or the Transferee Stockholder’s personal representative a non-negotiable promissory note for any deferred portion of the purchase price (and interest thereon), and will agree to pledge the shares of Common Stock pursuant to a Stock Pledge and Escrow Agreement and, in connection therewith, will deliver to the Company’s legal counsel (or to such other person mutually agreed upon by the parties) certificates representing all of the shares of Common Stock actually purchased, with executed blank transfer powers attached, which certificates will be delivered to Purchaser upon final payment of the unpaid balance of the purchase price and all interest thereon.

No Sale to Competitor.  Notwithstanding any provision of this Agreement relating to sales of shares of Common Stock during a Free Transfer Period, in no event may any such sales be made during a Free Transfer Period to any Competitor.

VOTING AND EMPLOYMENT MATTERS.

Voting.  The Transferee Stockholder agrees to vote his shares of Voting Stock acquired through one or more transfers from an Original Stockholder for (i) the persons nominated by such Original Stockholder for the position of director of the Company and (ii) the persons nominated for such position by the other Original Stockholder (or by the transferee(s) of such other Original Stockholder entitled to nominate persons for director pursuant to provisions comparable to Section 7.2 hereof contained in Transferee Agreements executed before, on or after the date hereof) .

Nomination Rights.  In the event of the death or permanent mental disability of an Original Stockholder, the holders of shares of Voting Stock which were owned by such Original Stockholder on the date of the Original Agreement shall make such nomination(s) for the position of director of the Company as would otherwise have been made by such Original Stockholder under the terms of the Original Agreement.  If such holders cannot agree on the person(s) to be nominated, then the nominee(s) shall be the person(s) elected by the majority vote of such holders at a meeting convened upon ten (10) days written notice by any such holder.  All such holders shall vote for the person(s) so nominated.  In any such election by such holders for purposes of nominating person(s) to be director, each such holder shall have one vote in respect of each of his shares of Voting Stock and shall be entitled to cast his votes for or against each candidate in such election to determine nominees.

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Employment.  The Transferee Stockholder acknowledges that, if the Transferee Stockholder is not, on the date hereof, an active employee in the management of the Company and desires to become one in order to meet the Employment Qualification at a later date, whether the Transferee Stockholder shall be hired, and in what position he shall be hired, will be determined by the Company’s management in conjunction with certain directors (not less than three (3)) designated for such purpose by the Transferee Stockholder’s Original Transferor pursuant to the terms of the Original Agreement.  The compensation and promotion of the Transferee Stockholder, once hired, will be determined by the Compensation Committee of the Company’s Board of Directors in conjunction with such directors designated by the Transferee Stockholder’s Original Transferor pursuant to the terms of the Original Agreement.

MISCELLANEOUS MATTERS

Arbitration.

Any dispute between the Transferee Stockholder and the Company relating to matters addressed in this Agreement shall be decided by arbitration in Harrisburg, Pennsylvania, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then obtaining, unless the Transferee Stockholder and the Company otherwise mutually agree in writing.  The dispute shall be decided by a panel of three arbitrators with each of the Transferee Stockholder and the Company choosing one arbitrator and those two arbitrators selecting the third arbitrator.  The decision and the award of damages or specific performance rendered by a majority of the arbitrators shall be final and binding and judgment may be entered upon it in any court having jurisdiction thereof.  The arbitration shall be held as promptly as practicable after actual receipt of notice that the Transferee Stockholder or the Company has filed a notice for arbitration with the American Arbitration Association on such a date, and at such a place and time in Harrisburg, Pennsylvania, convenient to the Transferee Stockholder, the Company and the ;  arbitrators, except that if the Transferee Stockholder and the Company cannot agree, the arbitrators shall decide such date, place and time.  Notwithstanding the foregoing, in no event shall the date of the arbitration exceed sixty (60) days from the date the other Transferee Stockholder or the Company receives the notice for arbitration, unless the Transferee Stockholder and the Company mutually agree otherwise.  The arbitrators shall make their decision promptly and any award of damages or specific performance shall be made, unless otherwise mutually agreed by the Transferee Stockholder and the Company in writing, not later than fifteen (15) days from the date of closing of the hearings or if oral hearings have been waived, from the date of transmitting the final statements and proofs to the arbitrators.

Endorsement on Stock Certificates.

Each certificate representing any shares of Common Stock now held by the Transferee Stockholder or any shares of Common Stock hereafter held by the Transferee Stockholder will bear a legend in substantially the following form:

“THE TRANSFER OF THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY THE TERMS OF A TRANSFEREE STOCK RESTRICTION AGREEMENT DATED                                                 , 19    , A

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COPY OF WHICH IS ON FILE AND MAY BE INSPECTED AT THE OFFICE OF THE COMPANY.”

Covenant Not to Compete.

During Employment.  During the period in which the Transferee Stockholder is employed by Company, if any, the Transferee Stockholder will not directly or indirectly own, manage, operate, join, control or participate in the ownership, management, operation or control of or be employed or otherwise be connected in any manner with any Competitor.

After Termination of Employment or Sale of Stock.  For a period of five (5) years following either (a) termination of the Transferee Stockholder’s employment by Company (unless the Transferee Stockholder has been Discharged Without Cause), or (b) an Offer by the Transferee Stockholder to sell all of his shares of Common Stock pursuant to this Agreement, the Transferee Stockholder will not undertake any Prohibited Action, and will not solicit or aid in the solicitation of any business from any Customer of Company, and will not disclose, or utilize on behalf of himself or any other person or business entity, any Trade Secret of Company.

Modification for Enforceability.  Should the foregoing covenants of this Section 8.3 be adjudged to any extent invalid by any competent tribunal, such covenant will be deemed modified to the extent necessary to make it enforceable.

Specific Performance.

In the event of a breach or threatened breach of any of the provisions of this Agreement, the remedy at law would be inadequate and a party to this Agreement will be entitled to appropriate injunctive and other equitable relief, including without limitation, specific performance and such party will be entitled to recover the loss, costs and expenses (including reasonable attorneys’ fees and disbursements) which such party incurs in securing any relief at law or in equity.

Liquidation of Corporation.

Notwithstanding any other provision of this Agreement, if, at any time, the Board of Directors of the Company adopts a resolution recommending the sale or exchange of all, or substantially all, of the Company’s assets to be followed by liquidation of the Company, or recommends that the Company be dissolved voluntarily, or if all of the stockholders of the Company have signed a written agreement consenting to such sale or dissolution, or if, at any time, an agreement is made for^the sale of ninety percent (90%) or more of the Company’s issued and outstanding capital stock, then with respect to any event thereafter occurring, all obligations to purchase any shares of Common Stock and all obligations of any Transferee Stockholder to sell any shares of Common Stock arising under the terms of this Agreement will be abated.  If such recommended sale is consummated or such dissolution occurs, such obligations will terminate absolutely and such selling Transferee Stockholder will receive his pro rata share of the proceeds of such sale or dissolution.  If such sale or dissolution is thereafter abandoned, all of the obligations of purchase and sale herein contained will be in full force and effect again.  If, during the period of abatement, an event occurs which, but for the abatement, would have required or permitted an Offer or sale by a Transferee Stockholder pursuant to the

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provisions of this Agreement, all time periods with respect to such Offer and sale, and the responses required or permitted hereunder, shall be computed as if such event had occurred on the day after the proposed sale or dissolution was abandoned, but all determinations of price shall be made as if the Offer or sale had been made at the time it would have been made had there been no abatement.

Transferee Stockholder Wills.

Each Transferee Stockholder agrees to include in his will a direction and authorization to his executor to comply with the provisions of this Agreement and to sell all of his shares of Common Stock in accordance with this Agreement; provided, however, that the failure of any Transferee Stockholder so to direct his executor shall not affect the validity or enforceability of this Agreement.

Notices.

Any and all notices, designations, consents, offers, acceptances or any other communications provided for herein will be given in writing by registered or certified mail, return receipt requested, which will be addressed, in the case of the Company, to its principal office and in the case of the Transferee Stockholder to his addresses appearing on the records of the Company, or to such other address as may be designated by the Transferee Stockholder in writing to the Company and the other stockholders.

Time Periods.

In computing the number of days for any purpose of this Agreement, all days shall be counted, including Saturdays, Sundays and holidays, except that if the last day of any period occurs on a Saturday, Sunday or holiday, the period will be deemed extended to the end of the next succeeding day which is not a Saturday, Sunday or holiday.  A holiday for purposes of this Agreement shall mean those days on which banks in the Commonwealth of Pennsylvania may, or are obligated to, remain closed.

Successors and Assigns.

This Agreement shall be binding upon, and inure to the benefit of, the parties hereto, all future stockholders of the Company, whether they become such by transfer pursuant to or contrary to the terms of this Agreement or similar agreements, if any, with other stockholders of the Company, and all of their respective heirs, legatees, personal representatives, successors and assigns.

Titles Not to Affect Interpretation.

The headings of sections and paragraphs in this Agreement are inserted for convenience of reference only and they neither form a part of this Agreement nor are they to be used in the construction or interpretation thereof.

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Gender, etc.

References to the masculine gender in this Agreement shall mean the masculine or feminine where applicable and singular references shall be deemed to include the plural where applicable.

Invalid Provision.

The invalidity or unenforceability of any provision of this Agreement will not affect the other provisions hereof, and this Agreement will be construed as if such invalid or unenforceable provisions were omitted.

Governing Law.

This Agreement will be governed by the laws of the Commonwealth of Pennsylvania.

Subordination.

The Transferee Stockholder agrees that the obligation of the Company hereunder is and shall be subordinate to any long term financial arrangement to which the Company is now, or in the future may be, a party, and the Transferee Stockholder agrees to take such action as the Company shall reasonable request to implement this subordination agreement.

Modification.

This Agreement contains the entire agreement between the parties relating to the restrictions on the transfer of any shares of Common Stock and may be modified only by a writing signed by the Company and each Transferee Stockholder, and by all Remaining Stockholders if those provisions of this Agreement which confer rights or obligations on the Remaining Transferee Stockholders are modified by such amendment.

IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by a duly authorized officer and its corporate seal affixed hereto, and the Transferee Stockholder has signed this Agreement as of the date first above written.

Attest:	NEW ENTERPRISE STONE & LIME CO., INC.
	By:
Secretary		Title:
[Corporate Seal]
Witness:
	Transferee Stockholder:

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The undersigned stockholders of Company other than the Transferee Stockholder has executed this Agreement to acknowledge that they have the rights and obligations specifically conferred by this Agreement.

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EX-10.26

Exhibit 10.26

AMENDED AND RESTATED
CHANGE IN CONTROL AGREEMENT

AGREEMENT dated as of the 17th day of July, 2007, by and among STABLER COMPANIES INC., a corporation organized and existing under the laws of the Commonwealth of Pennsylvania and having its principal place of business in Harrisburg, Pennsylvania (hereinafter referred to as the “Corporation”), and ALBERT S. SCHMIDT, III (hereinafter referred to as “Executive”).

WHEREAS, Executive is a key senior management employee of the Corporation and regularly reports to and advises management of the Corporation regarding the Corporation’s business activities;

WHEREAS, the Corporation and Executive previously entered into an Agreement whereby, in order to induce Executive to continue in employment, the Corporation agreed to make certain payments to Executive upon termination of Executive’s employment under specific conditions.

WHEREAS, the Corporation and Executive desire to amend and restate the Agreement.

NOW, THEREFORE, in consideration of the employment of Executive by the Corporation and intending to be legally bound hereby, Executive and the Corporation agree as follows:

ARTICLE I

TERMINATION PURSUANT TO A CHANGE IN CONTROL

1.1.Definition:  Termination Pursuant to a Change in Control.  Any of the following events occurring during the period commencing with the date of any “Change in Control” (as defined in ARTICLE II hereof) and ending on the fifth anniversary of the date of the consummation of the Change in Control transaction, shall constitute a “Termination Pursuant to a Change in Control”:

(A)Executive’s employment is terminated by the Corporation or an acquirer or successor of the Corporation or an acquirer of or successor to the assets of the Corporation without “Good Cause” (as defined below); or

(B)One of the following events occurs and Executive thereafter terminates Executive’s employment:

(i)the nature and scope of Executive’s duties or responsibilities with the Corporation or an acquiror or successor of the Corporation are materially reduced from that which Executive enjoyed immediately prior to the Change in Control; or

(ii)Executive’s base salary immediately prior to the Change in Control is reduced; or

(iii)Executive is assigned, without Executive’s consent, to a principal place of employment which is more than fifty (50) miles from Executive’s principal place of employment immediately prior to the Change in Control.

If any of the events described in Section 1.1(B) occurs and the Executive does not immediately thereafter terminate his employment, any subsequent termination of the Executive’s employment by the Executive following such event or any other event described in Section 1.1 (B) and within five years of the date of any “Change in Control” shall constitute a “Termination Pursuant to a Change in Control.”

For purposes of this Section 1.1, “Good Cause” shall mean (i) the commission of malfeasance in office constituting dishonesty or the commission of a crime or (ii) the willful and continued failure of Executive for a significant period of time to perform substantially Executive’s duties, other than as a result of sickness or disability, after a written demand for substantial performance is delivered to Executive by the Corporation’s Board of Directors which specifically identifies the manner in which the Board of Directors believes that Executive has not substantially performed Executive’s duties.  No act, or failure to act, on Executive’s part shall be considered “willful” unless done, or omitted to be done, by Executive, not in good faith and without reasonable belief that Executive’s action or omission was in the best interest of the Corporation.  The burden of establishing the validity of any termination for Good Cause shall rest upon the Corporation.

1.2.Compensation Upon Termination Pursuant to a Change in Control.  If Executive’s employment is terminated and such termination is a Termination Pursuant to a Change in Control, the Corporation (or any acquiror or successor thereto) shall provide the following to Executive:

(A)(i)A lump sum payment in an amount equal to three (3) times Executive’s compensation as defined in Section 1.2(A)(ii).  The lump sum payment shall be discounted to a present value as of the date of payment, applying the interest rate as set forth by the U.S. Treasury for 6 month Treasury Bonds on the date of payment.  Such payment shall be made as soon as administratively possible after the Termination Pursuant to a Change in Control.

(ii)For purposes of this Section 1.2, compensation shall mean the Executive’s base salary in effect immediately prior to the Change in Control plus the average of any bonuses earned by the Executive with respect to the three (3) fiscal years immediately preceding the date of the Change in Control.

(B)Executive shall be provided with life, disability and accident and health insurance coverages comparable to employer sponsored plan coverages in effect for Executive immediately preceding the Termination Pursuant to a Change

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in Control.  The insurance coverage shall be provided for a period of three (3) years, commencing as of the Termination Pursuant to the Change in Control, but not beyond the date of Executive’s death.  Comparable life, disability and accident and health insurance coverages may be provided to Executive under:  (1) existing plans or programs in which the Executive participates, or (2) through conversion of group coverage pursuant to any group policy in effect, or (3) through other available commercial insurance arrangements, if obtainable, for Executive; provided, however, that to the extent a specific coverage cannot be continued or obtained under either (1), (2) or (3) above, Executive shall not be entitled to continuation of that specific coverage.  Executive shall continue to be responsible for the cost of comparable insurance coverages following his Termination Pursuant to a Change in Control to the same extent as other similarly situated active employees of the Corporation or, if there are no similarly situated employees, then to the same extent, on a percentage of total cost basis, that Executive was responsible for the cost of available insurance coverages prior to the Termination Pursuant to a Change in Control.  With respect to health insurance coverage, Executive’s spouse and/or eligible dependents, if covered under any employer sponsored accident and health insurance plan in effect for Executive as of Executive’s Termination Pursuant to a Change in Control, shall also be provided with health insurance coverage for the three (3) year term set forth above (regardless of Executive’s death prior to the end of the three (3) year term), and under the same cost sharing method as described above.

1.3.Notwithstanding the above or any other provision of this Agreement, no benefit shall be paid to a Participant under this Agreement unless the Executive executes a release in favor of the Corporation which serves to release the Corporation from all known and unknown claims.

1.4.Payments Not Exclusive.  The payments provided by this ARTICLE I shall not affect Executive’s rights to receive any payments or benefits to which Executive may be or become entitled under any other existing or future agreement or arrangement of the Corporation or any successor with the Executive, or under any existing or future benefit plan or arrangement of the Corporation or any successor in which Executive is or becomes a participant, or under which Executive has or obtains rights, including without limitation, any qualified or nonqualified deferred compensation or retirement plans or programs.  Any such rights of Executive shall be determined in accordance with the terms and conditions of the applicable agreement, arrangement or plan.  Notwithstanding the foregoing, the Change in Control benefit provided under this Agreement shall be the sole and exclusive Change in Control benefit which the Executive shall be entitled to receive.  The execution of this Agreement by the Executive will result in the waiver by the Executive of any and all Change in Control benefits the Executive may be entitled to receive under any and all prior agreements and understandings written or otherwise relating to any Change in Control of the Corporation or any subsidiary of the Corporation.

1.5.Withholding for Taxes.  All payments required to be made under this Agreement will be made in accordance with the Corporation’s normal payroll schedule and will

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be subject to withholding of such amounts relating to tax and/or other payroll deductions as may be required by law.

ARTICLE II

DEFINITION OF CHANGE IN CONTROL

2.1.For purposes of this Agreement, the term “Change in Control” shall mean any of the following events occurring after the death of Mrs.  Donald B. Stabler:

(A)any person or more than one person acting as a group (as defined below) other than the Corporation, a subsidiary of the Corporation, an organization exempt from tax under Sections 501(c)(2) or 501(c)(3) of the Code, a trust created under the Will of Donald B. Stabler, an employee benefit plan (or related trust) of the Corporation or a direct or indirect subsidiary of the Corporation, or affiliates of the Corporation (as defined in Rule 12b-2 under the Securities Exchange Act of 1934), acquires ownership of stock of the Corporation representing more than 50% of the combined voting power of the Corporation’s then outstanding stock.  However, if any one person, or more than one person acting as a group, is considered to own more than 50% of the total voting power of stock of the Corporation the acquisition of additional stock by the same person or persons is not considered to cause a change in ownership of the Corporation.  A change in ownership of the Corporation only occurs when there is a transfer or issuance of stock of the Corporation and the stock remains outstanding after the transaction.

(B)the occurrence of, or execution of an agreement providing for, a sale of all or substantially all (more than 40% of the total gross fair market value) of the assets of the Corporation to an entity which is not a direct or indirect subsidiary of the Corporation or a shareholder of the Corporation; or

(C)the occurrence of, or execution of an agreement providing for, a reorganization, merger, consolidation or other similar transaction or connected series of transactions (occurring during a 12-month period) of the Corporation as a result of which either (a) the Corporation does not survive or (b) pursuant to which shares of the Corporation common stock (“Common Stock”) would be converted into cash, securities or other property, unless, in case of either (a) or (b), the holders of Corporation Common Stock immediately prior to such transaction will, following the consummation of the transaction, beneficially own, directly or indirectly, 50% or more of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation surviving, continuing or resulting from such transaction.

For purposes of this Section 2.1, persons will not be considered to be acting as a group solely because they purchase or own stock or purchase assets of the Corporation at the same time.  However, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of assets, or similar

4

transaction, such shareholder is considered to be acting as a group with other shareholders in a corporation only to the extent of the ownership in that corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.

2.2.Notwithstanding anything else to the contrary set forth in this Agreement, if (i) an agreement is executed by the Corporation providing for any of the transactions or events constituting a Change in Control pursuant to this ARTICLE II, and the agreement subsequently expires or is terminated without the transaction or event being consummated, and (ii) a “Termination Pursuant to a Change in Control” (as defined in ARTICLE I hereof) has not occurred prior to such expiration or termination, for purposes of this Agreement (including, without limitation, ARTICLE I hereof) it shall be as though such agreement was never executed and no Change in Control event shall be deemed to have occurred as a result of the execution of such agreement.

ARTICLE III

EXPENSES

3.1.Legal Action.  If Executive determines in good faith that the Corporation or any successor thereto, has failed to comply with its obligations under this Agreement, or if the Corporation or any successor thereto, or any other person takes any action to declare this Agreement void or unenforceable, or institutes any legal action or arbitration proceeding with respect to this Agreement the Corporation hereby irrevocably authorizes Executive from time to time to retain counsel of Executive’s choice, at the expense of the Corporation and, to represent Executive in connection with any and all actions and proceedings, whether by or against the Corporation, any acquirer or successor, or any director, officer, stockholder or other person affiliated with any of the foregoing, which may adversely affect Executive’s rights hereunder.

ARTICLE IV

MISCELLANEOUS

4.1.Termination of Employment.  This Agreement shall not in any way obligate the Corporation to continue the employment of Executive with the Corporation, nor shall this Agreement limit the right of the Corporation to terminate Executive’s employment for any reason.  Prior to the occurrence of a Change in Control as defined herein, Executive’s employment may be terminated at any time by the Corporation, in which case Executive shall have no further rights under this Agreement.

4.2.Binding Effect; Assignment.  This Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective heirs, executors, administrators, successors and, to the extent permitted hereunder, assigns.  All of the obligations of the Corporation hereunder shall be legally binding on any successor to the Corporation, including without limitation, any successor as a result of the consummation of a Change in Control.  The right of Executive to receive payments hereunder may not be assigned, alienated, pledged or otherwise encumbered by Executive and any attempt to do so shall be void and of no force or effect.

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4.3.Entire Agreement; Amendment.  This Agreement represents the entire understanding between the parties hereto with respect to the subject matter hereof and may be amended only by an instrument in writing signed by the parties hereto and approved by the Board of Directors of the Corporation.  This Agreement supersedes and replaces any and all prior Agreements or understandings, written or otherwise, of any description whatsoever, relating to any Change in Control of Corporation.

4.4.Jurisdiction.  The parties hereto consent to the exclusive jurisdiction of the courts of the Commonwealth of Pennsylvania in any and all actions arising hereunder.

4.5.Governing Laws.  This Agreement shall be governed and construed under the laws of the Commonwealth of Pennsylvania, without regard to the conflict of laws principles thereof.

4.6.Unfunded Obligations.  The obligations to make payments hereunder shall be unfunded and Executive’s rights to receive any payments hereunder shall be the same as those of any other unsecured general creditor.

4.7.Individual Agreement.  This Agreement constitutes an agreement solely between the Corporation and Executive named herein.  This Agreement is intended to constitute a non-qualified arrangement for the benefit of a key management employee and shall be construed and interpreted in a manner consistent with such intention.

4.8.Headings.  All headings preceding the text of the several paragraphs hereof are inserted solely for reference and shall not constitute a part of this Agreement, nor affect its meaning, construction or effect.

4.9.Compliance with Section 409A of the Code.  This Agreement is intended to comply with the requirements of Section 409A of the Code, and the Corporation shall administer and interpret this Agreement in accordance with such requirement.  If any provision of this Agreement conflicts with the requirements of Section 409A of the Code, the requirement of Section 409A of the Code shall supersede any such provision.

IN WITNESS WHEREOF, the Corporation has caused this Agreement to be executed and attested to on its behalf by its duly authorized officers, and Executive hereunto has set his hand and seal as of the day and year first above written.

ATTEST:	STABLER COMPANIES, INC.
/s/	By:	/s/
Secretary		(Vice) President
(SEAL)
/s/
WITNESS:	EXECUTIVE
	/s/ Albert S. Schmidt, III
	Albert S. Schmidt, III

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EX-10.27

Exhibit 10.27

AMENDED AND RESTATED
CHANGE IN CONTROL AGREEMENT

AGREEMENT dated as of the 17th day of July, 2007, by and among STABLER COMPANIES INC., a corporation organized and existing under the laws of the Commonwealth of Pennsylvania and having its principal place of business in Harrisburg, Pennsylvania (hereinafter referred to as the “Corporation”), PROTECTION SERVICES, INC., a wholly owned subsidiary of the Corporation (hereinafter referred to as “SUB”), and DOUGLAS B. DANKO (hereinafter referred to as “Executive”).

WHEREAS, Executive is a key senior management employee of SUB and regularly reports to and advises management of SUB and the Corporation regarding the SUB’s business activities;

WHEREAS, the Corporation, SUB and Executive previously entered into an Agreement whereby, in order to induce Executive to continue in employment, the Corporation or SUB agreed to make certain payments to Executive upon termination of Executive’s employment under specific conditions.

WHEREAS, the Corporation, SUB and Executive desire to amend and restate the Agreement.

NOW, THEREFORE, in consideration of the employment of Executive by SUB and intending to be legally bound hereby, Executive, the Corporation and SUB agree as follows:

ARTICLE I

TERMINATION PURSUANT TO A CHANGE IN CONTROL

1.1.Definition: Termination Pursuant to a Change in Control.  Any of the following events occurring during the period commencing with the date of any “Change in Control” (as defined in ARTICLE II hereof) and ending on the fifth anniversary of the date of the consummation of the Change in Control transaction, shall constitute a “Termination Pursuant to a Change in Control”:

(A)Executive’s employment is terminated by the Corporation or SUB or an acquirer or successor of the Corporation or SUB or an acquirer of or successor to the assets of the Corporation or SUB without “Good Cause” (as defined below); or

(B)One of the following events occurs and Executive thereafter terminates Executive’s employment:

(i)the nature and scope of Executive’s duties or responsibilities with the Corporation or SUB or an acquirer or successor of the Corporation or SUB are materially reduced from that which Executive enjoyed immediately prior to the Change in Control; or

(ii)Executive’s base salary immediately prior to the Change in Control is reduced; or

(iii)Executive is assigned, without Executive’s consent, to a principal place of employment which is more than fifty (50) miles from Executive’s principal place of employment immediately prior to the Change in Control.

If any of the events described in Section 1.1 (B) occurs and the Executive does not immediately thereafter terminate his employment, any subsequent termination of the Executive’s employment by the Executive following such event or any other event described in Section 1.1 (B) and within five years of the date of any “Change in Control” shall constitute a “Termination Pursuant to a Change in Control”.

Notwithstanding the foregoing, a Termination Pursuant to a Change in Control will not occur if the Executive’s employment with SUB is terminated and immediately thereafter Executive is hired by the Corporation.  In this case a Termination Pursuant to a Change in Control will not occur any earlier than the date that the Executive’s employment is terminated by the Corporation.

For purposes of this Section 1.1, “Good Cause” shall mean (i) the commission of malfeasance in office constituting dishonesty or the commission of a crime or (ii) the willful and continued failure of Executive for a significant period of time to perform substantially Executive’s duties, other than as a result of sickness or disability, after a written demand for substantial performance is delivered to Executive by the Corporation’s or SUB’s Board of Directors which specifically identifies the manner in which the Board of Directors believes that Executive has not substantially performed Executive’s duties.  No act, or failure to act, on Executive’s part shall be considered “willful” unless done, or omitted to be done, by Executive, not in good faith and without reasonable belief that Executive’s action or omission was in the best interest of the Corporation or SUB.  The burden of establishing the validity of any termination for Good Cause shall rest upon the Corporation or SUB.

1.2.Compensation Upon Termination Pursuant to a Change in Control.  If Executive’s employment is terminated and such termination is a Termination Pursuant to a Change in Control, the Corporation or SUB (or any acquiror or successor thereto) shall provide the following to Executive:

(A)(i)A lump sum payment in an amount equal to three (3) times Executive’s compensation as defined in Section 1.2(A)(ii).  The lump sum payment shall be discounted to a present value as of the date of payment, applying the interest rate as set forth by the U.S. Treasury for 6 month Treasury Bonds on the date of payment.  Such payment shall be made as soon as administratively possible after the Termination Pursuant to a Change in Control.

(ii)For purposes of this Section 1.2, compensation shall mean the Executive’s base salary in effect immediately prior to the Change in Control plus the average of any bonuses earned by the

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Executive with respect to the three (3) fiscal years immediately preceding the date of the Change in Control.

(B)Executive shall be provided with life, disability and accident and health insurance coverages comparable to employer sponsored plan coverages in effect for Executive immediately preceding the Termination Pursuant to a Change in Control.  The insurance coverage shall be provided for a period of three (3) years, commencing as of the Termination Pursuant to the Change in Control, but not beyond the date of Executive’s death.  Comparable life, disability and accident and health insurance coverages may be provided to Executive under; (1) existing plans or programs in which the Executive participates, or (2) through conversion of group coverage pursuant to any group policy in effect, or (3) through other available commercial insurance arrangements, if obtainable, for Executive; provided, however, that to the extent a specific coverage cannot be continued or obtained under either (1), (2) or (3) above, Executive shall not be entitled to continuation of that specific coverage.  Executive shall continue to be responsible for the cost of comparable insurance coverages following his Termination Pursuant to a Change in Control to the same extent as other similarly situated active employees of the Corporation or, if there are no similarly situated employees, then to the same extent, on a percentage of total cost basis, that Executive was responsible for the cost of available insurance coverages prior to the Termination Pursuant to a Change in Control.  With respect to health insurance coverage, Executive’s spouse and/or eligible dependents, if covered under any employer sponsored accident and health insurance plan in effect for Executive as of Executive’s Termination Pursuant to a Change in Control, shall also be provided with health insurance coverage for the three (3) year term set forth above (regardless of Executive’s death prior to the end of the three (3) year term), and under the same cost sharing method as described above.

1.3.Notwithstanding the above or any other provision of this Agreement, no benefit shall be paid to a Participant under this Agreement unless the Executive executes a release in favor of the Corporation and, if applicable the SUB which employs such Executive, which serves to release the Corporation and SUB from all known and unknown claims.

1.4.Payments Not Exclusive.  The payments provided by this ARTICLE I shall not affect Executive’s rights to receive any payments or benefits to which Executive may be or become entitled under any other existing or future agreement or arrangement of the Corporation or SUB or any successor with the Executive, or under any existing or future benefit plan or arrangement of the Corporation or SUB or any successor in which Executive is or becomes a participant, or under which Executive has or obtains rights, including without limitation, any qualified or nonqualified deferred compensation or retirement plans or programs.  Any such rights of Executive shall be determined in accordance with the terms and conditions of the applicable agreement, arrangement or plan.  Notwithstanding the foregoing, the Change in Control benefit provided under this Agreement shall be the sole and exclusive Change in Control benefit which the Executive shall be entitled to receive.  The execution of this Agreement by the Executive will result in the waiver by the Executive of any and all Change in Control benefits the Executive may be entitled to receive under any and all prior agreements and understandings written or otherwise relating to any Change in Control of the Corporation or any subsidiary of the Corporation.

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1.5.Withholding for Taxes.  All payments required to be made under this Agreement will be made in accordance with the Corporation’s or SUB’s normal payroll schedule and will be subject to withholding of such amounts relating to tax and/or other payroll deductions as may be required by law.

ARTICLE II

DEFINITION OF CHANGE IN CONTROL

2.1.For purposes of this Agreement, the term “Change in Control” shall mean any of the following events occurring after the death of Mrs. Donald B. Stabler:

(A)any person or more than one person acting as a group (as defined below) other than the Corporation, a subsidiary of the Corporation, an organization exempt from tax under Sections 501(c)(2) or 501(c)(3) of the Code, a trust created under the Will of Donald B. Stabler, an employee benefit plan (or related trust) of the Corporation or a direct or indirect subsidiary of the Corporation, or affiliates of the Corporation (as defined in Rule 12b-2 under the Securities Exchange Act of 1934), acquires ownership of stock of the Corporation or SUB representing more than 50% of the combined voting power of the Corporation’s or SUB’s then outstanding stock.  However, if any one person, or more than one person acting as a group, is considered to own more than 50% of the total voting power of stock of the Corporation or SUB the acquisition of additional stock by the same person or persons is not considered to cause a change in ownership of the Corporation or SUB.  A change in ownership of the Corporation or SUB only occurs when there is a transfer or issuance of stock of the Corporation or SUB and the stock remains outstanding after the transaction.

(B)the occurrence of, or execution of an agreement providing for, a sale of all or substantially all (more than 40% of the total gross fair market value) of the assets of the Corporation or SUB to an entity which is not a direct or indirect subsidiary of the Corporation or a shareholder of the Corporation; or

(C)the occurrence of, or execution of an agreement providing for, a reorganization, merger, consolidation or other similar transaction or connected series of transactions (occurring during a 12-month period) of the Corporation or SUB as a result of which either (a) the Corporation or SUB does not survive or (b) pursuant to which shares of the Corporation or SUB common stock (“Common Stock”) would be converted into cash, securities or other property, unless, in case of either (a) or (b), the holders of Corporation or SUB Common Stock immediately prior to such transaction will, following the consummation of the transaction, beneficially own, directly or indirectly, 50% or more of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation surviving, continuing or resulting from such transaction.

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For purposes of this Section 2.1, persons will not be considered to be acting as a group solely because they purchase or own stock or purchase assets of the Corporation or SUB at the same time.  However, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of assets, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in a corporation only to the extent of the ownership in that corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.

2.2.Notwithstanding anything else to the contrary set forth in this Agreement, if (i) an agreement is executed by the Corporation or SUB providing for any of the transactions or events constituting a Change in Control pursuant to this ARTICLE II, and the agreement subsequently expires or is terminated without the transaction or event being consummated, and (ii) a “Termination Pursuant to a Change in Control” (as defined in ARTICLE I hereof) has not occurred prior to such expiration or termination, for purposes of this Agreement (including, without limitation, ARTICLE I hereof) it shall be as though such agreement was never executed and no Change in Control event shall be deemed to have occurred as a result of the execution of such agreement.

ARTICLE III

EXPENSES

3.1.Legal Action.  If Executive determines in good faith that the Corporation or SUB, or any successor to either of them, has failed to comply with its obligations under this Agreement, or if the Corporation or SUB or any successor to either of them, or any other person takes any action to declare this Agreement void or unenforceable, or institutes any legal action or arbitration proceeding with respect to this Agreement, each of the Corporation and SUB hereby irrevocably authorizes Executive from time to time to retain counsel of Executive’s choice, at the expense of the Corporation and SUB and, to represent Executive in connection with any and all actions and proceedings, whether by or against the Corporation or SUB, any acquirer or successor, or any director, officer, stockholder or other person affiliated with any of the foregoing, which may adversely affect Executive’s rights hereunder.

ARTICLE IV

MISCELLANEOUS

4.1.Termination of Employment.  This Agreement shall not in any way obligate the Corporation or SUB to continue the employment of Executive with SUB, nor shall this Agreement limit the right of the Corporation or SUB to terminate Executive’s employment for any reason.  Prior to the occurrence of a Change in Control as defined herein, Executive’s employment may be terminated at any time by the Corporation or SUB, in which case Executive shall have no further rights under this Agreement.

4.2.Binding Effect; Assignment.  This Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective heirs, executors, administrators,

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successors and, to the extent permitted hereunder, assigns.  All of the obligations of the Corporation and SUB hereunder shall be legally binding on any successor to the Corporation and SUB, including without limitation, any successor as a result of the consummation of a Change in Control.  The right of Executive to receive payments hereunder may not be assigned, alienated, pledged or otherwise encumbered by Executive and any attempt to do so shall be void and of no force or effect.

4.3.Entire Agreement; Amendment.  This Agreement represents the entire understanding between the parties hereto with respect to the subject matter hereof and may be amended only by an instrument in writing signed by the parties hereto and approved by the Board of Directors of the Corporation.  This Agreement supersedes and replaces any and all prior Agreements or understandings, written or otherwise, of any description whatsoever, relating to any Change in Control of Corporation or SUB.

4.4.Jurisdiction.  The parties hereto consent to the exclusive jurisdiction of the courts of the Commonwealth of Pennsylvania in any and all actions arising hereunder.

4.5.Governing Laws.  This Agreement shall be governed and construed under the laws of the Commonwealth of Pennsylvania, without regard to the conflict of laws principles thereof.

4.6.Unfunded Obligations.  The obligations to make payments hereunder shall be unfunded and Executive’s rights to receive any payments hereunder shall be the same as those of any other unsecured general creditor.

4.7.Individual Agreement.  This Agreement constitutes an agreement solely between the Corporation and Subsidiary and Executive named herein.  This Agreement is intended to constitute a non-qualified arrangement for the benefit of a key management employee and shall be construed and interpreted in a manner consistent with such intention.

4.8.Headings.  All headings preceding the text of the several paragraphs hereof are inserted solely for reference and shall not constitute a part of this Agreement, nor affect its meaning, construction or effect.

4.9.Compliance with Section 409A of the Code.  This Agreement is intended to comply with the requirements of Section 409A of the Code, and the Corporation shall administer and interpret this Agreement in accordance with such requirement.  If any provision of this Agreement conflicts with the requirements of Section 409A of the Code, the requirement of Section 409A of the Code shall supersede any such provision.

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IN WITNESS WHEREOF, the Corporation and SUB have caused this Agreement to be executed and attested to on their respective behalf by their duly authorized officers, and Executive hereunto has set his hand and seal as of the day and year first above written.

ATTEST:	STABLER COMPANIES, INC.
/s/ Kathleen S. OHare	By:	/s/
(Assistant) Secretary		(Vice) President
(SEAL)
ATTEST:	PROTECTION SERVICES, INC.
/s/ Kathleen S. OHare	By:	/s/
(Assistant) Secretary		(Vice) President
(SEAL)
WITNESS:	EXECUTIVE
/s/ Kathleen S. OHare	/s/ Douglas B. Danko
	Douglas B. Danko

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EX-10.28

Exhibit 10.28

AMENDED AND RESTATED
CHANGE IN CONTROL AGREEMENT

AGREEMENT dated as of the 2 day of July, 2007, by and among STABLER COMPANIES INC., a corporation organized and exiting under the laws of the Commonwealth of Pennsylvania and having its principal place of business in Harrisburg, Pennsylvania (hereinafter referred to as the “Corporation”), EASTERN INDUSTRIES, INC., a wholly owned subsidiary of the Corporation (hereinafter referred to as “SUB”), and KIM W. SNYDER (hereinafter referred to as “Executive”).

WHEREAS, Executive is a key senior management employee of SUB and regularly reports to and advises management of SUB and the Corporation regarding the SUB’s business activities;

WHEREAS, the Corporation, SUB and Executive previously entered into an Agreement whereby, in order to induce Executive to continue in employment, the Corporation or SUB agreed to make certain payments to Executive upon termination of Executive’s employment under specific conditions.

WHEREAS, the Corporation, SUB and Executive desire to amend and restate the Agreement.

NOW, THEREFORE, in consideration of the employment of Executive by SUB and intending to be legally bound hereby, Executive, the Corporation and SUB agree as follows:

ARTICLE I

TERMINATION PURSUANT TO A CHANGE IN CONTROL

1.1           Definition:  Termination Pursuant to a Change in Control.  Any of the following events occurring during the period commencing with the date of any “Change in Control” (as defined in ARTICLE II hereof) and ending on the fifth anniversary of the date of the consummation of the Change in Control transaction, shall constitute a “Termination Pursuant to a Change in Control”:

(A)          Executive’s employment is terminated by the Corporation or SUB or an acquirer or successor of the Corporation or SUB or an acquirer of or successor to the assets of the Corporation or SUB without “Good Cause” (as defined below); or

(B)           One of the following events occurs and Executive thereafter terminates Executive’s employment:

(i)            the nature and scope of Executive’s duties or responsibilities with the Corporation or SUB or an acquiror or successor of the Corporation or SUB are materially reduced from that which Executive enjoyed immediately prior to the Change in Control; or

(ii)           Executive’s base salary immediately prior to the Change in Control is reduced; or

(iii)          Executive is assigned, without Executive’s consent, to a principal place of employment which is more than fifty (50) miles from Executive’s principal place of employment immediately prior to the Change in Control.

If any of the events described in Section 1.1(B) occurs and the Executive does not immediately thereafter terminate his employment, any subsequent termination of the Executive’s employment by the Executive following such event or any other event described in Section 1.1(B) and within five years of the date of any “Change in Control” shall constitute a “Termination Pursuant to a Change in Control”.

Notwithstanding the foregoing, a Termination Pursuant to a Change in Control will not occur if the Executive’s employment with SUB is terminated and immediately thereafter Executive is hired by the Corporation.  In this case a Termination Pursuant to a Change in Control will not occur any earlier than the date that the Executive’s employment is terminated by the Corporation.

For purposes of this Section 1.1, “Good Cause” shall mean (i) the commission of malfeasance in office constituting dishonesty or the commission of a crime or (ii) the willful and continued failure of Executive for a significant period of time to perform substantially Executive’s duties, other than as a result of sickness or disability, after a written demand for substantial performance is delivered to Executive by the Corporation’s or SUB’s Board of Directors which specifically identifies the manner in which the Board of Directors believes that Executive has not substantially performed Executive’s duties.  No act, or failure to act, on Executive’s part shall be considered “willful” unless done, or omitted to be done, by Executive, not in good faith and without reasonable belief that Executive’s action or omission was in the best interest of the Corporation or SUB.  The burden of establishing the validity of any termination for Good Cause shall rest upon the Corporation or SUB.

1.2           Compensation Upon Termination Pursuant to a Change in Control.  If Executive’s employment is terminated and such termination is a Termination Pursuant to a Change in Control, the Corporation or SUB (or any acquiror or successor thereto) shall provide the following to Executive:

(A)          (i)            A lump sum payment in an amount equal to three (3) times Executive’s compensation as defined in Section 1.2(A)(ii).  The lump sum payment shall be discounted to a present value as of the date of payment, applying the interest rate as set forth by the U.S.  Treasury for 6 month Treasury Bonds on the date of payment.  Such payment shall be made as soon as administratively possible after the Termination Pursuant to a Change in Control.

(ii)           For purposes of this Section 1.2, compensation shall mean the Executive’s base salary in effect immediately prior to the Change in Control plus the average of any bonuses earned by the Executive with respect to the three (3) fiscal years immediately preceding the date of the Change in Control.

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(B)           Executive shall be provided with life, disability and accident and health insurance coverages comparable to employer sponsored plan coverages in effect for Executive immediately preceding the Termination Pursuant to a Change in Control.  The insurance coverage shall be provided for a period of three (3) years, commencing as of the Termination Pursuant to the Change in Control, but not beyond the date of Executive’s death.  Comparable life, disability and accident and health insurance coverages may be provided to Executive under:  (1) existing plans or programs in which the Executive participates, or (2) through conversion of group coverage pursuant to any group policy in effect, or (3) through other available commercial insurance arrangements, if obtainable, for Executive; provided, however, that to the extent a specific coverage cannot be continued or obtained under either (1), (2) or (3) above, Executive shall not be entitled to continuation of that specific coverage.  Executive shall continue to be responsible for the cost of comparable insurance coverages following his Termination Pursuant to a Change in Control to the same extent as other similarly situated active employees of the Corporation or, if there are no similarly situated employees, then to the same extent, on a percentage of total cost basis, that Executive was responsible for the cost of available insurance coverages prior to the Termination Pursuant to a Change in Control.  With respect to health insurance coverage, Executive’s spouse and/or eligible dependents, if covered under any employer sponsored accident and health insurance plan in effect for Executive as of Executive’s Termination Pursuant to a Change in Control, shall also be provided with health insurance coverage for the three (3) year term set forth above (regardless of Executive’s death prior to the end of the three (3) year term), and under the same cost sharing method as described above.

1.3           Notwithstanding the above or any other provision of this Agreement, no benefit shall be paid to a Participant under this Agreement unless the Executive executes a release in favor of the Corporation and, if applicable the SUB which employs such Executive, which serves to release the Corporation and SUB from all known and unknown claims.

1.4           Payments Not Exclusive.  The payments provided by this ARTICLE I shall not affect Executive’s rights to receive any payments or benefits to which Executive may be or become entitled under any other existing or future agreement or arrangement of the Corporation or SUB or any successor with the Executive, or under any existing or future benefit plan or arrangement of the Corporation or SUB or any successor in which Executive is or becomes a participant, or under which Executive has or obtains rights, including without limitation, any qualified or nonqualified deferred compensation or retirement plans or programs.  Any such rights of Executive shall be determined in accordance with the terms and conditions of the applicable agreement, arrangement or plan.  Notwithstanding the foregoing, the Change in Control benefit provided under this Agreement shall be the sole and exclusive Change in Control benefit which the Executive shall be entitled to receive.  The execution of this Agreement by the Executive will result in the waiver by the Executive of any and all Change in Control benefits the Executive may be entitled to receive under any and all prior agreements and understandings written or otherwise relating to any Change in Control of the Corporation or any subsidiary of the Corporation.

1.5           Withholding for Taxes.  All payments required to be made under this Agreement will be made in accordance with the Corporation’s or SUB’s normal payroll schedule

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and will be subject to withholding of such amounts relating to tax and/or other payroll deductions as may be required by law.

ARTICLE II

DEFINITION OF CHANGE IN CONTROL

2.1           For purposes of this Agreement, the term “Change in Control” shall mean any of the following events occurring after the death of Mrs. Donald B. Stabler:

(A)          any person or more than one person acting as a group (as defined below) other than the Corporation, a subsidiary of the Corporation, an organization exempt from tax under Sections 501(c)(2) or 501(c)(3) of the Code, a trust created under the Will of Donald B. Stabler, an employee benefit plan (or related trust) of the Corporation or a direct or indirect subsidiary of the Corporation, or affiliates of the Corporation (as defined in Rule 12b-2 under the Securities Exchange Act of 1934), acquires ownership of stock of the Corporation or SUB representing more than 50% of the combined voting power of the Corporation’s or SUB’s then outstanding stock. However, if any one person, or more than one person acting as a group, is considered to own more than 50% of the total voting power of stock of the Corporation or SUB the acquisition of additional stock by the same person or persons is not considered to cause a change in ownership of the Corporation or SUB.  A change in ownership of the Corporation or SUB only occurs when there is a transfer or issuance of stock of the Corporation or SUB and the stock remains outstanding after the transaction.

(B)           the occurrence of, or execution of an agreement providing for, a sale of all or substantially all (more than 40% of the total gross fair market value) of the assets of the Corporation or SUB to an entity which is not a direct or indirect subsidiary of the Corporation or a shareholder of the Corporation; or

(C)           the occurrence of, or execution of an agreement providing for, a reorganization, merger, consolidation or other similar transaction or connected series of transactions (occurring during a 12-month period) of the Corporation or SUB as a result of which either (a) the Corporation or SUB does not survive or (b) pursuant to which shares of the Corporation or SUB common stock (“Common Stock”) would be converted into cash, securities or other property, unless, in case of either (a) or (b), the holders of Corporation or SUB Common Stock immediately prior to such transaction will, following the consummation of the transaction, beneficially own, directly or indirectly, 50% or more of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation surviving, continuing or resulting from such transaction.

For purposes of this Section 2.1, persons will not be considered to be acting as a group solely because they purchase or own stock or purchase assets of the Corporation or SUB at the same time.  However, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of assets, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in a corporation only to the extent of the ownership in that corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.

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2.2           Notwithstanding anything else to the contrary set forth in this Agreement, if (i) an agreement is executed by the Corporation or SUB providing for any of the transactions or events constituting a Change in Control pursuant to this ARTICLE II, and the agreement subsequently expires or is terminated without the transaction or event being consummated, and (ii) a “Termination Pursuant to a Change in Control” (as defined in ARTICLE I hereof) has not occurred prior to such expiration or termination, for purposes of this Agreement (including, without limitation, ARTICLE I hereof) it shall be as though such agreement was never executed and no Change in Control event shall be deemed to have occurred as a result of the execution of such agreement.

ARTICLE III

EXPENSES

3.1           Legal Action.  If Executive determines in good faith that the Corporation or SUB, or any successor to either of them, has failed to comply with its obligations under this Agreement, or if the Corporation or SUB or any successor to either of them, or any other person takes any action to declare this Agreement void or unenforceable, or institutes any legal action or arbitration proceeding with respect to this Agreement, each of the Corporation and SUB hereby irrevocably authorizes Executive from time to time to retain counsel of Executive’s choice, at the expense of the Corporation and SUB and, to represent Executive in connection with any and all actions and proceedings, whether by or against the Corporation or SUB, any acquirer or successor, or any director, officer, stockholder or other person affiliated with any of the foregoing, which may adversely affect Executive’s rights hereunder.

ARTICLE IV

MISCELLANEOUS

4.1           Termination of Employment.  This Agreement shall not in any way obligate the Corporation or SUB to continue the employment of Executive with SUB, nor shall this Agreement limit the right of the Corporation or SUB to terminate Executive’s employment for any reason.  Prior to the occurrence of a Change in Control as defined herein, Executive’s employment may be terminated at any time by the Corporation or SUB, in which case Executive shall have no further rights under this Agreement.

4.2           Binding Effect; Assignment.  This Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective heirs, executors, administrators, successors and, to the extent permitted hereunder, assigns.  All of the obligations of the Corporation and SUB hereunder shall be legally binding on any successor to the Corporation and SUB, including without limitation, any successor as a result of the consummation of a Change in Control.  The right of Executive to receive payments hereunder may not be assigned, alienated, pledged or otherwise encumbered by Executive and any attempt to do so shall be void and of no force or effect.

4.3           Entire Agreement; Amendment.  This Agreement represents the entire understanding between the parties hereto with respect to the subject matter hereof and may be

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amended only by an instrument in writing signed by the parties hereto and approved by the Board of Directors of the Corporation.  This Agreement supersedes and replaces any and all prior Agreements or understandings, written or otherwise, of any description whatsoever, relating to any Change in Control of Corporation or SUB.

4.4           Jurisdiction.  The parties hereto consent to the exclusive jurisdiction of the courts of the Commonwealth of Pennsylvania in any and all actions arising hereunder.

4.5           Governing Laws.  This Agreement shall be governed and construed under the laws of the Commonwealth of Pennsylvania, without regard to the conflict of laws principles thereof.

4.6           Unfunded Obligations.  The obligations to make payments hereunder shall be unfunded and Executive’s rights to receive any payments hereunder shall be the same as those of any other unsecured general creditor.

4.7           Individual Agreement.  This Agreement constitutes an agreement solely between the Corporation and Subsidiary and Executive named herein.  This Agreement is intended to constitute a non-qualified arrangement for the benefit of a key management employee and shall be construed and interpreted in a manner consistent with such intention.

4.8           Headings.  All headings preceding the text of the several paragraphs hereof are inserted solely for reference and shall not constitute a part of this Agreement, nor affect its meaning, construction or effect.

4.9           Compliance with Section 409A of the Code.  This Agreement is intended to comply with the requirements of Section 409A of the Code, and the Corporation shall administer and interpret this Agreement in accordance with such requirement.  If any provision of this Agreement conflicts with the requirements of Section 409A of the Code, the requirement of Section 409A of the Code shall supersede any such provision.

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IN WITNESS WHEREOF, the Corporation and SUB have caused this Agreement to be executed and attested to on their respective behalf by their duly authorized officers, and Executive hereunto has set his hand and seal as of the day and year first above written.

ATTEST:	STABLER COMPANIES INC.
/s/ Kathleen S. Ohare	By:	/s/
Secretary		(Vice) President
(SEAL)
ATTEST:	EASTERN INDUSTRIES, INC.
/s/ Kathleen S. Ohare	By:	/s/
Secretary		(Vice) President
(SEAL)
WITNESS:	EXECUTIVE
/s/	/s/ Kim W. Snyder
	Kim W. Snyder

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EX-10.29

Exhibit 10.29

AMENDED AND RESTATED

LEASE AGREEMENT

PART I - BASIC LEASE INFORMATION

THIS AMENDED AND RESTATED LEASE AGREEMENT (“Lease) is made and executed this 28th day of February, 2003, but effective as of February 15, 2001, by and between SOUTH WOODBURY LP, a Pennsylvania limited partnership (“Landlord”) and NEW ENTERPRISE STONE & LIME CO., INC., a Delaware corporation (“Tenant”).

This Lease consists of the following two parts: Part I which sets forth terms defined in this Lease (and certain obligations under the Lease) and which is sometimes referred to as the “Basic Lease Information,” and Part II which provides the terms and conditions of this Lease and which is sometimes referred to as the Lease Terms and Conditions.  Part I and Part II collectively, are referred to as this “Lease.” Capitalized terms not otherwise defined in this Part I - Basic Lease Information shall have the meaning provided in Part II of the Lease.

The Basic Lease Information is as follows:

1.	Landlord:	South Woodbury LP
2.	Tenant:	New Enterprise Stone & Lime Co., Inc.
3.	Permitted Use:	Office uses and any other use permitted by applicable zoning.
4.	Premises:	Tract of land consisting of approximately 15.62 acres situate in South Woodbury Township, Bedford County, Pennsylvania, together with all improvements and appurtenances, including, without limitation, the office building consisting of approximately 70,000 square feet (the “Office Building”) constructed thereon.
5.	Original Term:	Commencing on the Term Commencement Date and ending May 31, 2023.
6.	Term Commencement Date:	February 1, 2003.
7.	Option to Extend:	One five (5) year option.
8.	Option to Purchase:	Tenant shall have an option to purchase the Premises for a purchase price of $11,123,426, which the parties agree is the fair market value of the Premises.

9.	Annual Base Rent:	For the period ending May 31, 2023, $2,003,904 per year. Thereafter, determined in accordance with Section 5.1 of Part II of this Lease.
10.	Monthly Base Rent:	One twelfth (1/12) of Annual Base Rent.
11.	Additional Rent:	All amounts and charges required to be paid by Tenant hereunder (other than Base Rent) as described more particularly in Section 5.2 of Part II of this Lease.
12.	Rent:	Includes both the Base Rent and Additional Rent to be paid by Tenant hereunder.
13.	Landlord’s Address for Notices:	3912 Brumbaugh Road
		P.O. Box 77
		New Enterprise, PA 16664
14.	Tenant’s Address for Notices:	3912 Brumbaugh Road
		P.O. Box 77
		New Enterprise, PA 16664
15.	Exhibit  “A”:	Description of the Premises

IN WITNESS WHEREOF, and intending to be legally bound hereby, Landlord and Tenant have caused this Part I of the Lease to be signed by their duly authorized officers or agents under seal, as of the date set forth above.

					LANDLORD: South Woodbury LP
					By:	NESL II, LLC, its general partner
					By:	New Enterprise Stone & Lime Co., Inc.
						its sole member
2/28/03		By:		/s/ Paul I. Detwiler, III
Date							Print Name: Paul I. Detwiler, III
							Title: Vice President
					TENANT: New Enterprise Stone & Lime Co., Inc.
2/28/03	By:  :		/s/ Paul I. Detwiler, III
Date							Print Name: Paul I. Detwiler, III
							Title: Vice President

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LEASE AGREEMENT

PART II - LEASE TERMS AND CONDITIONS

1.LEASE OF PREMISES.  Landlord hereby leases to Tenant, and Tenant hereby accepts such lease from Landlord, under the terms and conditions set forth in this Lease, the Premises which are identified in the Basic Lease Information.

2.CONDITION OF PREMISES.  The Premises shall be delivered by Landlord to Tenant and Tenant shall accept the Premises, in new condition, substantially complete and broom clean.  Landlord shall have no further obligation to alter, improve, decorate or otherwise prepare the Premises for Tenant’s occupancy.

3.TERM.  Tenant shall have and hold the Premises for the Original Term set forth in Basic Lease Information, beginning on the Term Commencement Date and ending at 11:59 p.m. on the last day of the Original Term, as specified in the Basic Lease Information.  If the Term shall commence or expire on a day which is other than the first day of a calendar month, Rent (as hereafter defined) for such month shall be pro-rated based on a thirty (30) day month.  Landlord shall give Tenant ninety (90) days prior written notice of the Term Commencement Date.

4.OPTION TO EXTEND TERM.  Tenant shall have the right, at its election, to extend the Original Term of this Lease for one five (5) year extension period (“Extension Term”), commencing upon the expiration of the Original Term, provided that Tenant shall give to Landlord notice of the exercise of its election at least ninety (90) days prior to the expiration of the Original Term.  Prior to the exercise by Tenant of the said option to extend the Original Term, the expression “the Term of this Lease” or any equivalent expression shall mean the Original Term; after the exercise by Tenant of any of the aforesaid option, the expression “the Term of this Lease” or any equivalent expression shall mean the Original Term as it may have been extended.  Except as expressly otherwise provided in this Lease, all the agreements and conditions contained in this Lease shall apply to the additional period to which the Original Term shall be extended as aforesaid.  If Tenant shall give notice of the exercise of the option in the manner and within the time provided aforesaid, the Original Term shall be extended upon the giving of the notice without the requirement of any action on the part of Landlord.

5.RENT.

5.1Base Rent.

(a)Amount.

(1)The annual base rent (“Base Rent”) for the Premises for the  Original Term shall be $2,003,904, which the parties agree is the fair market rate for the Premises on the Term Commencement Date.

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(2)Effective on June 1, 2006, and every three (3) years thereafter (“Base Rent Reset Date”), either party may elect to reset the Base Rent to the fair market rate for the Premises on such date.  Such election shall be made by giving the other party at least thirty (30) days written notice prior to such date.

(b)Fair Market Rate.  The fair market rate shall be determined based on the rents being charged on a triple-net basis by landlords in similar office buildings in the geographical market within which the Premises are located as reasonably determined by the parties.  In the event that Landlord and Tenant cannot agree on a fair market rate within thirty (30) days after the Term Commencement Date or Base Rent Reset Date, as the case may be, then each party shall appoint a licensed real estate appraiser who shall deliver a written appraisal of the fair market rate to both parties within sixty (60) days after the Term Commencement Date or Base Rent Reset Date, as the case may be.  If only one of the appraisers delivers an appraisal within such period, such appraisal shall be final and binding on both parties.  If both appraisers deliver appraisals within such period, and the higher is not more than one hundred ten percent (110%) of the lesser, then the average of the two appraisals shall be final and binding on both parties.  If both appraisers deliver appraisals within such period, and the higher is more than one hundred ten percent (110%) of the lesser, then the two appraisers shall appoint a third licensed appraiser.  The third appraiser shall select one of the two appraisals which better reflects the fair market rate for the Premises, and the appraisal so selected shall be final and binding on both parties.

(c)Minimum Rent.  Anything herein to the contrary notwithstanding, however, the Monthly Base Rent shall not be less than 83.13% of the monthly payment due with respect to the Loan made February 28, 2003, in the original principal amount of $11,500,000, by Hollidaysburg Trust Division of Omega Bank, as lender, to Landlord, as borrower.

(d)Monthly Installments.  Tenant shall pay Base Rent in monthly installments, in advance, on the first day of each calendar month during the Term.

5.2Additional Rent.  In addition to Base Rent, Tenant shall pay all sums of money or other charges required to be paid by Tenant under this Lease as additional rent (“Additional Rent”), whether or not same are expressly designated in this Lease as Additional Rent.  All Additional Rent shall be due and payable with each monthly installment of Base Rent unless otherwise provided herein.

5.3Manner of Payment.  Base Rent and Additional Rent (together, “Rent”) payable under this Lease shall be paid in lawful money of the United States of America without prior notice or demand therefore, and without deduction, defense, counterclaim, setoff or abatement except as otherwise provided in subsection 17.2.  Rent shall be paid to Landlord at the address designated for Rent in the Basic Lease Information or such other address as Landlord may notify Tenant in accordance with the procedure for notice set forth in this Lease.

5.4Late Charge on Delinquent Payments.  If any payment of Rent is not paid within ten (10) business days of its due date, Tenant shall pay to Landlord a late charge in the amount of Two Hundred Fifty Dollars ($250) (the “Late Charge”).  This Section 5.4 shall not

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relieve Tenant from its obligation to pay Rent at the times and in the manners herein specified.  Acceptance by Landlord of the Late Charge shall not constitute a waiver of Tenant’s default with respect to said delinquent payment, nor prevent Landlord from exercising any other rights or remedies available to Landlord.

6.NET LEASE - TAXES AND UTILITY CHARGES.

6.1Net Lease.  This Lease is a triple net lease between Landlord and Tenant, and it is the intent of the parties that all costs of ownership and operation of the Premises during the Term hereof shall be paid by Tenant as Additional Rent hereunder, including without limitation the costs and expenses expressly set forth in this Lease but excluding any payments now or hereafter due on account of any indebtedness of Landlord secured by a mortgage on the Premises.

6.2Real Estate Taxes and Utilities Charges.

(a)Obligation.  Without limiting the foregoing, the parties agree that Tenant shall pay as Additional Rent all “Real Estate Taxes” and “Utility Charges” defined as follows:

(1)For purposes herein, “Real Estate Taxes” shall consist of (i) all real estate taxes relating to the Premises; (ii) all charges which may be levied in lieu of real estate taxes; and (iii) all assessments for municipal improvements and other governmental charges of any kind and nature for public improvements, services, benefits, or any other purpose, together with all costs and expenses incurred by Landlord in good faith in contesting, resisting, or appealing any such taxes or assessments, including, without limitation, reasonable legal fees.  Real Estate Taxes shall not include any interest or penalties arising as a result of Landlord’s late payment thereof.

(2)“Utility Charges” shall mean all electricity, water, sewer, cable, telephone or other similar utility charges, and all excises, taxes and fees with respect thereto including, without limitation, license, permit, inspection, authorization and similar fees of utility providers for utility services rendered or furnished to the Premises during the Term of this Lease.  Utility Charges shall not include any interest or penalties arising as a result of Landlord’s late payment thereof.

(b)Payment.  Tenant shall pay all Real Estate Taxes and Utility Charges for the Premises within twenty (20) business days after Tenant’s receipt of Landlord’s invoice therefor.  Landlord’s invoice shall be accompanied by reasonable evidence documenting and supporting the amount of Real Estate Taxes or Utility Charges for which such assessment of Additional Rent is being made.  Landlord agrees to make payment of Real Estate Taxes and Utility Charges in a timely manner.  Tenant’s obligation hereunder for amounts falling due during the Term of this Lease shall survive termination of this Lease.

(c)Direct Billing to Tenant.  At Landlord’s option, Landlord may cause Real Estate Taxes and Utilities Charges, or portions thereof, to be billed directly to Tenant.

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In such case, Tenant agrees to pay all of such amounts promptly when due and shall be responsible for any interest or penalty as a result of the delinquent payment thereof as well as any loss suffered by Landlord as a result of such delinquency.  Within ten (10) business days after Landlord’s request made from time to time at Landlord’s discretion, Tenant shall provide evidence reasonably satisfactory to Landlord (such as in the form of receipts marked as paid) that all of such Real Estate Taxes and Utility Charges separately billed to Tenant are current without delinquency.

6.3Availability of Utilities and Services.   Tenant acknowledges that Landlord is not responsible to Tenant for any disruption or inadequacy of utilities services during the Term except to the extent caused solely by the gross negligence or willful misconduct of Landlord or Landlord’s Agents (as hereafter defined).  In this regard, Landlord does not warrant that any services supplied to the Premises will not be interrupted.  Services may be interrupted because of accidents, repairs, alterations, improvements, or any reason beyond the reasonable control of Landlord.  Any such interruption shall not make Landlord liable to Tenant for damages, nor constitute a constructive eviction or entitle Tenant to a rent abatement unless same shall have been caused solely by the gross negligence or willful misconduct of Landlord or Landlord’s Agents.

7.REPAIRS AND MAINTENANCE OF THE PREMISES.

7.1Landlord’s General Obligations.  Landlord shall, at Landlord’s expense, perform all replacements and repairs necessary to maintain the roof, load bearing walls,  foundation, downspouts and gutters of the Building in good repair and proper working order.  Landlord shall give Tenant 48 hours advance notice of the scope and necessity of any work to be performed by Landlord; provided, however, in the event of an emergency, Landlord, without advance notice to Tenant, is authorized to undertake such “temporary” corrective action as is necessary to abate the emergency until Landlord can give the required notice to Tenant of the “permanent” corrective action to be undertaken by Landlord. Landlord shall promptly perform all necessary repairs in a good and workmanlike manner in compliance with all applicable laws.

7.2Tenant’s General Obligations.  Tenant, at Tenant’s expense, shall perform all repairs and replacements and all routine maintenance necessary to maintain the interior, non-structural components of the Premises and all major building systems in good repair and proper working condition.  In addition, Tenant shall, at Tenant’s expense, perform all major repairs (such as resurfacing) necessary to maintain the private roadways and parking areas in proper working order (if any).  Without limiting the foregoing, Tenant’s obligations hereunder shall include repairs, maintenance and replacements of windows, doors, overhead doors, floors, electric and heating, ventilating and air conditioning equipment and systems, waste disposal and plumbing systems, and all other mechanical elements and systems serving the Premises.  Tenant shall also (a) perform all minor repairs (such as sealing) necessary to maintain the private roadways and parking areas in proper working order (if any), (b) perform responsible leaf, snow and ice clearing and removal, (c) perform lawn maintenance and landscaping and (d) generally keep the Premises in a clean, sanitary, orderly and safe condition.  Tenant shall promptly perform all necessary repairs in a good and workmanlike manner in compliance with all applicable laws.

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8.USE AND COMPLIANCE WITH LAWS.

8.1Permitted Use.  Tenant shall use the Premises only for the Permitted Use set forth in the Basic Lease Information and uses incidental thereto.  Tenant shall not permit the Premises to be vacant nor shall Tenant permit the Premises to be used for any illegal purpose or in any manner which would tend to damage any portion thereof.  Landlord represents and warrants that the Premises may be utilized for the Permitted Use under applicable zoning laws, and that the Premises are in compliance with all applicable federal, state and local laws and regulations.

8.2Hazardous Materials.

(a)Landlord’s Representation.  Landlord represents, warrants, covenants and agrees that to the best of Landlord’s knowledge, information and belief after due inquiry and investigation, the Premises do not contain any asbestos or any building materials containing asbestos, nor shall Landlord permit any such materials containing asbestos to be installed within the Premises at any time during the Term of this Lease.  Landlord further represents, warrants, covenants and agrees to the best of Landlord’s knowledge, information and belief after due inquiry and investigation, no portion of the land constituting the Premises (including, without limitation, the surface and subsurface thereof) was ever used for the dumping or storage of any pollutants, dangerous substances, toxic substances, hazardous wastes, hazardous materials, or hazardous substances as defined in or pursuant to the Resource Conservation and Recovery Act (42 U.S.C. Section 6901, et seq.) (“RCRA”) as amended, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. Section 9601, et seq. (“CERCLA”) as amended, or any other federal, state or local environmental law, ordinance, rule or regulation or legal requirement, including, without limitation, laws relating to emissions, discharges, releases or threatened releases or pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes into the environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes.  All such pollutants, contaminants, chemicals, dangerous substances, toxic substances, radioactive substances, hazardous wastes, hazardous materials, or hazardous substances are herein referred to as “Hazardous Materials.”  Landlord shall not permit any dumping or storage on, in, under, or about the Premises of any Hazardous Materials during the Term of this Lease.

(b)Delivery of Environmental Reports.  Copies of any and all environmental reports relating to the Premises in Landlord’s possession shall be delivered to Tenant prior to Tenant’s execution of this Lease.  Tenant shall have the right to cause a Phase I environmental report of the Premises to be prepared before the execution of this Lease by the parties.

8.3Compliance with Applicable Laws.  Tenant shall comply with all applicable federal, state or local environmental laws, ordinances, rules or regulations or legal requirements as well as all judicial orders and the requirements of any Board of Fire

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Underwriters (or any other body exercising similar functions) as are in effect during the Term of this Lease including, without limitation, those relating to Hazardous Materials and occupational safety and health.  At all times during this Lease, Tenant shall maintain and comply with all permits, licenses or other authorizations required by any governmental authority or agency for Tenant’s occupancy or operations at the Premises.

8.4Notice of Violations.  Landlord and Tenant shall each promptly notify the other party of any violation of any applicable law which is alleged to have been committed at the Premises and shall forward to the other party copies of any written communications, complaints, citations or other notices relating to the condition of the Premises or compliance with applicable laws (“Action Notice”).  The responsible party promptly shall respond to any Action Notice, cure any violation of applicable laws and have dismissed any legal action commenced against the other party or the Premises to the satisfaction of the other party.  Prior to undertaking same, however, the responsible party shall propose to the other its intended course of action and proceed only with the other party’s approval of same, which shall not be deemed to be such party’s guarantee that such action is appropriate nor impose any liability for same on such party.

8.5Indemnification.

(a)Landlord shall indemnify, defend (with legal counsel reasonably selected by Tenant) and hold harmless Tenant from and against any and all claims, legal or equitable, damages for personal injury (including death) or harm to property (real or personal), liabilities, penalties, fines and costs (including without limitation, investigation and remediation costs, sums paid in private rights of action or in settlement of claims, reasonable legal fees, consultant fees and expert fees) and damages (1) caused by or resulting from any act, omission or negligence of Landlord or Landlord’s Agents, or (2) any condition at the Premises predating the Term Commencement Date, no matter how caused, or (3) arising out of or in any way connected to any condition caused or created by Landlord’s failure to comply with its obligations under this subsection 8.5(a).

(b)Tenant shall indemnify, defend (with legal counsel reasonably selected by Landlord) and hold harmless Landlord from and against any and all claims, legal or equitable, damages for personal injury (including death) or harm to property (real or personal), liabilities, penalties, fines and costs (including without limitation, investigation and remediation costs, sums paid in private rights of action or in settlement of claims, reasonable legal fees, consultant fees and expert fees) and damages (1) caused by or resulting from any act, omission or negligence of Tenant or Tenant’s Agents (as hereafter defined), or (2) arising out of or in any way connected to any condition caused or created by Tenant’s failure to comply with its obligations under this subsection 8.5(b).

8.6Survival.  The provisions of this Section 8 shall survive the scheduled expiration or earlier termination of this Lease.

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9.INSURANCE.

9.1Tenant’s Required Coverage.

(a)Tenant, at Tenant’s sole cost and expense, shall carry and maintain during the Term of this Lease the following types of insurance, in the amounts and form hereinafter provided:

(1)Public Liability and Premises Damage.  Commercial General Liability insurance with a combined single limit of not less than One Million Dollars ($1,000,000) or such larger amount as may hereafter be reasonably requested from time to time by Landlord, insuring against any and all liability with respect to the Premises or arising out of Tenant’s maintenance, use or occupancy thereof.

(2)Fire and Casualty.  Insurance on the entire Building and Premises against loss or damage by fire, explosion, windstorm and such other hazards, risks and contingencies as are from time to time customarily covered by standard “extended coverage” endorsements and typically carried by prudent owners of comparable buildings in the geographical market within which the Building is located.  Such insurance shall be in an amount not less than that required to replace the Building and the Premises at the then current replacement cost determined from time to time by appraisal of the insurer. 7

(3)Tenant’s Property and Improvements.  Insurance providing protection against perils included within the classification of “Fire and Extended Coverage,” which includes insurance against sprinkler damage, theft, vandalism and malicious mischief, covering all property owned by Tenant which is located at the Premises, Tenant’s trade fixtures, merchandise and personal property from time to time in, or upon the Premises, and all personal property of others in Tenant’s possession, in an amount not less than the full replacement cost thereof without deduction for depreciation as customarily carried by tenants of similar properties.

(4)Rent Loss Insurance.  Rental value or similar insurance against abatement or loss of rent in an amount equal to the Base Rent payable by Tenant to Landlord for one lease year.

(b)Policy Form.  All policies of insurance required to be carried by Tenant hereunder shall be issued by insurance companies with general policyholders’ rating of not less than A as rated in the most current available “Best’s Insurance Guide” and qualified to do business in the state in which the Premises is located.  All policies shall be in form and content reasonably acceptable to Landlord and the Commercial General Liability policy shall name Landlord as an additional insured.  Each policy shall provide that the company writing said policy shall give to Landlord written notice not less than thirty (30) days in advance of any cancellation or nonrenewal of such insurance coverage.  All policies shall be written as primary policies, not contributing with, and not in excess of coverage which Landlord may carry.

(c)Delivery of Policies.  Certified copies of such policies of insurance or certificates thereof shall be delivered to Landlord prior to Tenant’s possession of the Premises, and thereafter no later than thirty (30) days prior to the expiration of the term of such policy.  As often as any such policy shall expire or terminate, renewal or additional policies shall be procured and maintained by Tenant in like manner and to like extent.  Tenant shall permit

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Landlord at all reasonable times to inspect the policies of insurance required to be maintained by Tenant hereunder.

(d)Blanket Policy.  Notwithstanding anything to the contrary contained within this Section 9, Tenant’s obligations to carry the insurance herein required may be provided through a blanket policy of insurance carried and maintained by Tenant; provided, however, that (1) Landlord shall be named as an additional insured thereunder, (2) the coverage afforded Landlord will not be reduced or diminished by reason of the use of such blanket policy of insurance and (3) the requirements set forth herein are satisfied.

9.2Landlord’s Required Coverage.  Landlord shall not be required to obtain or maintain any insurance on the Building or the Premises, or the activities conducted thereon.

9.3Waiver of Subrogation.

(a)Tenant, for itself and any party claiming through or under Tenant by way of subrogation or otherwise, hereby waives any claims against Landlord for loss or damage to property covered by insurance, even if such loss or damage shall have been caused by the fault or negligence of Landlord or anyone for whom Landlord may be responsible.

(b)Landlord, for itself and any party claiming through or under Landlord by way of subrogation or otherwise, hereby waives any claim against Tenant, its officers, directors, partners, shareholders or employees, for loss or damage to property covered by insurance, even if such loss or damage shall have been caused by the fault or negligence of Tenant or anyone for whom Tenant may be responsible.

(c)The waivers made pursuant to this subsection 9.3 shall be effective, however, only if and with respect to any loss or damage occurring during such time as the insured party’s policy or policies of insurance covering said loss or damage shall contain a waiver of the insurer’s right of subrogation and a provision to the effect that such waiver shall not adversely affect or impair said insurance or prejudice the right of the insured to recover thereunder (“Validation Provision”).  Tenant shall cause its insurers to include in their respective policies a Validation Provision which has the same effect as the foregoing.  If the waivers created by this subsection 9.3 shall be determined to contravene any law with respect to exculpatory agreements and are thereby rendered unenforceable, the liability of the party in question shall be deemed not released but shall be secondary to the other’s insurer.

10.FIRE OR CASUALTY.

10.1Insured Casualty.

(a)In case of damage to the Premises by a risk required herein to be insured against by Landlord, Landlord, unless it shall otherwise elect as hereinafter provided, shall repair the Premises to substantially the condition which existed prior to such damage, with reasonable dispatch after receiving from Tenant written notice that damage has occurred.

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(b)If the damage is such as to render the Premises untenantable, as reasonably determined by the parties, Rent shall abate in proportion to the portion of the Premises affected by such damage or of which Tenant has been deprived use as a result of such damage or destruction, as reasonably determined by the parties.  Such abatement shall commence as of the date of such damage and end when restoration of the Premises is substantially completed or Tenant’s business is totally resumed.

10.2Damage Near End of Term.  Notwithstanding any provision of this Lease to the contrary, Landlord shall not have any obligation whatsoever to repair, reconstruct or restore the Premises when the damage or destruction occurs during the last year of the Term of this Lease (including any exercised extension thereof) and the damage or destruction will require more than ninety (90) days to repair, reconstruct or restore.  In such event, Landlord and Tenant shall each have the option to terminate this Lease in which case Rent shall abate as of the date said damage occurred.

11.EMINENT DOMAIN.

11.1Termination Rights.  If such portion of the Premises is condemned or taken by any governmental body or by any other body or agency possessing the power of condemnation as, in the reasonable determination of Landlord or Tenant, substantially impairs the use or occupancy by Tenant of the Premises or access thereto or either party’s ability to perform its obligations under this Lease (“Substantial Taking”), then either party shall have the right to terminate this Lease effective as of the date that possession is required to be surrendered to said authority.  If either party determines that a Substantial Taking is to occur, then such party shall so notify the other in writing.  Either party shall then have the right to terminate this Lease by written notice delivered to the other within sixty (60) days after delivery of the notice of a Substantial Taking.  The failure of Tenant or Landlord to deliver a termination notice within the time limit set forth above shall be conclusively construed as such party’s agreement for this Lease to continue.

11.2Repair and Rent Adjustment.  If a Substantial Taking is not to occur or if neither party terminates this Lease under subsection 11.1 above, Landlord shall promptly restore the Premises to substantially the same condition prior to such condemnation (less the portion thereof lost in such condemnation); and Rent shall be proportionately reduced by the portion of the Premises of which Tenant shall have been deprived on account of said condemnation, as reasonably determined by Landlord and Tenant, such adjustment to be effective as of the date possession is required to be surrendered to the condemning authority.

11.3Temporary Condemnation.  If such condemnation or taking is for temporary use only, this Lease shall continue in full force and effect, and Landlord and Tenant shall continue to comply with all of the provisions hereof, except as such compliance shall be rendered impossible or impracticable by reason of such temporary taking.  Rent shall abate during the course of a temporary taking of the Premises or a portion thereof to the extent and for the period of time that the Premises or portion thereof so taken shall have been rendered untenantable.

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11.4Condemnation Awards.  Tenant shall not be entitled to receive any part of any award or awards that may be made to or received by Landlord relating to loss of the Premises or any part thereof, and Tenant hereby assigns to Landlord any share of such award as may be granted to Tenant.  Notwithstanding the foregoing sentence, Tenant, at its sole cost and expense, may pursue independent proceedings against the public authority exercising the power of condemnation to prove and establish any damage Tenant may have sustained relating to Tenant’s business and relocation expenses.

12.ALTERATIONS.

12.1Consent Required.

(a)Except as hereafter provided, Tenant shall not make any alterations, additions or improvements to the Premises including, without limitation, to the building systems (“Alteration” or “Alterations”) without the prior written consent of Landlord which consent may not be unreasonably withheld, conditioned or delayed.  In no event shall any Alteration weaken the structure of or impair the Building of which the Premises are a part.

(b)In connection with any request for Landlord’s consent, Tenant shall deliver to Landlord full and complete plans and specifications of the proposed Alteration.  Landlord shall be deemed to have approved any plans and specifications submitted by Tenant if Landlord does not reject the same, with reasonably detailed written comments, within ten (10) days following any such submission by Tenant.  By approving any request for an Alteration, Landlord does not expressly or implicitly covenant or warrant that the plans and specifications for such Alteration are accurate, safe or sufficient, or that the same comply with any applicable laws, ordinances, building codes, zoning requirements and like regulations (“Building Standards”).  Tenant shall be solely responsible for compliance with the Building Standards and for obtaining all necessary permits and governmental approvals, including a Certificate of Occupancy upon completion of the Alterations, if required by the municipality in which the Premises are located.  All Alterations (and restoration of the Premises following removal of same when permitted or required hereunder) shall be done in a good and workmanlike manner in compliance with the Building Standards and conditions of any permits and approvals.

12.2Permitted Tenant Alterations.  Landlord’s consent shall not be required for any Tenant Alterations (“Permitted Tenant Alterations”) which: (a) do not adversely impact the structural integrity of the Premises or the systems serving the Premises or their operation, (b) are not visible from the exterior of the Premises and (c) cost not more than $50,000 each to complete.  Unless, however, Landlord’s prior written consent was obtained to a Permitted Tenant Alteration, Landlord may require the removal of any Permitted Tenant Alteration upon the termination of this Lease.  Notwithstanding the foregoing, with respect to Permitted Tenant Alterations for which a building permit is required, no work shall be performed until Tenant provides notice to Landlord that Tenant will be undertaking such Permitted Tenant Alteration, which notice describes in reasonable detail the scope of the Permitted Tenant Alteration.  Tenant’s delivery to Landlord of a copy of Tenant’s application for a building permit shall be deemed to satisfy the foregoing description of the scope of the Permitted Tenant Alteration.

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12.3Removal at Lease Termination.  All Alterations shall remain on the Premises at the termination of this Lease and shall become the property of Landlord, unless Landlord, at the time it consented to the Alteration, required same to be removed at the termination of this Lease or if such Alteration was made in violation of this Section 12.  In such case, Tenant, at Tenant’s sole cost and expense, shall remove the Alteration and repair all damage resulting from such removal and shall restore the affected areas to a condition reasonably compatible with the remainder of the Premises or, at Tenant’s option, shall pay to Landlord all costs necessary to accomplish such removal and restoration.

13.SIGNS.

Subject to applicable zoning requirements, Tenant, at its expense, may install and maintain signs upon the interior and exterior of the Premises.

14.INDEMNIFICATION AND LIMITATION OF LIABILITY.

14.1Indemnification.

(a)Tenant shall indemnify, defend (with legal counsel reasonably selected by Landlord), and hold harmless Landlord from and against liability whatsoever which may be imposed upon, incurred by, or asserted against Landlord by reason of any of the following which shall occur during the Term of this Lease: (1) occupancy and/or use of the Premises by Tenant or its agents, employees, contractors or subcontractors (“Tenant’s Agents”); (2) any repairs or Alterations or other work or act done in, on or about the Premises made by, or at the direction of Tenant or Tenant’s Agents, except if such work or act is done or performed by Landlord or its agents, employees, contractors or subcontractors (“Landlord’s Agents”); (3) any accident, injury or damage to persons (including bodily injury and death) or property (real or personal) occurring in, on or about the Premises, but not if caused solely by the gross negligence or willful misconduct of Landlord or Landlord’s Agents; and (4) any failure on the part of Tenant to perform or comply with any provision of this Lease.  Without limiting the generality of the foregoing, Tenant’s obligations hereunder shall include all damages, obligations, penalties, fines, liens, claims, reasonable fees for legal counsel reasonably selected by Landlord, investigation costs, remediation costs and all other reasonable costs and expenses incurred by Landlord.  Tenant shall not settle or compromise any such liability for which indemnification is sought hereunder without first obtaining Landlord’s prior written consent, which Landlord may withhold in its sole discretion.

(b)Landlord shall indemnify, defend (with legal counsel reasonably selected by Tenant), and hold harmless Tenant from and against liability whatsoever which may be imposed upon, incurred by, or asserted against Tenant by reason of any of the following which shall occur during the Term of this Lease: (1) ownership and/or use of the Building by Landlord or Landlord’s Agents; (2) any repairs or alterations or other work or act done in, on or about the Premises or the Building made by, or at the direction of Landlord or Landlord’s Agents, except if such work or act is done or performed by Tenant or Tenant’s Agents; (3) any accident, injury or damage to persons (including bodily injury and death) or property (real or personal) occurring in, on or about the Building, but not if caused solely by the gross negligence

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or willful misconduct of Tenant or Tenant’s Agents; and (4) any failure on the part of Landlord to perform or comply with any provision of this Lease.  Without limiting the generality of the foregoing, Landlord’s obligations hereunder shall include all damages, obligations, penalties, fines, liens, claims, reasonable fees for legal counsel reasonably selected by Tenant, investigation costs, remediation costs and all other reasonable costs and expenses incurred by Tenant.  Landlord shall not settle or compromise any such liability for which indemnification is sought hereunder without first obtaining Tenant’s prior written consent, which Tenant may withhold in its sole discretion.

14.2Waiver of Landlord’s Lien.  Neither the Landlord nor any party claiming by, through or under Landlord shall have any lien for the performance of any obligations of Tenant upon any trade fixtures, machinery or equipment, or goods, wares or merchandise or other personal property (collectively, “Tenant’s Property”) and Landlord, for itself and any party claiming by, through or under Landlord, hereby expressly waives the provisions of any law giving to it such a lien.

14.3Limitation on Damages.  Notwithstanding anything contained herein to the contrary, neither Landlord nor Tenant, nor any of their respective shareholders or past, present, or future board members, trustees, directors, partners, members, officers, employees, agents, representatives, advisors or any of them, shall under any circumstances be liable for exemplary, punitive, consequential or indirect damages arising out of, or in connection with, this Lease.

14.4Survival.  This Section 14 shall survive the termination of this Lease with respect to any damage, injury, death or claim occurring before such termination, irrespective of when such claim is presented.

15.ASSIGNMENT AND SUBLEASING.

15.1General Provisions.

(a)Except as hereafter provided, Tenant shall not sell, assign, transfer, mortgage, pledge, or sublease the Premises, or any part thereof, nor permit occupancy of the Premises by any party other than Tenant, without Landlord’s prior written consent which consent shall not be unreasonably withheld, conditioned or delayed.  For purposes of this Lease, any merger, consolidation, or sale or transfer of a controlling interest in Tenant (being 51% or more, whether accomplished in a single transaction or in a series of transactions) or a sale of substantially all of the assets of Tenant shall be deemed an assignment of this Lease.  All of the foregoing events described in this Section shall be deemed to be a “Transfer.”

(b)In the event that Landlord’s consent is required, Tenant shall deliver to Landlord its request in writing along with notice as to (1) the identity, business and financial condition of the proposed subtenant or assignee, (2) the terms and conditions of the proposed sublease or assignment, and (3) the nature of the use of the Premises proposed by such assignee or subtenant.  Tenant shall deliver such further information as Landlord may reasonably request to make its decision.  Landlord shall be deemed to have approved any Transfer requested

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by Tenant if Landlord does not reject the same, with reasonably detailed written comments, within ten (10) days following any such request by Tenant.

(c)If Landlord consents to any Transfer, Landlord shall be provided with a written agreement evidencing same which is reasonably acceptable in form and content to Landlord and by which the transferee assumes all obligations of Tenant hereunder.  The foregoing shall apply to any Transfer, even if Landlord has not consented thereto, but application thereof by Landlord shall not be deemed to release Tenant of liability for failure to obtain Landlord’s consent or otherwise be deemed to prejudice Landlord’s rights hereunder.

(d)No Transfer shall relieve Tenant of any obligation under this Lease, and any purported Transfer undertaken without Landlord’s consent shall be void at Landlord’s option and constitute an Event of Default hereunder.  Landlord’s consent to any Transfer shall not constitute a waiver of the necessity of such consent to any subsequent Transfer.

(e)The prohibitions in this Lease against assignment or sublease by Tenant shall be construed to include assignments by operation of law or by voluntary assignment or for the benefit of creditors or which might otherwise be affected or accomplished by bankruptcy, receivership, attachment, execution or other judicial process or proceeding.  If any assignment for the benefit of its creditors shall be made by Tenant, or if a voluntary or involuntary petition in bankruptcy or for reorganization, or for an arrangement shall be filed by or against Tenant, or if Tenant shall be adjudicated a bankrupt or insolvent, or if a receiver is appointed for Tenant or for all or a substantial part of its property, or if any such assignment or transfer by operation of law shall occur, then and in any such event, Landlord shall have the option to immediately terminate this Lease by written notice to Tenant.

15.2Permitted Tenant Transfers.  Landlord’s consent shall not be required for any Transfers (“Permitted Tenant Transfers”) to any entity controlling, controlled by or under common control with Tenant, to the surviving entity in connection with a merger, consolidation, or other business combination involving Tenant, or in connection with the sale or acquisition of all or substantially all of the assets or stock (or other ownership interests) of Tenant.  Additionally, Landlord’s consent shall not required in connection with a public offering of Tenant’s stock or any subsequent “taking private” of Tenant.

16.DEFAULT OF TENANT.

16.1Events of Default.   If Tenant shall (a) default in the payment of Rent or any other sum of money payable by Tenant to Landlord and if Tenant shall fail to cure said default within ten (10) days after receipt of notice of said default from Landlord, or (b) default in the performance or observance of any other agreement or condition on its part to be performed or observed and if Tenant shall fail to cure said default within thirty (30) days after receipt of notice of said default from Landlord (or if said default shall reasonably require longer than thirty (30) days to cure, if Tenant shall fail to undertake said cure within said initial thirty (30) day period following receipt of Landlord’s notice and thereafter diligently prosecute said cure to completion) then in any of said cases and without waiving any claim for breach of agreement,

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Landlord may send written notice to Tenant of the termination of the Term of this Lease, and, on the thirtieth (30th) day next following the date of the sending of the notice, this Lease shall terminate unless said default is cured prior to the expiration of said thirty (30) day period.

16.2Remedies.   In case of any such termination, Tenant shall indemnify Landlord against all loss of Rent and other payments provided herein to be paid by Tenant to Landlord between the time of termination and the expiration of the Term of this Lease.  It is understood and agreed that at the time of the termination or at any time thereafter Landlord may relet the Premises, and for a term which may expire after the expiration of the Term of this Lease, without releasing Tenant from any liability whatsoever, that Tenant shall be liable for any commercially reasonable expenses incurred by Landlord in connection with obtaining possession of the Premises and in connection with any reletting or unsuccessful efforts at such reletting, including, without limitation, reasonable attorneys’ fees and reasonable brokers’ fees, and that any monies collected from any reletting shall be applied first to the foregoing expenses and then to payment of Rent and all other payments due from Tenant to Landlord.  Landlord agrees to use its best efforts to so relet the Premises.  Said indemnification of Landlord by Tenant shall be accomplished by payments made on the days on which said Rent and other payments would have been due and payable hereunder were this Lease not terminated; and said indemnification (payable as aforesaid) shall constitute Tenant’s sole liability to Landlord by reason of any such termination of this Lease.

17.SELF-HELP.

17.1Landlord’s Self-Help Rights.   If Tenant shall default in the performance or observance of any agreement or condition of this Lease on its part to be performed or observed other than an obligation to pay money and shall not cure such default within thirty (30) days after notice from Landlord specifying the default (or if such default is of such nature as same cannot be cured within said thirty (30) day period, Tenant shall not commence to cure such default within the said thirty (30) day period and thereafter prosecute the curing of such default to completion with due diligence), Landlord may, at its option, without waiving any claim for breach of agreement, at any time thereafter cure such default for the account of Tenant, and any amount paid or any contractual liability incurred by Landlord in so doing shall be deemed paid or incurred for the account of Tenant, and Tenant agrees to reimburse Landlord therefor or save Landlord harmless therefrom; provided that Landlord may cure any such default as aforesaid prior to the expiration of said waiting period but after notice to Tenant, if the curing of such default prior to the expiration of said waiting period is reasonably necessary to protect the real estate or Landlord’s interest therein, or to prevent injury or damage to persons or property.  If Tenant shall fail to reimburse Landlord upon demand for any amount paid for the account of Tenant hereunder, said amount shall be added to and become due as a part of the next payment of Rent due hereunder.

17.2Tenant’s Self-Help Rights.   If Landlord shall default in the performance or observance of any agreement or condition of this Lease on its part to be performed or observed, or shall default in the payment of any tax or other charge which shall be a lien upon the Premises, or in the payment of any installment of principal or interest upon any mortgage which shall be prior in lien to the lien of this Lease and if other than an obligation to pay money,

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Landlord shall not cure such default within thirty (30) days after notice from Tenant specifying the default (or if such default is of such nature as same cannot be cured within said thirty (30) day period, Landlord shall not commence to cure such default within the said thirty (30) day period and thereafter prosecute the curing of such default to completion with due diligence), Tenant may at its option, without waiving any claim for damages for breach of agreement, at any time thereafter cure such default for the account of Landlord, and any amount paid or any contractual liability incurred by Tenant in so doing shall be deemed paid or incurred for the account of Landlord, and Landlord agrees to reimburse Tenant therefor or save Tenant harmless therefrom; provided that Tenant may cure any such default as aforesaid prior to the expiration of said waiting period, but after said notice to Landlord, if the curing of such default prior to the expiration of said waiting period is reasonably necessary to protect the real estate or Tenant’s interest therein, to prevent injury or damage to persons or property, or to enable Tenant to conduct its business in the Premises.  If Landlord shall fail to reimburse Tenant upon demand for any amount paid by Tenant, for the account of Landlord hereunder, said amount may be deducted by Tenant from the next or any succeeding payments of Base Rent, Additional Rent or other charges due hereunder.

18.SURRENDER AT LEASE TERMINATION.  Upon the scheduled expiration or earlier termination of this Lease, Tenant shall promptly surrender to Landlord the Premises, together with all building apparatus, machinery, replacements to mechanical and other systems serving the Premises, Alterations and fixtures (other than Tenant’s trade fixtures) situated thereon, except for items which Landlord, in writing, may have permitted or required Tenant to remove at the termination of this Lease.  Tenant shall return the Premises in substantially the same condition as the Premises were delivered to Tenant at the commencement of this Lease, reasonable wear and tear and casualty loss excepted.

19.HOLD OVER.  Tenant may elect to holdover the Premises for a period of up to 180 days (“Holdover Period”) upon six (6) months prior written notice to Landlord.  Holdover rent during the Holdover Period shall be calculated as follows: (a) during the first 60 days of the Holdover Period shall be at a rate equal to 115% of the Base Rent in effect immediately prior to the commencement of the Holdover Period; (b) during the next 60 days of the Holdover Period shall be at a rate equal to 130% of the Base Rent in effect immediately prior to the commencement of the Holdover Period; and (c) during the final 60 days of the Holdover Period shall be at a rate equal to 150% of the Base Rent in effect immediately prior to the commencement of the Holdover Period.  This adjustment to Rent shall be liquidated damages (and not a penalty) and the sole right and remedy of Landlord for monetary damages resulting from a holdover.  Tenant shall have no right to renew the Holdover Period.  The Holdover Period will not constitute a part of the Original Term or the Extension Term, and the time periods based upon expiration of the Original Term or the Extension Term must be calculated without regard to the Holdover Period.

20.SUBORDINATION.

20.1Subordination.  Tenant’s rights hereunder are subordinate to the lien of  any mortgage or deed of trust, or to the lien resulting from any other method of financing or refinancing, or to any ground lease, now or hereafter in force against the land of which the

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Premises are a part, to all advances made upon the security thereof, and to all renewals, extensions or modifications thereof.

20.2Attornment.  In the event any foreclosure proceeding is prosecuted or completed or in the event the Building or Landlord’s interest therein is transferred by foreclosure, by deed in lieu of foreclosure or otherwise, Tenant shall attorn to such transferee and shall recognize such transferee as the landlord under this Lease.

20.3Nondisturbance.  Notwithstanding the foregoing provisions of this Section 20, this Lease shall not be subordinated to any mortgage, deed of trust or ground lease unless and until the mortgagee, beneficiary or ground lessor shall execute and deliver to Tenant a subordination, nondisturbance and attornment agreement providing, among other things, that Tenant’s possession of the Premises will not be disturbed by any foreclosure or termination of any ground lease so long as no Event of Default by Tenant is in existence under the Lease, and containing such materially reasonable terms as are agreed to by the parties.

20.4Estoppel Certificate. Within twenty (20) business days after Landlord’s request, Tenant shall provide an estoppel certificate in recordable form certifying (if such be the case) that this Lease is in full force and effect and that there are no defenses or offsets thereto, or stating those claimed by Tenant, along with such other information as Landlord reasonably may request.  Tenant’s failure to deliver such statement within the time required shall be conclusive evidence of Tenant’s certification that this Lease is in full force and effect, that there are no defenses or offsets thereto, and of such other information as Landlord has reasonably requested.

21.RIGHT OF FIRST REFUSAL.  In the event that Landlord shall receive a bona fide offer by a third party to purchase the Premises, which offer Landlord desires to accept, Landlord shall give written notice thereof (hereinafter an “Offering Notice”) to Tenant, which Offering Notice shall contain (a) the name and address of the proposed purchaser, if any; (b) an exact copy of the terms and conditions of the proposed purchase; and (c) an offer to enter into an agreement of sale with Tenant in preference to the proposed purchaser, and upon the same terms and conditions as are set forth in the aforesaid offer, whereupon Tenant shall be entitled to enter into an agreement of sale to purchase the Premises by giving written notice of Tenant’s agreement so to do to Landlord within thirty (30) days after receipt of the Offering Notice.  If Tenant fails to so agree within the time aforesaid, Landlord shall, except as hereinafter provided, have the right to complete the transaction described in the Offering Notice.  In the event of any change in the terms and conditions set forth in the Offering Notice, or any failure to consummate the proposed transaction within ninety (90) days after delivery of the Offering Notice, notice thereof and an opportunity to purchase again shall be given by Landlord to Tenant in strict accordance with the terms hereof.  The right of first refusal herein granted shall extend to and inure to the benefit of any and all successors and assigns of Tenant, for so long as they, or any of them, shall be a tenant of the Premises.

22.LANDLORD’S COVENANT OF QUIET ENJOYMENT.  Landlord covenants and warrants that Tenant, and all those claiming through Tenant, shall have quiet and peaceable enjoyment of the Premises by and through Landlord and unlimited access to the

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Premises provided Tenant, and all those claiming through Tenant, are not in default of this Lease.

23.LANDLORD’S RIGHT OF ENTRY.  Landlord shall have the right, during the last six (6) months of the Term, to place upon any portion of the Premises signs or billboards indicating that the Premises are “For Sale” or “For Rent,” but such signs shall be of such size and so placed as not to materially interfere with Tenant’s occupancy.  At all times during this Lease, Landlord, and Landlord’s agents, upon 48 hours prior notice to Tenant, shall be admitted to the Premises at reasonable hours of the day to view the Premises, including without limitation, the right to show the Premises to prospective purchasers, mortgagees, tenants or contractors.

24.CORPORATE/PARTNERSHIP AUTHORITY.  Landlord and Tenant each represent that the person who executed this Lease on such party’s behalf has been duly authorized to enter into this Lease and that the execution and consummation of this Lease by such party does not and shall not violate any provision of any by-laws, certificate of incorporation, partnership agreement, or other agreement, order, judgment, governmental regulation or any other obligations to which Landlord or Tenant is a party or is subject.

25.BROKER.  Landlord and Tenant each warrant that they have had no discussion, negotiations and/or other dealings with any real estate broker or agent, in connection with the negotiation of this Lease.  Neither Landlord nor Tenant knows of any real estate broker or agent who is or may be entitled to any commission or finder’s fee in connection with this Lease.  Landlord and Tenant each agree to indemnify, defend and hold the other party harmless from and against any and all claims, demands, losses, liabilities, lawsuits, judgments, costs and expenses (including without limitation, reasonable fees for legal counsel and costs) with respect to any leasing commission or equivalent compensation alleged to be owing on account of the indemnifying party’s discussions, negotiations and/or dealings with any real estate broker or agent.  This Section is not intended to benefit any third parties and shall not be deemed to give any rights to brokers or finders.

26.CHANGE IN OWNERSHIP.  If the Premises are sold, or in the event of any change of legal title or equitable ownership thereof, all obligations and rights of Landlord hereunder shall be transferred to such purchaser or assignee, and Landlord’s obligations shall terminate and Landlord shall be released and relieved from all liability and responsibility to Tenant.  Tenant shall look solely to such purchaser or assignee for the performance of said obligations or for the enforcement thereof.  Each purchaser or assignee shall in turn have like privileges of sale, assignment and release.

27.SUCCESSORS AND ASSIGNS.  This Lease shall inure to the benefit of and shall bind the parties hereto and their respective heirs, successors and permitted assigns to the extent that such rights hereunder may succeed and be assigned according to the terms hereof.

28.DESCRIPTIVE HEADINGS.  The descriptive headings of the sections are inserted for convenience only and shall not control or affect the meaning or construction of any of its provisions.

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29.NOTICE.  All notices, demands and communications required or permitted by this Lease shall be effective only if in writing (unless otherwise provided herein) and shall be sent by United States certified mail, return receipt requested, or overnight mail deposited with a nationally recognized carrier with a receipt therefore, postage prepaid in each case and using the address for such recipient designated in accordance herewith.  Notices shall be addressed to the other party at the addresses set forth in the Basic Lease Information, or at such other address as either party may have furnished to the other in accordance with this Section.  Any notice so provided shall be deemed to have been delivered upon the earlier of (a) actual receipt, or (b) two (2) business days after mailing by certified mail, return receipt requested, or (c) one (1) business day after depositing with a nationally recognized overnight carrier.

30.SEVERABILITY.  If any term, covenant, condition or provision of this Lease, or the application thereof to any person or circumstance, shall to any extent be held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, covenants, conditions or provisions of this Lease, or the application thereof to any person or circumstance, shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

31.ENTIRE AGREEMENT AND GOVERNING LAW. This Lease is the entire agreement of Landlord and Tenant and shall be governed and construed in accordance with the laws of the State in which the Premises are located.  This Lease shall not be amended or supplemented unless by written agreement signed by Landlord and Tenant.

32.CONSOLIDATION AND COUNTERPARTS.  This Part II along with the accompanying Part I constitute one agreement and may be signed in any number of counterparts, each of which shall be an original and all of which together constitute one agreement binding on the parties hereto.

33.WAIVER OF TRIAL BY JURY.  LANDLORD AND TENANT EACH WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES AGAINST THE OTHER ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, TENANT’S USE AND OCCUPANCY OF THE PREMISES, AND/OR ANY CLAIM OF INJURY OR DAMAGE.

34.MEMORANDUM OF LEASE TO BE RECORDED.  If requested by Tenant, Landlord agrees promptly to execute and deliver to Tenant a recordable Memorandum of this Lease in a form to be reasonably agreed upon by Landlord and Tenant.

35.OPTION TO PURCHASE.  Notwithstanding anything to the contrary set forth in this Lease, and so long as Tenant shall not be in default, after the expiration of all applicable cure periods as set forth in Section 16 of this Lease, Tenant shall have the right and option to purchase the Premises for a purchase price of $11,123,426, which the parties agree is the fair market value of the Premises, by delivering written notice to Landlord not later than April 1, 2006.

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36.AMENDMENT AND RESTATEMENT.  This Agreement amends and restates in its entirety that certain Lease Agreement with respect to the Premises dated February 15, 2001, between Landlord, as landlord, and Tenant, as tenant.

IN WITNESS WHEREOF, and intending to be legally bound hereby, Landlord and Tenant have caused this Lease to be signed by their duly authorized officers or agents under seal, the day and year first above written.

	LANDLORD: South Woodbury LP
	By:	NESL II, LLC, its general partner
	By:	New Enterprise Stone & Lime Co., Inc.
		its sole member
2/28/03	By:	/s/ Paul I. Detwiler, III
Date		Print Name: Paul I. Detwiler, III
		Title: Vice President
	TENANT: New Enterprise Stone & Lime Co., Inc.
2/28/03	By:	/s/ Paul I. Detwiler, III
Date		Print Name: Paul I. Detwiler, III
		Title: Vice President

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EXHIBIT “A”

LEGAL DESCRIPTION OF THE PREMISES

All that certain piece, parcel or tact of land lying and being situate in the Township of South Woodbury, County of Bedford and Commonwealth of Pennsylvania, more particularly bounded and described as follows:

Beginning at a point in Township Road #561 being a common corner with other lands of the Grantors and lands now or formerly of Herman K. Baker, et ux.; thence leaving Township Road #561, and along lands now or formerly of Herman K. Baker, et ux., North 13° 47’ 58” East 224.63 feet to a point; thence continuing along lands now or formerly of Herman K. Baker, et ux., and along lands now or formerly of Roger L. Guyer, et ux., North 70° 53’ 34” West 416.87 feet to a point; thence along lands now or formerly of Donald M. Graffius, et ux., and lands now or formerly of Paul Dennis Turner, et ux., and other lands of the Grantors, North 13° 02’ 44” East 461.78 feet to a point; thence continuing along other lands of the Grantors, South 70° 39’ 34” East 1108.03 feet to a point; thence along lands now or formerly of George Browell, III, et ux., South 08° 45’ 00” West 696.96 feet to a point in Township Road #561; thence in and along Township Road #561 and along other lands of the Grantors, the following two courses and distances; North 70° 09’ 10” West 498.61 feet to a point; thence North 70° 42’ 25” West 243.38 feet to a point; the place of Beginning.

Together With a 50’ right-of-way leading from State Route 0869 to the above described premises more fully described as follows;

Beginning at a point along southern edge of State Route 0869; thence leaving State Route 0869, South 05° 05’ 52” West 110,05 feet to a point; thence along a left hand curve whose radius is 150.00 feet a distance of 70.05 feet to a point; thence South 21° 39’ 30” East 172.87 feet to a point; thence along a right hand curve whose radius is 400.00 feet a distance of 381.84 feet to a point; thence South 33° 02’ 10” West 258.85 feet to a point on lands above-described and conveyed herein.

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EX-10.30

Exhibit 10.30

LEASE AGREEMENT

PART I - BASIC LEASE INFORMATION

THIS LEASE AGREEMENT (“Lease) is made and executed this 28th day of February, 2003, but effective as of January 1, 2001 by and between SOUTH WOODBURY LP, a Pennsylvania limited partnership (“Landlord”) and NEW ENTERPRISE STONE & LIME CO., INC., a Delaware corporation (“Tenant”).

This Lease consists of the following two parts: Part I which sets forth terms defined in this Lease (and certain obligations under the Lease) and which is sometimes referred to as the “Basic Lease Information,” and Part II which provides the terms and conditions of this Lease and which is sometimes referred to as the Lease Terms and Conditions.  Part I and Part II collectively, are referred to as this “Lease.” Capitalized terms not otherwise defined in this Part I - Basic Lease Information shall have the meaning provided in Part II of the Lease.

The Basic Lease Information is as follows:

1.	Landlord:	South Woodbury LP
2.	Tenant:	New Enterprise Stone & Lime Co., Inc.
3.	Permitted Use:	Office uses and any other use permitted by applicable zoning.
4.	Premises:	Two tracts of land consisting of approximately 5 3/4 acres situate in the Borough of Roaring Spring, Blair County, Pennsylvania, together with all improvements and appurtenances, including, without limitation, the office building consisting of approximately 23,528 square feet (the “Office Building”) constructed thereon.
5.	Original Term:	Commencing on the Term Commencement Date and ending May 31, 2023.
6.	Term
	Commencement
	Date:	January 1, 2001
7.	Option to Extend:	One five (5) year option.
8.	Option to Purchase:	Tenant shall have an option to purchase the Premises for a purchase price of $1,711,296, which the parties agree is the fair market value of the Premises.
9.	Annual Base Rent:	For the period ending May 31, 2023, $406,608 per year. Thereafter, determined in accordance with Section 5.1 of Part II of this Lease.

10.	Monthly Base Rent:	One twelfth (1/12) of Annual Base Rent.
11.	Additional Rent:	All amounts and charges required to be paid by Tenant hereunder (other than Base Rent) as described more particularly in Section 5.2 of Part II of this Lease.
12.	Rent:	Includes both the Base Rent and Additional Rent to be paid by Tenant hereunder.
13.	Landlord’s Address
	for Notices:	3912 Brumbaugh Road
		P.O. Box 77
		New Enterprise, PA 16664
14.	Tenant’s Address
	for Notices:	3912 Brumbaugh Road
		P.O. Box 77
		New Enterprise, PA 16664
15.	Exhibit  “A”:	Description of the Premises

IN WITNESS WHEREOF, and intending to be legally bound hereby, Landlord and Tenant have caused this Part I of the Lease to be signed by their duly authorized officers or agents under seal, as of the date set forth above.

	LANDLORD: South Woodbury LP
	By: NESL II, LLC, its general partner
	By:	New Enterprise Stone & Lime Co., Inc.
		its sole member
2/28/03	By:	/s/ Paul I. Detwiler, III
Date		Print Name: Paul I. Detwiler, III
		Title: Vice President
	TENANT: New Enterprise Stone & Lime Co., Inc.
2/28/03	By:	/s/ Paul I. Detwiler, III
Date		Print Name: Paul I. Detwiler, III
		Title: Vice President

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LEASE AGREEMENT

PART II - LEASE TERMS AND CONDITIONS

1.             LEASE OF PREMISES.  Landlord hereby leases to Tenant, and Tenant hereby accepts such lease from Landlord, under the terms and conditions set forth in this Lease, the Premises which are identified in the Basic Lease Information.

2.             CONDITION OF PREMISES.  The Premises shall be delivered by Landlord to Tenant and Tenant shall accept the Premises, in new condition, substantially complete and broom clean.  Landlord shall have no further obligation to alter, improve, decorate or otherwise prepare the Premises for Tenant’s occupancy.

3.             TERM.  Tenant shall have and hold the Premises for the Original Term set forth in Basic Lease Information, beginning on the Term Commencement Date and ending at 11:59 p.m. on the last day of the Original Term, as specified in the Basic Lease Information.  If the Term shall commence or expire on a day which is other than the first day of a calendar month, Rent (as hereafter defined) for such month shall be pro-rated based on a thirty (30) day month.  Landlord shall give Tenant ninety (90) days prior written notice of the Term Commencement Date.

4.             OPTION TO EXTEND TERM.  Tenant shall have the right, at its election, to extend the Original Term of this Lease for one five (5) year extension period (“Extension Term”), commencing upon the expiration of the Original Term, provided that Tenant shall give to Landlord notice of the exercise of its election at least ninety (90) days prior to the expiration of the Original Term.  Prior to the exercise by Tenant of the said option to extend the Original Term, the expression “the Term of this Lease” or any equivalent expression shall mean the Original Term; after the exercise by Tenant of any of the aforesaid option, the expression “the Term of this Lease” or any equivalent expression shall mean the Original Term as it may have been extended.  Except as expressly otherwise provided in this Lease, all the agreements and conditions contained in this Lease shall apply to the additional period to which the Original Term shall be extended as aforesaid.  If Tenant shall give notice of the exercise of the option in the manner and within the time provided aforesaid, the Original Term shall be extended upon the giving of the notice without the requirement of any action on the part of Landlord.

5.             RENT.

5.1           Base Rent.

(a)           Amount.

(1)           The annual base rent (“Base Rent”) for the Premises for the  Original Term shall be $406,608, which the parties agree is the fair market rate for the Premises on the Term Commencement Date.

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(2)           Effective on June 1, 2006, and every three (3) years thereafter (“Base Rent Reset Date”), either party may elect to reset the Base Rent to the fair market rate for the Premises on such date.  Such election shall be made by giving the other party at least thirty (30) days written notice prior to such date.

(b)           Fair Market Rate.  The fair market rate shall be determined based on the rents being charged on a triple-net basis by landlords in similar office buildings in the geographical market within which the Premises are located as reasonably determined by the parties.  In the event that Landlord and Tenant cannot agree on a fair market rate within thirty (30) days after the Term Commencement Date or Base Rent Reset Date, as the case may be, then each party shall appoint a licensed real estate appraiser who shall deliver a written appraisal of the fair market rate to both parties within sixty (60) days after the Term Commencement Date or Base Rent Reset Date, as the case may be.  If only one of the appraisers delivers an appraisal within such period, such appraisal shall be final and binding on both parties.  If both appraisers deliver appraisals within such period, and the higher is not more than one hundred ten percent (110%) of the lesser, then the average of the two appraisals shall be final and binding on both parties.  If both appraisers deliver appraisals within such period, and the higher is more than one hundred ten percent (110%) of the lesser, then the two appraisers shall appoint a third licensed appraiser.  The third appraiser shall select one of the two appraisals which better reflects the fair market rate for the Premises, and the appraisal so selected shall be final and binding on both parties.

(c)           Minimum Rent.  Anything herein to the contrary notwithstanding, however, the Monthly Base Rent shall not be less than 16.87% of the monthly payment due with respect to the Loan made February 28, 2003, in the original principal amount of $11,500,000, by Hollidaysburg Trust Division of Omega Bank, as lender, to Landlord, as borrower.

(d)           Monthly Installments.  Tenant shall pay Base Rent in monthly installments, in advance, on the first day of each calendar month during the Term.

5.2           Additional Rent.  In addition to Base Rent, Tenant shall pay all sums of money or other charges required to be paid by Tenant under this Lease as additional rent (“Additional Rent”), whether or not same are expressly designated in this Lease as Additional Rent.  All Additional Rent shall be due and payable with each monthly installment of Base Rent unless otherwise provided herein.

5.3           Manner of Payment.  Base Rent and Additional Rent (together, “Rent”) payable under this Lease shall be paid in lawful money of the United States of America without prior notice or demand therefore, and without deduction, defense, counterclaim, setoff or abatement except as otherwise provided in subsection 17.2.  Rent shall be paid to Landlord at the address designated for Rent in the Basic Lease Information or such other address as Landlord may notify Tenant in accordance with the procedure for notice set forth in this Lease.

5.4           Late Charge on Delinquent Payments.  If any payment of Rent is not paid within ten (10) business days of its due date, Tenant shall pay to Landlord a late charge in the

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amount of Two Hundred Fifty Dollars ($250) (the “Late Charge”).  This Section 5.4 shall not relieve Tenant from its obligation to pay Rent at the times and in the manners herein specified.  Acceptance by Landlord of the Late Charge shall not constitute a waiver of Tenant’s default with respect to said delinquent payment, nor prevent Landlord from exercising any other rights or remedies available to Landlord.

6.             NET LEASE - TAXES AND UTILITY CHARGES.

6.1           Net Lease.  This Lease is a triple net lease between Landlord and Tenant, and it is the intent of the parties that all costs of ownership and operation of the Premises during the Term hereof shall be paid by Tenant as Additional Rent hereunder, including without limitation the costs and expenses expressly set forth in this Lease but excluding any payments now or hereafter due on account of any indebtedness of Landlord secured by a mortgage on the Premises.

6.2           Real Estate Taxes and Utilities Charges.

(a)           Obligation.  Without limiting the foregoing, the parties agree that Tenant shall pay as Additional Rent all “Real Estate Taxes” and “Utility Charges” defined as follows:

(1)           For purposes herein, “Real Estate Taxes” shall consist of (i) all real estate taxes relating to the Premises; (ii) all charges which may be levied in lieu of real estate taxes; and (iii) all assessments for municipal improvements and other governmental charges of any kind and nature for public improvements, services, benefits, or any other purpose, together with all costs and expenses incurred by Landlord in good faith in contesting, resisting, or appealing any such taxes or assessments, including, without limitation, reasonable legal fees.  Real Estate Taxes shall not include any interest or penalties arising as a result of Landlord’s late payment thereof.

(2)           “Utility Charges” shall mean all electricity, water, sewer, cable, telephone or other similar utility charges, and all excises, taxes and fees with respect thereto including, without limitation, license, permit, inspection, authorization and similar fees of utility providers for utility services rendered or furnished to the Premises during the Term of this Lease.  Utility Charges shall not include any interest or penalties arising as a result of Landlord’s late payment thereof.

(b)           Payment.  Tenant shall pay all Real Estate Taxes and Utility Charges for the Premises within twenty (20) business days after Tenant’s receipt of Landlord’s invoice therefor.  Landlord’s invoice shall be accompanied by reasonable evidence documenting and supporting the amount of Real Estate Taxes or Utility Charges for which such assessment of Additional Rent is being made.  Landlord agrees to make payment of Real Estate Taxes and Utility Charges in a timely manner.  Tenant’s obligation hereunder for amounts falling due during the Term of this Lease shall survive termination of this Lease.

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(c)           Direct Billing to Tenant.  At Landlord’s option, Landlord may cause Real Estate Taxes and Utilities Charges, or portions thereof, to be billed directly to Tenant.  In such case, Tenant agrees to pay all of such amounts promptly when due and shall be responsible for any interest or penalty as a result of the delinquent payment thereof as well as any loss suffered by Landlord as a result of such delinquency.  Within ten (10) business days after Landlord’s request made from time to time at Landlord’s discretion, Tenant shall provide evidence reasonably satisfactory to Landlord (such as in the form of receipts marked as paid) that all of such Real Estate Taxes and Utility Charges separately billed to Tenant are current without delinquency.

6.3           Availability of Utilities and Services.   Tenant acknowledges that Landlord is not responsible to Tenant for any disruption or inadequacy of utilities services during the Term except to the extent caused solely by the gross negligence or willful misconduct of Landlord or Landlord’s Agents (as hereafter defined).  In this regard, Landlord does not warrant that any services supplied to the Premises will not be interrupted.  Services may be interrupted because of accidents, repairs, alterations, improvements, or any reason beyond the reasonable control of Landlord.  Any such interruption shall not make Landlord liable to Tenant for damages, nor constitute a constructive eviction or entitle Tenant to a rent abatement unless same shall have been caused solely by the gross negligence or willful misconduct of Landlord or Landlord’s Agents.

7.             REPAIRS AND MAINTENANCE OF THE PREMISES.

7.1           Landlord’s General Obligations.  Landlord shall, at Landlord’s expense, perform all replacements and repairs necessary to maintain the roof, load bearing walls,  foundation, downspouts and gutters of the Building in good repair and proper working order.  Landlord shall give Tenant 48 hours advance notice of the scope and necessity of any work to be performed by Landlord; provided, however, in the event of an emergency, Landlord, without advance notice to Tenant, is authorized to undertake such “temporary” corrective action as is necessary to abate the emergency until Landlord can give the required notice to Tenant of the “permanent” corrective action to be undertaken by Landlord. Landlord shall promptly perform all necessary repairs in a good and workmanlike manner in compliance with all applicable laws.

7.2           Tenant’s General Obligations.  Tenant, at Tenant’s expense, shall perform all repairs and replacements and all routine maintenance necessary to maintain the interior, non-structural components of the Premises and all major building systems in good repair and proper working condition.  In addition, Tenant shall, at Tenant’s expense, perform all major repairs (such as resurfacing) necessary to maintain the private roadways and parking areas in proper working order (if any).  Without limiting the foregoing, Tenant’s obligations hereunder shall include repairs, maintenance and replacements of windows, doors, overhead doors, floors, electric and heating, ventilating and air conditioning equipment and systems, waste disposal and plumbing systems, and all other mechanical elements and systems serving the Premises.  Tenant shall also (a) perform all minor repairs (such as sealing) necessary to maintain the private roadways and parking areas in proper working order (if any), (b) perform responsible leaf, snow and ice clearing and removal, (c) perform lawn maintenance and landscaping and (d) generally

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keep the Premises in a clean, sanitary, orderly and safe condition.  Tenant shall promptly perform all necessary repairs in a good and workmanlike manner in compliance with all applicable laws.

8.             USE AND COMPLIANCE WITH LAWS.

8.1           Permitted Use.  Tenant shall use the Premises only for the Permitted Use set forth in the Basic Lease Information and uses incidental thereto.  Tenant shall not permit the Premises to be vacant nor shall Tenant permit the Premises to be used for any illegal purpose or in any manner which would tend to damage any portion thereof.  Landlord represents and warrants that the Premises may be utilized for the Permitted Use under applicable zoning laws, and that the Premises are in compliance with all applicable federal, state and local laws and regulations.

8.2           Hazardous Materials.

(a)           Landlord’s Representation.  Landlord represents, warrants, covenants and agrees that to the best of Landlord’s knowledge, information and belief after due inquiry and investigation, the Premises do not contain any asbestos or any building materials containing asbestos, nor shall Landlord permit any such materials containing asbestos to be installed within the Premises at any time during the Term of this Lease.  Landlord further represents, warrants, covenants and agrees to the best of Landlord’s knowledge, information and belief after due inquiry and investigation, no portion of the land constituting the Premises (including, without limitation, the surface and subsurface thereof) was ever used for the dumping or storage of any pollutants, dangerous substances, toxic substances, hazardous wastes, hazardous materials, or hazardous substances as defined in or pursuant to the Resource Conservation and Recovery Act (42 U.S.C. Section 6901, et seq.) (“RCRA”) as amended, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. Section 9601, et seq. (“CERCLA”) as amended, or any other federal, state or local environmental law, ordinance, rule or regulation or legal requirement, including, without limitation, laws relating to emissions, discharges, releases or threatened releases or pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes into the environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes.  All such pollutants, contaminants, chemicals, dangerous substances, toxic substances, radioactive substances, hazardous wastes, hazardous materials, or hazardous substances are herein referred to as “Hazardous Materials.”  Landlord shall not permit any dumping or storage on, in, under, or about the Premises of any Hazardous Materials during the Term of this Lease.

(b)           Delivery of Environmental Reports.  Copies of any and all environmental reports relating to the Premises in Landlord’s possession shall be delivered to Tenant prior to Tenant’s execution of this Lease.  Tenant shall have the right to cause a Phase I environmental report of the Premises to be prepared before the execution of this Lease by the parties.

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8.3           Compliance with Applicable Laws.  Tenant shall comply with all applicable federal, state or local environmental laws, ordinances, rules or regulations or legal requirements as well as all judicial orders and the requirements of any Board of Fire Underwriters (or any other body exercising similar functions) as are in effect during the Term of this Lease including, without limitation, those relating to Hazardous Materials and occupational safety and health.  At all times during this Lease, Tenant shall maintain and comply with all permits, licenses or other authorizations required by any governmental authority or agency for Tenant’s occupancy or operations at the Premises.

8.4           Notice of Violations.  Landlord and Tenant shall each promptly notify the other party of any violation of any applicable law which is alleged to have been committed at the Premises and shall forward to the other party copies of any written communications, complaints, citations or other notices relating to the condition of the Premises or compliance with applicable laws (“Action Notice”).  The responsible party promptly shall respond to any Action Notice, cure any violation of applicable laws and have dismissed any legal action commenced against the other party or the Premises to the satisfaction of the other party.  Prior to undertaking same, however, the responsible party shall propose to the other its intended course of action and proceed only with the other party’s approval of same, which shall not be deemed to be such party’s guarantee that such action is appropriate nor impose any liability for same on such party.

8.5           Indemnification.

(a)           Landlord shall indemnify, defend (with legal counsel reasonably selected by Tenant) and hold harmless Tenant from and against any and all claims, legal or equitable, damages for personal injury (including death) or harm to property (real or personal), liabilities, penalties, fines and costs (including without limitation, investigation and remediation costs, sums paid in private rights of action or in settlement of claims, reasonable legal fees, consultant fees and expert fees) and damages (1) caused by or resulting from any act, omission or negligence of Landlord or Landlord’s Agents, or (2) any condition at the Premises predating the Term Commencement Date, no matter how caused, or (3) arising out of or in any way connected to any condition caused or created by Landlord’s failure to comply with its obligations under this subsection 8.5(a).

(b)           Tenant shall indemnify, defend (with legal counsel reasonably selected by Landlord) and hold harmless Landlord from and against any and all claims, legal or equitable, damages for personal injury (including death) or harm to property (real or personal), liabilities, penalties, fines and costs (including without limitation, investigation and remediation costs, sums paid in private rights of action or in settlement of claims, reasonable legal fees, consultant fees and expert fees) and damages (1) caused by or resulting from any act, omission or negligence of Tenant or Tenant’s Agents (as hereafter defined), or (2) arising out of or in any way connected to any condition caused or created by Tenant’s failure to comply with its obligations under this subsection 8.5(b).

8.6           Survival.  The provisions of this Section 8 shall survive the scheduled expiration or earlier termination of this Lease.

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9.             INSURANCE.

9.1           Tenant’s Required Coverage.

(a)           Tenant, at Tenant’s sole cost and expense, shall carry and maintain during the Term of this Lease the following types of insurance, in the amounts and form hereinafter provided:

(1)           Public Liability and Premises Damage.  Commercial General Liability insurance with a combined single limit of not less than One Million Dollars ($1,000,000) or such larger amount as may hereafter be reasonably requested from time to time by Landlord, insuring against any and all liability with respect to the Premises or arising out of Tenant’s maintenance, use or occupancy thereof.

(2)           Fire and Casualty.  Insurance on the entire Building and Premises against loss or damage by fire, explosion, windstorm and such other hazards, risks and contingencies as are from time to time customarily covered by standard “extended coverage” endorsements and typically carried by prudent owners of comparable buildings in the geographical market within which the Building is located.  Such insurance shall be in an amount not less than that required to replace the Building and the Premises at the then current replacement cost determined from time to time by appraisal of the insurer. 7

(3)           Tenant’s Property and Improvements.  Insurance providing protection against perils included within the classification of “Fire and Extended Coverage,” which includes insurance against sprinkler damage, theft, vandalism and malicious mischief, covering all property owned by Tenant which is located at the Premises, Tenant’s trade fixtures, merchandise and personal property from time to time in, or upon the Premises, and all personal property of others in Tenant’s possession, in an amount not less than the full replacement cost thereof without deduction for depreciation as customarily carried by tenants of similar properties.

(4)           Rent Loss Insurance.  Rental value or similar insurance against abatement or loss of rent in an amount equal to the Base Rent payable by Tenant to Landlord for one lease year.

(b)           Policy Form.  All policies of insurance required to be carried by Tenant hereunder shall be issued by insurance companies with general policyholders’ rating of not less than A as rated in the most current available “Best’s Insurance Guide” and qualified to do business in the state in which the Premises is located.  All policies shall be in form and content reasonably acceptable to Landlord and the Commercial General Liability policy shall name Landlord as an additional insured.  Each policy shall provide that the company writing said policy shall give to Landlord written notice not less than thirty (30) days in advance of any cancellation or nonrenewal of such insurance coverage.  All policies shall be written as primary policies, not contributing with, and not in excess of coverage which Landlord may carry.

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(c)           Delivery of Policies.  Certified copies of such policies of insurance or certificates thereof shall be delivered to Landlord prior to Tenant’s possession of the Premises, and thereafter no later than thirty (30) days prior to the expiration of the term of such policy.  As often as any such policy shall expire or terminate, renewal or additional policies shall be procured and maintained by Tenant in like manner and to like extent.  Tenant shall permit Landlord at all reasonable times to inspect the policies of insurance required to be maintained by Tenant hereunder.

(d)           Blanket Policy.  Notwithstanding anything to the contrary contained within this Section 9, Tenant’s obligations to carry the insurance herein required may be provided through a blanket policy of insurance carried and maintained by Tenant; provided, however, that (1) Landlord shall be named as an additional insured thereunder, (2) the coverage afforded Landlord will not be reduced or diminished by reason of the use of such blanket policy of insurance and (3) the requirements set forth herein are satisfied.

9.2           Landlord’s Required Coverage.  Landlord shall not be required to obtain or maintain any insurance on the Building or the Premises, or the activities conducted thereon.

9.3           Waiver of Subrogation.

(a)           Tenant, for itself and any party claiming through or under Tenant by way of subrogation or otherwise, hereby waives any claims against Landlord for loss or damage to property covered by insurance, even if such loss or damage shall have been caused by the fault or negligence of Landlord or anyone for whom Landlord may be responsible.

(b)           Landlord, for itself and any party claiming through or under Landlord by way of subrogation or otherwise, hereby waives any claim against Tenant, its officers, directors, partners, shareholders or employees, for loss or damage to property covered by insurance, even if such loss or damage shall have been caused by the fault or negligence of Tenant or anyone for whom Tenant may be responsible.

(c)           The waivers made pursuant to this subsection 9.3 shall be effective, however, only if and with respect to any loss or damage occurring during such time as the insured party’s policy or policies of insurance covering said loss or damage shall contain a waiver of the insurer’s right of subrogation and a provision to the effect that such waiver shall not adversely affect or impair said insurance or prejudice the right of the insured to recover thereunder (“Validation Provision”).  Tenant shall cause its insurers to include in their respective policies a Validation Provision which has the same effect as the foregoing.  If the waivers created by this subsection 9.3 shall be determined to contravene any law with respect to exculpatory agreements and are thereby rendered unenforceable, the liability of the party in question shall be deemed not released but shall be secondary to the other’s insurer.

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10.FIRE OR CASUALTY.

10.1Insured Casualty.

(a)In case of damage to the Premises by a risk required herein to be insured against by Landlord, Landlord, unless it shall otherwise elect as hereinafter provided, shall repair the Premises to substantially the condition which existed prior to such damage, with reasonable dispatch after receiving from Tenant written notice that damage has occurred.

(b)If the damage is such as to render the Premises untenantable, as reasonably determined by the parties, Rent shall abate in proportion to the portion of the Premises affected by such damage or of which Tenant has been deprived use as a result of such damage or destruction, as reasonably determined by the parties.  Such abatement shall commence as of the date of such damage and end when restoration of the Premises is substantially completed or Tenant’s business is totally resumed.

10.2Damage Near End of Term.  Notwithstanding any provision of this Lease to the contrary, Landlord shall not have any obligation whatsoever to repair, reconstruct or restore the Premises when the damage or destruction occurs during the last year of the Term of this Lease (including any exercised extension thereof) and the damage or destruction will require more than ninety (90) days to repair, reconstruct or restore.  In such event, Landlord and Tenant shall each have the option to terminate this Lease in which case Rent shall abate as of the date said damage occurred.

11.EMINENT DOMAIN.

11.1Termination Rights.If such portion of the Premises is condemned or taken by any governmental body or by any other body or agency possessing the power of condemnation as, in the reasonable determination of Landlord or Tenant, substantially impairs the use or occupancy by Tenant of the Premises or access thereto or either party’s ability to perform its obligations under this Lease (“Substantial Taking”), then either party shall have the right to terminate this Lease effective as of the date that possession is required to be surrendered to said authority.  If either party determines that a Substantial Taking is to occur, then such party shall so notify the other in writing.  Either party shall then have the right to terminate this Lease by written notice delivered to the other within sixty (60) days after delivery of the notice of a Substantial Taking.  The failure of Tenant or Landlord to deliver a termination notice within the time limit set forth above shall be conclusively construed as such party’s agreement for this Lease to continue.

11.2Repair and Rent Adjustment.  If a Substantial Taking is not to occur or if neither party terminates this Lease under subsection 11.1 above, Landlord shall promptly restore the Premises to substantially the same condition prior to such condemnation (less the portion thereof lost in such condemnation); and Rent shall be proportionately reduced by the portion of the Premises of which Tenant shall have been deprived on account of said condemnation, as reasonably determined by Landlord and Tenant, such adjustment to be effective as of the date possession is required to be surrendered to the condemning authority.

11.3Temporary Condemnation.  If such condemnation or taking is for temporary use only, this Lease shall continue in full force and effect, and Landlord and Tenant

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shall continue to comply with all of the provisions hereof, except as such compliance shall be rendered impossible or impracticable by reason of such temporary taking.  Rent shall abate during the course of a temporary taking of the Premises or a portion thereof to the extent and for the period of time that the Premises or portion thereof so taken shall have been rendered untenantable.

11.4Condemnation Awards.  Tenant shall not be entitled to receive any part of any award or awards that may be made to or received by Landlord relating to loss of the Premises or any part thereof, and Tenant hereby assigns to Landlord any share of such award as may be granted to Tenant.  Notwithstanding the foregoing sentence, Tenant, at its sole cost and expense, may pursue independent proceedings against the public authority exercising the power of condemnation to prove and establish any damage Tenant may have sustained relating to Tenant’s business and relocation expenses.

12.ALTERATIONS.

12.1Consent Required.

(a)Except as hereafter provided, Tenant shall not make any alterations, additions or improvements to the Premises including, without limitation, to the building systems (“Alteration” or “Alterations”) without the prior written consent of Landlord which consent may not be unreasonably withheld, conditioned or delayed.  In no event shall any Alteration weaken the structure of or impair the Building of which the Premises are a part.

(b)In connection with any request for Landlord’s consent, Tenant shall deliver to Landlord full and complete plans and specifications of the proposed Alteration.  Landlord shall be deemed to have approved any plans and specifications submitted by Tenant if Landlord does not reject the same, with reasonably detailed written comments, within ten (10) days following any such submission by Tenant.  By approving any request for an Alteration, Landlord does not expressly or implicitly covenant or warrant that the plans and specifications for such Alteration are accurate, safe or sufficient, or that the same comply with any applicable laws, ordinances, building codes, zoning requirements and like regulations (“Building Standards”).  Tenant shall be solely responsible for compliance with the Building Standards and for obtaining all necessary permits and governmental approvals, including a Certificate of Occupancy upon completion of the Alterations, if required by the municipality in which the Premises are located.  All Alterations (and restoration of the Premises following removal of same when permitted or required hereunder) shall be done in a good and workmanlike manner in compliance with the Building Standards and conditions of any permits and approvals.

12.2Permitted Tenant Alterations.  Landlord’s consent shall not be required for any Tenant Alterations (“Permitted Tenant Alterations”) which: (a) do not adversely impact the structural integrity of the Premises or the systems serving the Premises or their operation, (b) are not visible from the exterior of the Premises and (c) cost not more than $50,000 each to complete.  Unless, however, Landlord’s prior written consent was obtained to a Permitted Tenant Alteration, Landlord may require the removal of any Permitted Tenant Alteration upon the

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termination of this Lease.  Notwithstanding the foregoing, with respect to Permitted Tenant Alterations for which a building permit is required, no work shall be performed until Tenant provides notice to Landlord that Tenant will be undertaking such Permitted Tenant Alteration, which notice describes in reasonable detail the scope of the Permitted Tenant Alteration.  Tenant’s delivery to Landlord of a copy of Tenant’s application for a building permit shall be deemed to satisfy the foregoing description of the scope of the Permitted Tenant Alteration.

12.3Removal at Lease Termination.  All Alterations shall remain on the Premises at the termination of this Lease and shall become the property of Landlord, unless Landlord, at the time it consented to the Alteration, required same to be removed at the termination of this Lease or if such Alteration was made in violation of this Section 12.  In such case, Tenant, at Tenant’s sole cost and expense, shall remove the Alteration and repair all damage resulting from such removal and shall restore the affected areas to a condition reasonably compatible with the remainder of the Premises or, at Tenant’s option, shall pay to Landlord all costs necessary to accomplish such removal and restoration.

13.SIGNS.

Subject to applicable zoning requirements, Tenant, at its expense, may install and maintain signs upon the interior and exterior of the Premises.

14.INDEMNIFICATION AND LIMITATION OF LIABILITY.

14.1Indemnification.

(a)Tenant shall indemnify, defend (with legal counsel reasonably selected by Landlord), and hold harmless Landlord from and against liability whatsoever which may be imposed upon, incurred by, or asserted against Landlord by reason of any of the following which shall occur during the Term of this Lease: (1) occupancy and/or use of the Premises by Tenant or its agents, employees, contractors or subcontractors (“Tenant’s Agents”); (2) any repairs or Alterations or other work or act done in, on or about the Premises made by, or at the direction of Tenant or Tenant’s Agents, except if such work or act is done or performed by Landlord or its agents, employees, contractors or subcontractors (“Landlord’s Agents”); (3) any accident, injury or damage to persons (including bodily injury and death) or property (real or personal) occurring in, on or about the Premises, but not if caused solely by the gross negligence or willful misconduct of Landlord or Landlord’s Agents; and (4) any failure on the part of Tenant to perform or comply with any provision of this Lease.  Without limiting the generality of the foregoing, Tenant’s obligations hereunder shall include all damages, obligations, penalties, fines, liens, claims, reasonable fees for legal counsel reasonably selected by Landlord, investigation costs, remediation costs and all other reasonable costs and expenses incurred by Landlord.  Tenant shall not settle or compromise any such liability for which indemnification is sought hereunder without first obtaining Landlord’s prior written consent, which Landlord may withhold in its sole discretion.

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(b)Landlord shall indemnify, defend (with legal counsel reasonably selected by Tenant), and hold harmless Tenant from and against liability whatsoever which may be imposed upon, incurred by, or asserted against Tenant by reason of any of the following which shall occur during the Term of this Lease: (1) ownership and/or use of the Building by Landlord or Landlord’s Agents; (2) any repairs or alterations or other work or act done in, on or about the Premises or the Building made by, or at the direction of Landlord or Landlord’s Agents, except if such work or act is done or performed by Tenant or Tenant’s Agents; (3) any accident, injury or damage to persons (including bodily injury and death) or property (real or personal) occurring in, on or about the Building, but not if caused solely by the gross negligence or willful misconduct of Tenant or Tenant’s Agents; and (4) any failure on the part of Landlord to perform or comply with any provision of this Lease.  Without limiting the generality of the foregoing, Landlord’s obligations hereunder shall include all damages, obligations, penalties, fines, liens, claims, reasonable fees for legal counsel reasonably selected by Tenant, investigation costs, remediation costs and all other reasonable costs and expenses incurred by Tenant.  Landlord shall not settle or compromise any such liability for which indemnification is sought hereunder without first obtaining Tenant’s prior written consent, which Tenant may withhold in its sole discretion.

14.2Waiver of Landlord’s Lien.  Neither the Landlord nor any party claiming by, through or under Landlord shall have any lien for the performance of any obligations of Tenant upon any trade fixtures, machinery or equipment, or goods, wares or merchandise or other personal property (collectively, “Tenant’s Property”) and Landlord, for itself and any party claiming by, through or under Landlord, hereby expressly waives the provisions of any law giving to it such a lien.

14.3Limitation on Damages.  Notwithstanding anything contained herein to the contrary, neither Landlord nor Tenant, nor any of their respective shareholders or past, present, or future board members, trustees, directors, partners, members, officers, employees, agents, representatives, advisors or any of them, shall under any circumstances be liable for exemplary, punitive, consequential or indirect damages arising out of, or in connection with, this Lease.

14.4Survival.  This Section 14 shall survive the termination of this Lease with respect to any damage, injury, death or claim occurring before such termination, irrespective of when such claim is presented.

15.ASSIGNMENT AND SUBLEASING.

15.1General Provisions.

(a)Except as hereafter provided, Tenant shall not sell, assign, transfer, mortgage, pledge, or sublease the Premises, or any part thereof, nor permit occupancy of the Premises by any party other than Tenant, without Landlord’s prior written consent which consent shall not be unreasonably withheld, conditioned or delayed.  For purposes of this Lease, any merger, consolidation, or sale or transfer of a controlling interest in Tenant (being 51% or more, whether accomplished in a single transaction or in a series of transactions) or a sale of

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substantially all of the assets of Tenant shall be deemed an assignment of this Lease.  All of the foregoing events described in this Section shall be deemed to be a “Transfer.”

(b)In the event that Landlord’s consent is required, Tenant shall deliver to Landlord its request in writing along with notice as to (1) the identity, business and financial condition of the proposed subtenant or assignee, (2) the terms and conditions of the proposed sublease or assignment, and (3) the nature of the use of the Premises proposed by such assignee or subtenant.  Tenant shall deliver such further information as Landlord may reasonably request to make its decision.  Landlord shall be deemed to have approved any Transfer requested by Tenant if Landlord does not reject the same, with reasonably detailed written comments, within ten (10) days following any such request by Tenant.

(c)If Landlord consents to any Transfer, Landlord shall be provided with a written agreement evidencing same which is reasonably acceptable in form and content to Landlord and by which the transferee assumes all obligations of Tenant hereunder.  The foregoing shall apply to any Transfer, even if Landlord has not consented thereto, but application thereof by Landlord shall not be deemed to release Tenant of liability for failure to obtain Landlord’s consent or otherwise be deemed to prejudice Landlord’s rights hereunder.

(d)No Transfer shall relieve Tenant of any obligation under this Lease, and any purported Transfer undertaken without Landlord’s consent shall be void at Landlord’s option and constitute an Event of Default hereunder.  Landlord’s consent to any Transfer shall not constitute a waiver of the necessity of such consent to any subsequent Transfer.

(e)The prohibitions in this Lease against assignment or sublease by Tenant shall be construed to include assignments by operation of law or by voluntary assignment or for the benefit of creditors or which might otherwise be affected or accomplished by bankruptcy, receivership, attachment, execution or other judicial process or proceeding.  If any assignment for the benefit of its creditors shall be made by Tenant, or if a voluntary or involuntary petition in bankruptcy or for reorganization, or for an arrangement shall be filed by or against Tenant, or if Tenant shall be adjudicated a bankrupt or insolvent, or if a receiver is appointed for Tenant or for all or a substantial part of its property, or if any such assignment or transfer by operation of law shall occur, then and in any such event, Landlord shall have the option to immediately terminate this Lease by written notice to Tenant.

15.2Permitted Tenant Transfers.  Landlord’s consent shall not be required for any Transfers (“Permitted Tenant Transfers”) to any entity controlling, controlled by or under common control with Tenant, to the surviving entity in connection with a merger, consolidation, or other business combination involving Tenant, or in connection with the sale or acquisition of all or substantially all of the assets or stock (or other ownership interests) of Tenant.  Additionally, Landlord’s consent shall not required in connection with a public offering of Tenant’s stock or any subsequent “taking private” of Tenant.

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16.DEFAULT OF TENANT.

16.1Events of Default.   If Tenant shall (a) default in the payment of Rent or any other sum of money payable by Tenant to Landlord and if Tenant shall fail to cure said default within ten (10) days after receipt of notice of said default from Landlord, or (b) default in the performance or observance of any other agreement or condition on its part to be performed or observed and if Tenant shall fail to cure said default within thirty (30) days after receipt of notice of said default from Landlord (or if said default shall reasonably require longer than thirty (30) days to cure, if Tenant shall fail to undertake said cure within said initial thirty (30) day period following receipt of Landlord’s notice and thereafter diligently prosecute said cure to completion) then in any of said cases and without waiving any claim for breach of agreement, Landlord may send written notice to Tenant of the termination of the Term of this Lease, and, on the thirtieth (30th) day next following the date of the sending of the notice, this Lease shall terminate unless said default is cured prior to the expiration of said thirty (30) day period.

16.2Remedies.   In case of any such termination, Tenant shall indemnify Landlord against all loss of Rent and other payments provided herein to be paid by Tenant to Landlord between the time of termination and the expiration of the Term of this Lease.  It is understood and agreed that at the time of the termination or at any time thereafter Landlord may relet the Premises, and for a term which may expire after the expiration of the Term of this Lease, without releasing Tenant from any liability whatsoever, that Tenant shall be liable for any commercially reasonable expenses incurred by Landlord in connection with obtaining possession of the Premises and in connection with any reletting or unsuccessful efforts at such reletting, including, without limitation, reasonable attorneys’ fees and reasonable brokers’ fees, and that any monies collected from any reletting shall be applied first to the foregoing expenses and then to payment of Rent and all other payments due from Tenant to Landlord.  Landlord agrees to use its best efforts to so relet the Premises.  Said indemnification of Landlord by Tenant shall be accomplished by payments made on the days on which said Rent and other payments would have been due and payable hereunder were this Lease not terminated; and said indemnification (payable as aforesaid) shall constitute Tenant’s sole liability to Landlord by reason of any such termination of this Lease.

17.SELF-HELP.

17.1Landlord’s Self-Help Rights.   If Tenant shall default in the performance or observance of any agreement or condition of this Lease on its part to be performed or observed other than an obligation to pay money and shall not cure such default within thirty (30) days after notice from Landlord specifying the default (or if such default is of such nature as same cannot be cured within said thirty (30) day period, Tenant shall not commence to cure such default within the said thirty (30) day period and thereafter prosecute the curing of such default to completion with due diligence), Landlord may, at its option, without waiving any claim for breach of agreement, at any time thereafter cure such default for the account of Tenant, and any amount paid or any contractual liability incurred by Landlord in so doing shall be deemed paid or incurred for the account of Tenant, and Tenant agrees to reimburse Landlord therefor or save Landlord harmless therefrom; provided that Landlord may cure any such default as aforesaid prior to the expiration of said waiting period but after notice to Tenant, if the curing of such default prior to the expiration of said waiting period is reasonably necessary to protect the real

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estate or Landlord’s interest therein, or to prevent injury or damage to persons or property.  If Tenant shall fail to reimburse Landlord upon demand for any amount paid for the account of Tenant hereunder, said amount shall be added to and become due as a part of the next payment of Rent due hereunder.

17.2Tenant’s Self-Help Rights.   If Landlord shall default in the performance or observance of any agreement or condition of this Lease on its part to be performed or observed, or shall default in the payment of any tax or other charge which shall be a lien upon the Premises, or in the payment of any installment of principal or interest upon any mortgage which shall be prior in lien to the lien of this Lease and if other than an obligation to pay money, Landlord shall not cure such default within thirty (30) days after notice from Tenant specifying the default (or if such default is of such nature as same cannot be cured within said thirty (30) day period, Landlord shall not commence to cure such default within the said thirty (30) day period and thereafter prosecute the curing of such default to completion with due diligence), Tenant may at its option, without waiving any claim for damages for breach of agreement, at any time thereafter cure such default for the account of Landlord, and any amount paid or any contractual liability incurred by Tenant in so doing shall be deemed paid or incurred for the account of Landlord, and Landlord agrees to reimburse Tenant therefor or save Tenant harmless therefrom; provided that Tenant may cure any such default as aforesaid prior to the expiration of said waiting period, but after said notice to Landlord, if the curing of such default prior to the expiration of said waiting period is reasonably necessary to protect the real estate or Tenant’s interest therein, to prevent injury or damage to persons or property, or to enable Tenant to conduct its business in the Premises.  If Landlord shall fail to reimburse Tenant upon demand for any amount paid by Tenant, for the account of Landlord hereunder, said amount may be deducted by Tenant from the next or any succeeding payments of Base Rent, Additional Rent or other charges due hereunder.

18.SURRENDER AT LEASE TERMINATION.  Upon the scheduled expiration or earlier termination of this Lease, Tenant shall promptly surrender to Landlord the Premises, together with all building apparatus, machinery, replacements to mechanical and other systems serving the Premises, Alterations and fixtures (other than Tenant’s trade fixtures) situated thereon, except for items which Landlord, in writing, may have permitted or required Tenant to remove at the termination of this Lease.  Tenant shall return the Premises in substantially the same condition as the Premises were delivered to Tenant at the commencement of this Lease, reasonable wear and tear and casualty loss excepted.

19.HOLD OVER.  Tenant may elect to holdover the Premises for a period of up to 180 days (“Holdover Period”) upon six (6) months prior written notice to Landlord.  Holdover rent during the Holdover Period shall be calculated as follows: (a) during the first 60 days of the Holdover Period shall be at a rate equal to 115% of the Base Rent in effect immediately prior to the commencement of the Holdover Period; (b) during the next 60 days of the Holdover Period shall be at a rate equal to 130% of the Base Rent in effect immediately prior to the commencement of the Holdover Period; and (c) during the final 60 days of the Holdover Period shall be at a rate equal to 150% of the Base Rent in effect immediately prior to the commencement of the Holdover Period.  This adjustment to Rent shall be liquidated damages

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(and not a penalty) and the sole right and remedy of Landlord for monetary damages resulting from a holdover.  Tenant shall have no right to renew the Holdover Period.  The Holdover Period will not constitute a part of the Original Term or the Extension Term, and the time periods based upon expiration of the Original Term or the Extension Term must be calculated without regard to the Holdover Period.

20.SUBORDINATION.

20.1Subordination.  Tenant’s rights hereunder are subordinate to the lien of  any mortgage or deed of trust, or to the lien resulting from any other method of financing or refinancing, or to any ground lease, now or hereafter in force against the land of which the Premises are a part, to all advances made upon the security thereof, and to all renewals, extensions or modifications thereof.

20.2Attornment.  In the event any foreclosure proceeding is prosecuted or completed or in the event the Building or Landlord’s interest therein is transferred by foreclosure, by deed in lieu of foreclosure or otherwise, Tenant shall attorn to such transferee and shall recognize such transferee as the landlord under this Lease.

20.3Nondisturbance.  Notwithstanding the foregoing provisions of this Section 20, this Lease shall not be subordinated to any mortgage, deed of trust or ground lease unless and until the mortgagee, beneficiary or ground lessor shall execute and deliver to Tenant a subordination, nondisturbance and attornment agreement providing, among other things, that Tenant’s possession of the Premises will not be disturbed by any foreclosure or termination of any ground lease so long as no Event of Default by Tenant is in existence under the Lease, and containing such materially reasonable terms as are agreed to by the parties.

20.4Estoppel Certificate. Within twenty (20) business days after Landlord’s request, Tenant shall provide an estoppel certificate in recordable form certifying (if such be the case) that this Lease is in full force and effect and that there are no defenses or offsets thereto, or stating those claimed by Tenant, along with such other information as Landlord reasonably may request.  Tenant’s failure to deliver such statement within the time required shall be conclusive evidence of Tenant’s certification that this Lease is in full force and effect, that there are no defenses or offsets thereto, and of such other information as Landlord has reasonably requested.

21.RIGHT OF FIRST REFUSAL.  In the event that Landlord shall receive a bona fide offer by a third party to purchase the Premises, which offer Landlord desires to accept, Landlord shall give written notice thereof (hereinafter an “Offering Notice”) to Tenant, which Offering Notice shall contain (a) the name and address of the proposed purchaser, if any; (b) an exact copy of the terms and conditions of the proposed purchase; and (c) an offer to enter into an agreement of sale with Tenant in preference to the proposed purchaser, and upon the same terms and conditions as are set forth in the aforesaid offer, whereupon Tenant shall be entitled to enter into an agreement of sale to purchase the Premises by giving written notice of Tenant’s agreement so to do to Landlord within thirty (30) days after receipt of the Offering Notice.  If Tenant fails to so agree within the time aforesaid, Landlord shall, except as hereinafter provided,

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have the right to complete the transaction described in the Offering Notice.  In the event of any change in the terms and conditions set forth in the Offering Notice, or any failure to consummate the proposed transaction within ninety (90) days after delivery of the Offering Notice, notice thereof and an opportunity to purchase again shall be given by Landlord to Tenant in strict accordance with the terms hereof.  The right of first refusal herein granted shall extend to and inure to the benefit of any and all successors and assigns of Tenant, for so long as they, or any of them, shall be a tenant of the Premises.

22.LANDLORD’S COVENANT OF QUIET ENJOYMENT.  Landlord covenants and warrants that Tenant, and all those claiming through Tenant, shall have quiet and peaceable enjoyment of the Premises by and through Landlord and unlimited access to the Premises provided Tenant, and all those claiming through Tenant, are not in default of this Lease.

23.LANDLORD’S RIGHT OF ENTRY.  Landlord shall have the right, during the last six (6) months of the Term, to place upon any portion of the Premises signs or billboards indicating that the Premises are “For Sale” or “For Rent,” but such signs shall be of such size and so placed as not to materially interfere with Tenant’s occupancy.  At all times during this Lease, Landlord, and Landlord’s agents, upon 48 hours prior notice to Tenant, shall be admitted to the Premises at reasonable hours of the day to view the Premises, including without limitation, the right to show the Premises to prospective purchasers, mortgagees, tenants or contractors.

24.CORPORATE/PARTNERSHIP AUTHORITY.  Landlord and Tenant each represent that the person who executed this Lease on such party’s behalf has been duly authorized to enter into this Lease and that the execution and consummation of this Lease by such party does not and shall not violate any provision of any by-laws, certificate of incorporation, partnership agreement, or other agreement, order, judgment, governmental regulation or any other obligations to which Landlord or Tenant is a party or is subject.

25.BROKER.  Landlord and Tenant each warrant that they have had no discussion, negotiations and/or other dealings with any real estate broker or agent, in connection with the negotiation of this Lease.  Neither Landlord nor Tenant knows of any real estate broker or agent who is or may be entitled to any commission or finder’s fee in connection with this Lease.  Landlord and Tenant each agree to indemnify, defend and hold the other party harmless from and against any and all claims, demands, losses, liabilities, lawsuits, judgments, costs and expenses (including without limitation, reasonable fees for legal counsel and costs) with respect to any leasing commission or equivalent compensation alleged to be owing on account of the indemnifying party’s discussions, negotiations and/or dealings with any real estate broker or agent.  This Section is not intended to benefit any third parties and shall not be deemed to give any rights to brokers or finders.

26.CHANGE IN OWNERSHIP.  If the Premises are sold, or in the event of any change of legal title or equitable ownership thereof, all obligations and rights of Landlord hereunder shall be transferred to such purchaser or assignee, and Landlord’s obligations shall

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terminate and Landlord shall be released and relieved from all liability and responsibility to Tenant.  Tenant shall look solely to such purchaser or assignee for the performance of said obligations or for the enforcement thereof.  Each purchaser or assignee shall in turn have like privileges of sale, assignment and release.

27.SUCCESSORS AND ASSIGNS.  This Lease shall inure to the benefit of and shall bind the parties hereto and their respective heirs, successors and permitted assigns to the extent that such rights hereunder may succeed and be assigned according to the terms hereof.

28.DESCRIPTIVE HEADINGS.  The descriptive headings of the sections are inserted for convenience only and shall not control or affect the meaning or construction of any of its provisions.

29.NOTICE.  All notices, demands and communications required or permitted by this Lease shall be effective only if in writing (unless otherwise provided herein) and shall be sent by United States certified mail, return receipt requested, or overnight mail deposited with a nationally recognized carrier with a receipt therefore, postage prepaid in each case and using the address for such recipient designated in accordance herewith.  Notices shall be addressed to the other party at the addresses set forth in the Basic Lease Information, or at such other address as either party may have furnished to the other in accordance with this Section.  Any notice so provided shall be deemed to have been delivered upon the earlier of (a) actual receipt, or (b) two (2) business days after mailing by certified mail, return receipt requested, or (c) one (1) business day after depositing with a nationally recognized overnight carrier.

30.SEVERABILITY.  If any term, covenant, condition or provision of this Lease, or the application thereof to any person or circumstance, shall to any extent be held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, covenants, conditions or provisions of this Lease, or the application thereof to any person or circumstance, shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

31.ENTIRE AGREEMENT AND GOVERNING LAW. This Lease is the entire agreement of Landlord and Tenant and shall be governed and construed in accordance with the laws of the State in which the Premises are located.  This Lease shall not be amended or supplemented unless by written agreement signed by Landlord and Tenant.

32.CONSOLIDATION AND COUNTERPARTS.  This Part II along with the accompanying Part I constitute one agreement and may be signed in any number of counterparts, each of which shall be an original and all of which together constitute one agreement binding on the parties hereto.

33.WAIVER OF TRIAL BY JURY.  LANDLORD AND TENANT EACH WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES AGAINST THE OTHER ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE,

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THE RELATIONSHIP OF LANDLORD AND TENANT, TENANT’S USE AND OCCUPANCY OF THE PREMISES, AND/OR ANY CLAIM OF INJURY OR DAMAGE.

34.MEMORANDUM OF LEASE TO BE RECORDED.  If requested by Tenant, Landlord agrees promptly to execute and deliver to Tenant a recordable Memorandum of this Lease in a form to be reasonably agreed upon by Landlord and Tenant.

35.OPTION TO PURCHASE.  Notwithstanding anything to the contrary set forth in this Lease, and so long as Tenant shall not be in default, after the expiration of all applicable cure periods as set forth in Section 16 of this Lease, Tenant shall have the right and option to purchase the Premises for a purchase price of $1,711,296, which the parties agree is the fair market value of the Premises, by delivering written notice to Landlord not later than April 1, 2006.

IN WITNESS WHEREOF, and intending to be legally bound hereby, Landlord and Tenant have caused this Lease to be signed by their duly authorized officers or agents under seal, the day and year first above written.

	LANDLORD: South Woodbury LP
	By:	NESL II, LLC, its general partner
	By:	New Enterprise Stone & Lime Co., Inc.
		its sole member
2/28/03	By:	/s/ Paul I. Detwiler, III
Date		Print Name: Paul I. Detwiler, III
		Title: Vice President
	TENANT: New Enterprise Stone & Lime Co., Inc.
2/28/03	By:	/s/ Paul I. Detwiler, III
Date		Print Name: Paul I. Detwiler, III
		Title: Vice President

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EXHIBIT “A”

LEGAL DESCRIPTION OF THE PREMISES

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EX-10.31

Exhibit 10.31

INDUSTRIAL SPACE LEASE

THIS LEASE (“Lease”) is executed on the dates set forth herein, but effective as of May 1, 2006 by and between New Enterprise Stone & Lime Co., Inc., a Delaware corporation of 3912 Brumbaugh Road, P. O. Box 77, New Enterprise, PA 16664-0077 (“Landlord”) and Adlee Precast, Inc., a Pennsylvania corporation of 3346 Olivet Road, Saltsburg, PA 15681 (“Tenant”) who hereby mutually covenant and agree as follows, intending to be legally bound:

1.Lease.  Landlord, for and in consideration of the rents herein reserved and of the covenants and agreement herein contained on the part of Tenant to be performed, and in further consideration of the Exclusive Supply Agreement of even date herewith (the “Supply Agreement”), leases to Tenant, and Tenant hereby lets from Landlord, inside industrial space consisting of approximately 10,000 square feet of area, in the building commonly known as the Prestressed Concrete Plant (the “Building”) located on the grounds of Landlord’s Roaring Spring Quarry in Taylor Township, Blair County, Pennsylvania (the “Quarry”), such inside industrial space depicted with cross-hatching on Exhibit A-1 attached hereto, together with approximately 5 acres of outside storage space above the Quarry located at a mutually agreed upon location, the initial location of such outside storage space depicted with cross-hatching on Exhibit A-2 attached hereto (the inside industrial space and outside storage space referred to collectively herein as the “Leased Premises”).

2.Term.  The term of this Lease shall commence on May 1, 2006 (hereinafter sometimes referred to as “Commencement Date”) and shall end on April 30, 2008, unless sooner terminated as herein set forth.  The term shall automatically renew for successive one-year periods unless either party gives the other party written notice of nonrenewal at least 60 days prior to the expiration of the then-current term.  Either party will have the right, but not the obligation, to terminate this Lease upon not less than 90 days advance written notice if at any time if that certain supply letter agreement of even date herewith between the parties, as amended from time to time, terminates in accordance with its terms.

3.Basic Lease Provisions

3.1.Purpose:        Manufacture of pre-cast medial barriers and T-Wall and other pre cast products as approved from time to time by Landlord, and for no other purpose.

3.2.Annual Base Rent:     $2,400.00

3.3.Base Rent Monthly Installments:     $200.00

3.4.Security Deposit:     None

3.5.Tenant’s Address:     See Preamble

3.6.Landlord’s Address See Preamble

3.7.Broker(s):      None

3.8.Guarantor(s): None

4.Possession.  Except as otherwise expressly provided herein (or by written instrument signed by Landlord), Landlord shall deliver possession of the Leased Premises to Tenant on or before the Commencement Date in their “as-is” condition as of the execution and delivery of this Lease, reasonable wear and tear excepted.  If Landlord gives possession prior to the Commencement Date, such occupancy shall be subject to all the terms and conditions of this Lease (except that, as long as Tenant is not conducting business therein, Tenant shall not be required to pay Annual Base Rent for the period prior to the Commencement Date).  If Landlord shall be unable to deliver possession of the Leased Premises on the Commencement Date because a prior tenant has failed to deliver up possession of the Leased Premises or for any other cause beyond the control of Landlord, Landlord shall not be subject to any liability for the failure to give possession on the Commencement Date, nor shall the validity of this Lease or the obligations of Tenant, hereunder be in any way affected.  Under such circumstances, unless the delay is the fault of Tenant, Rent shall not commence until the later of the date possession of the Leased Premises is given or the Commencement Date.

5.Purpose.  The Leased Premises shall be used and occupied only for the Purpose set forth in above, except that no such use shall (a) violate any certificate of occupancy or law, ordinance or other governmental regulation, or any covenants, conditions or restrictions of record, in effect from time to time affecting the Leased Premises or the use thereof, (b) cause injury to the improvements, (c) cause the value or usefulness of the Leased Premises or any part thereof to diminish, (d) constitute a public or private nuisance or waste, (e) authorize Tenant to use, treat, store or dispose of hazardous or toxic materials on the Leased Premises, or (f) render the insurance on the Leased Premises void or the insurance risk more hazardous.

6.Prohibition of Use.  If the use of the Leased Premises should at anytime during the Lease term be prohibited by law or ordinance or other governmental regulation, or be prevented by injunction, this Lease shall not be thereby terminated, nor shall Tenant be entitled by reason thereof to surrender the Leased Premises or to any abatement or reduction in rent, nor shall the respective obligations of the parties hereto be otherwise affected.

7.Annual Base Rent.  Beginning with the Commencement Date, Tenant shall pay Annual Base Rent as set forth above, payable monthly in advance in installments as set forth above, plus additional rent and other charges payable hereunder (collectively “Rent”).  Rent shall be paid to or upon the order of Landlord at the Landlord’s Address set forth above.  Landlord shall have the right to change the payee or the payment address by giving written notice thereof to Tenant.  If Tenant occupies the Leased Premises for the purpose of conducting business therein prior to the Commencement Date, Tenant shall pay Rent on a pro rata basis from the date of occupancy to the Commencement Date.  All payments by Tenant shall be made without deduction, set off, discount or abatement in lawful money of the United States.

8.Interest on Late Payments.  Each and every installment of Rent that shall not be paid when due shall bear interest at the highest rate then payable by Tenant in the state in which the Leased Premises are located or, in the absence of such a maximum rate, at a rate per annum equal to two percent (2%) in excess of the announced base rate of interest of M&T Bank, or its successor bank (the “Interest Rate”) in effect on the due date of such payment, from the date when the same is payable under the terms of this Lease until the same shall be paid.

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9.Impositions.  Tenant shall not obligated to pay any taxes or assessments, general or special, or other governmental impositions (“Impositions”).

10.Allocation of Risks.  The parties desire, to the extent permitted by law, to allocate certain risks of personal injury, bodily injury or property damage, and risks of loss of real or personal property by reason of fire, explosion or other casualty, and to provide for the responsibility for insuring those risks.  It is the intent of the parties that, to the extent any event is insured for or required herein to be insured for, any loss, costs, damage or expense arising from such event, including, without limitation, the expense of defense against claims or suits, be paid out of insurance, without regard to the fault of Tenant, its shareholders, directors, officers, employees or agents (“Tenant Protected Parties”) and without regard to the fault of Landlord, its shareholders, directors, officers, employees or agents (“Landlord Protected Parties”).  As between Landlord Protected Parties and Tenant Protected Parties, such risks are allocated as follows:

10.1.Tenant shall bear the risk of bodily injury, personal injury or death, or damage to the property of third persons, occasioned by events occurring on or about the Leased Premises, regardless of the party at fault.  Such risks shall be insured as provided below.

10.2.Tenant shall bear the risk of damage to the improvements on the Leased Premises and to Tenant’s contents, trade fixtures, machinery, equipment, furniture and furnishings in the Leased Premises arising out of loss by the events against which Tenant is required to be insured as provided below.

Notwithstanding the foregoing, provided Tenant does not default in its obligation to carry insurance hereunder, if and to the extent that any loss occasions by any event of the type described herein exceeds the coverage or the amount of insurance required to be carried by Tenant hereunder, or such greater coverage or amount of insurance as is actually carried by Tenant, or results from an event not required to be insured against or not actually insured against, the party at fault shall pay the amount not actually covered.

11.Tenant’s Insurance.  Tenant shall procure and maintain policies of insurance, at its own cost and expense insuring:

11.1.The Landlord’s Protected Parties (as “named insureds”) and Landlord’s mortgage, if any, of which Tenant is given written notice, and Tenant Protected Parties, from all claims, demands or actions made by or on behalf of any person or persons, firm or corporation and arising from, related to or connected with the Leased Premises, for bodily injury to or personal injury to or death of any person, or more than one (1) person, or for damage to property in an amount of not less than [$3,000,000.00] combined single limit per occurrence/aggregate.  Such insurance shall be written on an “occurrence” basis and not on a “claims made” basis.  If at any time during the term of this Lease, Tenant owns or rents more than one location, the policy shall contain an endorsement to the effect that the aggregate limit in the policy shall apply separately to each location owned or rented by Tenant.  Landlord shall have the right, exercisable by giving written notice thereof to Tenant, to require Tenant to increase such limit if, in Landlord’s reasonable judgment, the amount thereof is insufficient to protect the Landlord Protected Parties and

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Tenant Protected Parties from judgments that might result from such claims, demands or actions.

11.2.Reserved.

11.3.Flood or earthquake insurance whenever, in the reasonable judgment of Landlord, such protection is necessary and it is available at commercially reasonable cost.

11.4.All contents and Tenant’s trade fixtures, machinery, equipment, furniture and furnishings in the Leased Premises to the extent of at least ninety percent (90%) of their replacement cost under Standard Fire and Extended Coverage Policy and all other risks of direct physical loss as insured against under Special Form (“all risk” coverage).  Such insurance shall contain an endorsement waiving the insurer’s right of subrogation against any Landlord Protected Party, provided that such waiver of the right of subrogation shall not be operative in any case where the effect thereof is to invalidate such insurance coverage or increase the cost thereof (except that Landlord shall have the right, within thirty (30) days following written notice, to pay such increased costs, thereby keeping such waiver in full force and effect).

11.5.Tenant Protected Parties from all worker’s compensation claims.

All of the aforesaid insurance shall be in responsible companies.  The insurance and the form, substance and amount (where not stated above) shall be satisfactory from time to time to Landlord and any mortgage of Landlord, and shall unconditionally provide that it is not subject to cancellation or non-renewal except after at least thirty (30) days prior written notice to Landlord and any mortgage of Landlord.  Originals of Tenant’s insurance policies (or certificates thereof satisfactory to Landlord), together with satisfactory evidence of payment of the premiums thereon, shall be deposited with Landlord at the Commencement Date and renewals thereof not less than thirty (30) days prior to the end of the term of such coverage.

12.Fire Protection.  Tenant shall conform with all applicable fire codes of any governmental authority.

13.Damage or Destruction.  In the event of material damage to, or destruction of, any improvements on the Leased Premises, or of the fixtures and equipment therein, by fire or other casualty, either party shall have the right to terminate this Lease, and any proceeds of insurance shall be paid to and be the sole property of Landlord and Tenant hereby assign to Landlord all of Tenant’s right, title and interest in and to any and all of the insurance proceeds.  Rent shall be abated ratably until the Lease is terminated.

14.Condemnation.  If the whole or a material part of the Leased Premises shall be taken or condemned for a public or quasi-public use or purpose by a competent authority, then this Lease shall terminate upon delivery of possession to the condemning authority, and any award, compensation or damages (hereinafter sometimes call the “Award”) shall be paid to and be the sole property of Landlord whether the Award shall be made a compensation for diminution of the value of the leasehold estate or the fee of the Leased Premises or otherwise and Tenant hereby assigns to Landlord all of Tenant’s right, title and interest in and to any and all of the

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Award.  Rent shall be abated ratably from the earliest of Landlord or Tenant’s receipt of notice of the condemnation until the Lease is terminated.

15.Maintenance.  Tenant shall keep and maintain the Leased Premises in as good condition and repair as when received.  Tenant shall further keep and maintain the Leased Premises safe, secure, clean and sanitary (including without limitation, snow and ice clearance) and in full compliance with all health, safety and policy regulations in force.  Tenant shall not be obligated to make any structural or capital repairs or replacements, but in the event such may be necessary for the continued use and occupancy by Tenant of the Premise, Landlord may terminate this Lease.

16.Alterations.  Tenant shall not make any alterations, additions and improvements (hereinafter “Alterations”) on the Leased Premises without Landlord’s prior written consent, which consent Landlord may, in its discretion, withhold.  As to any Alterations to which Landlord consents, such work shall be performed with plans and specifications therefore first approved in writing by Landlord and in accordance with all applicable laws and ordinances.  Tenant shall, prior to the commencement of such work, deliver to Landlord binding waivers of liens from all mechanics and material supplies, and copies of all required permits.  At Landlord’s option (exercised by notice in writing form Landlord to Tenant given within ten (10) days after Landlord receives Tenant’s plans and specifications), such work shall be performed by employees of or contractors employed by Landlord, at Tenant’s expense.  Tenant shall permit Landlord to monitor construction operations in connection with such work, and to restrict, as may reasonably be required, the passage of workers and materials, and the conducting of construction activity in order to avoid unreasonable disruption to Landlord or to other parties or other damage to the Leased Premises.  Upon completion of any such work by or on behalf of Tenant, Tenant shall provide Landlord with such documents as Landlord may require (including, without limitation, sworn contractors’ statements and supporting lien waivers) evidencing payment in full for such work, as “as built” working drawings.  In the event Tenant performs any work not in compliance with the provisions of this paragraph, Tenant shall, upon written notice from Landlord, immediately remove such work and restore the Leased Premises to their condition immediately prior to the performance thereof.  If Tenant fails so to remove such work and restore the Leased Premises as aforesaid, Landlord may, at its option, and in addition to all other rights or remedies of Landlord under this Lease, at law or in equity, enter the Leased Premises and perform such obligation of tenant and Tenant shall reimburse Landlord for the cost to the Landlord thereof, immediately upon being billed therefore by Landlord.  Such entry by Landlord shall not be deemed an eviction or disturbance of Tenant’s use or possession of the Leased Premises nor render Landlord liable in any manner to Tenant.

17.Assignment and Subletting.  Tenant shall not, without Landlord’s prior written consent, which consent Landlord may, in its discretion, withhold (i) assign, convey or mortgage this Lease or any interest under it’ (ii) sublet the Leased Premises or any part thereof; (iii) amend a sublease previously consented to by Landlord; (iv) permit the use or occupancy of the Leased Premises or any part thereof by anyone other than Tenant; (v) assign this Lease to any corporation resulting from a merger or consolidation of the Tenant; or (vi) allow or permit any transfer of this Lease, or any interest hereunder, by operation of law, or mortgage, pledge, encumber or permit a lien on this Lease or any interest herein.  If Tenant proposes to assign the Lease or enter into any sublease of the Leased Premises, Tenant shall deliver written notice

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thereof to Landlord, together with a copy of the proposed assignment or sublease agreement at least thirty (30) days prior to the effective date of the proposed assignment, or the commencement date of the term of the proposed sublease.  Any proposed assignment or sublease shall be expressly subject to all the terms, conditions and covenants of this Lease.  Any proposed assignment shall contain an express written assumption by assignee of all of Tenant’s obligations under this Lease.  Any proposed sublease shall (i) provide that the sublessee shall procure and maintain policies of insurance as required of Tenant hereunder, (ii) provide for a copy to Landlord of notice of default by either party, and (iii) otherwise be reasonably acceptable in form to Landlord.  In the event that Tenant proposes to assign the Lease or to enter into a sublease of all or substantially all of the Leased Premises, Landlord shall have the right, in lieu of consenting thereto, to terminate this Lease, effective as of the effective date of the proposed assignment or the commencement date of the proposed sublease, as the case may be.  In the event that Landlord exercises such right, Tenant shall surrender the Leased Premises on the effective date of the termination and this Lease shall thereupon terminate.  Landlord may, in the event of such termination, enter into a lease with any proposed assignee or subtenant for the Leased Premises.  In the event that Tenant subleases only a portion of the Leased Premises, Tenant shall pay to Landlord monthly, as additional rent hereunder, fifty percent (50%) of the amount calculated by subtracting from the rent and other charges and consideration payable form time to time by the subtenant to Tenant for the space, the amount of Rent payable by Tenant to Landlord under this Lease, allocated (based on the relative rentable square foot area of the total Leased Premises and of that portion of the Leased Premises so subleased by Tenant) to the subleased portion of the Leased Premises.  No permitted assignment shall be effective and no permitted sublease shall commence unless and until any default by Tenant hereunder shall have been cured.  No permitted assignment or subletting shall relieve Tenant from Tenant’s obligation and agreements hereunder and Tenant shall continue to be liable as a principal and not as a guarantor or surety to the same extent as though no assignment or subletting had been made.  If Tenant is a corporation, the shares of which, at the time of execution of this Lease or during the term hereof are or shall be held by fewer than one hundred (100) persons, and if at any time during the term of this Lease the persons, firms or corporation who own a majority or controlling number of its shares at the time of the execution of this Lease or following Landlord’s consent to a transfer of such shares cease to own such shares and such cessation shall not first have been approved in writing by Landlord, then such cessation shall, at the option of Landlord, be deemed a default by Tenant under this Lease.

18.Liens and Encumbrances.  Tenant shall not do any act that shall in any way encumber the title of Landlord in and to the Leased Premises, nor shall the interest or estate of Landlord in the Leased Premises in any way be subject to any claim by way of lien or encumbrance, whether by operation of law or virtue of any express or implied contract by Tenant.  Any claim to, or lien upon, the Leased Premises arising from any act or omission of Tenant shall accrue only against the leasehold estate of Tenant and shall be subject and subordinate to the paramount title and rights of Landlord in and to the Leased Premises.  Tenant shall not permit the Leased Premises to become subject to any mechanics’, laborers’ or materialmen’s lien on account of labor or material furnished to Tenant or claimed to have been furnished to Tenant in connection with work of any character performed or claimed to have been performed on the Leased Premises by, or at the direction or sufferance of Tenant; provided, however, that Tenant shall have the right to contest, in good faith and with reasonable diligence, the validity of any such lien or claimed lien if Tenant shall give to Landlord such security as may be deemed satisfactory to Landlord to

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assure payment thereof and to prevent any sale, foreclosure, or forfeiture of the Leased Premises by reason of nonpayment thereof; provided further, that on final determination of the lien or claim for lien, Tenant shall immediately pay any judgment rendered, with all proper costs and charges, and shall have the lien released and any judgment satisfied.

19.Utilities.  The Leased Premises will be heated during the regular hours of operation of the other occupants of the Building, to a level suitable for such occupants’ business operations.  Supplemental gas-fired steam heat may be used by Tenant; provided that Landlord shall, at Tenant’s sole expense, install a gas submeter, and Tenant shall reimburse Landlord at Landlord’s cost for the gas usage.  The Tenant will be able to utilize the electric services as currently available in Tenants Leased Premises.  If additional electric service is required because the existing service is inadequate for the Tenant’s needs, then the Tenant shall pay for 1) all upgrades including and electric submeter, in accordance with Section 16 and 2) reimburse landlord for all electric used by Tenant.  The Tenant will be able to utilize water and sewer as currently available in Tenant’s Leased Premises.  The charge for water and sewer is included in Tenant’s Base Rent.

20.Safety.  Tenant shall insure that all of Tenant’s employees conduct their work in accordance with safety guidelines that are at least as stringent as Landlords safety work practices and abide by all necessary safeguards.

21.Indemnify.  Tenant will protect, indemnify and save harmless the Landlord Protected Parties from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including without limitation, reasonable attorneys’ fees and expenses) imposed upon or incurred by or asserted against the Landlord Protected Parties or any of them by reason of (i) any failure on the part of Tenant to perform or comply with any of the terms of this Lease; or (ii) performance of any labor or services or the furnishing of any materials or other property in respect of the Leased Premises or any part thereof.  In case any action, suit or proceeding is brought against the Landlord Protected Parties or any of them by reason of any occurrence described in this paragraph, Tenant will, at Tenant’s expense, resist and defend such action, suit or proceedings, or cause the same to be resisted and defended.  The obligation of Tenant under this paragraph shall survive the expiration or earlier termination of this Lease.

22.Rights Reserved to Landlord.  Without limiting any other rights reserved or available to Landlord under this Lease, at law or in equity, Landlord reserves the following rights to be exercised at Landlord’s election:

22.1.To change the street address of the Leased Premises;

22.2.To inspect the Leased Premises and to make repairs, additions or alterations to the Leased Premises;

22.3.To show the Leased Premises to prospective purchasers, mortgagees, or other persons having a legitimate interest in viewing the same, and, at any time within one (1) year prior to the expiration of the lease term to persons wishing to rent the Leased Premises;

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22.4.If Tenant shall theretofore have vacated the Leased Premises (but not earlier than during the last ninety (90) days of the Lease term), to prepare the Leased Premises for new occupancy; and

22.5.To place and maintain “For Sale” signs on the Leased Premises and on the exterior of the building on the Leased Premises.

Landlord may enter upon the Leased Premises for any and all of such purposes and may exercise any and all of the foregoing rights hereby reserved, during normal business hours unless an emergency exists, without being deemed guilty of any eviction or disturbance of Tenant’s use or possession of the Leased Premises, and without being liable in any manner to Tenant, provided that Landlord shall use reasonable efforts to minimize disruption to Tenant’s business.

23.Quiet Enjoyment.  So long as no Event of Default of Tenant has occurred, Tenant’s quiet and peaceable enjoyment of the Leased Premises shall not be disturbed or interfered with by Landlord or by any person claiming by, through or under Landlord.

24.Subordination or Superiority.  All of the rights and interests of Tenant under this Lease shall be subject and subordinate to any mortgage that encumbers the Quarry, and to any and all advances to be made thereunder, and to the interest thereon, and to all renewals, replacements and extensions thereof.  The mortgagee may elect, instead of making this Lease subject and subordinate to its mortgage, the rights and interest of Tenant under this Lease shall have priority over the lien of its mortgage.  Tenant agrees that it will, within ten (10) days after demand in writing, execute and deliver whatever instruments may be required, either to make the Lease subject and subordinate to such mortgage, or to give the Lease priority over the lien of the mortgage or trust deed, whichever alternative may be elected by the mortgagee.  If Tenant fails to execute and deliver any such instrument, Tenant does hereby make, constitute and irrevocably appoint Landlord as its attorney in fact, in its name, place and stead so to do.

25.Surrender.  Upon the expiration of the term of this Lease, or upon termination of the Lease or of Tenant’s right to possession of the Leased Premises, Tenant will at once surrender and deliver up the Leased Premises, together with all improvements thereof, to Landlord, broom swept, in as good condition and repair as when received, reasonable wear and tear excepted; conditions existing because of Tenant’s failure to perform maintenance, repairs or replacements as required herein, or because of Tenant’s particular use of the Leased Premises (even if permitted hereunder), shall not be deemed “reasonable wear and tear.” As used herein, the term “improvements” shall include, without limitation, all plumbing, lighting, electrical, heating, cooling and ventilating fixtures and equipment, and all Alterations (whether or not permitted hereunder).  Tenant shall deliver to Landlord all keys to all doors therein.  All Alterations, temporary or permanent, made in or upon the Leased Premises by Tenant shall become Landlord’s property and shall remain upon the Leased Premises on any such termination without compensation, allowance or credit to Tenant, provided, however, that Landlord shall have the right to require Tenant to remove any Alterations and to restore the Leased Premises to their condition prior to the making of such Alterations, repairing any damage occasioned by such removal and restoration.  Such right shall be exercised by Landlord giving written notice thereof to Tenant.  If Landlord requires removal of any Alterations and Tenant does not make such removal in accordance with this paragraph at the time of expiration of the term, or within thirty

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(30) days after the termination of the Lease or of Tenant’s right to possession of the Leased Premises, whichever is earliest, Landlord may remove the same (and repair any damage occasioned thereby), and dispose thereof or, at its election, deliver the same to any other place of business of Tenant or warehouse the same.  Tenant shall pay the costs of such removal, repair, delivery and warehousing to Landlord on demand.

26.Removal of Tenant’s Property.  Upon the termination of this Lease by lapse of time, Tenant shall remove Tenant’s articles of personal property incident to Tenant’s business (“Trade Fixtures”); provided, however, that Tenant Shall repair any injury or damage to the Leased Premises that may result from such removal, and shall restore the Leased Premises to the same condition as prior to the installation thereof.  If Tenant does not remove Tenant’s Trade Fixtures from the Leased Premises prior to the expiration or earlier termination of the Lease term, Landlord may, at its option, remove the same (and repair any damage occasioned thereby) and dispose thereof or deliver the same to any other place of business of Tenant or warehouse the same, and Tenant shall pay the cost of such removal, repair, delivery and warehousing to Landlord on demand, or Landlord may treat such Trade Fixtures as having been conveyed to Landlord with this Lease as a Bill of Sale, without further payment or credit by Landlord to Tenant.

27.Holding Over.  Tenant shall have no right to occupy the Leased Premises or any portion thereof after the expiration of the Lease or after termination of the Lease or of Tenant’s right to possession hereunder.  In the event Tenant or any party claiming by, through or under Tenant holds over, Landlord may exercise any and all remedies available to it at law or in equity to recover possession of the Leased Premises, and to recover damages.  For each and every month or partial month that Tenant or any party claiming by, through or under Tenant remains in occupancy of all or any portion of the Leases Premises after the expiration of the Lease or after termination of the Lease or Tenant’s right to possession, Tenant shall pay, as minimum damages and not as a penalty, monthly rental at a rate equal to double the rate of Rent payable by Tenant hereunder immediately prior to the expiration or other termination of the Lease or of Tenant’s right to possession.  The acceptance by Landlord of any lesser sum shall be construed as a payment on account and not in satisfaction of damages for such holding over.  If the holding over occurs at the expiration of the Lease term or by reason of a termination by mutual agreement of the parties, Landlord may, as an alternative remedy, elect that such holding over shall constitute a renewal of this Lease for one (1) year at a rental equal to 150% of the rate of Annual Base Rent payable hereunder immediately prior to the expiration of the Lease, and upon all of the other covenants and agreements contained in this Lease.

28.Environmental Conditions.

28.1.As used in this Lease, the phrase “Environmental Condition” shall mean: (a) any adverse condition relating to surface water, ground water, drinking water supply, land, surface or subsurface strata or the ambient air, and includes, without limitation, air, land, and water pollutants, noise, vibration, light and odors, or (b) any condition that may result in a claim of liability under the Comprehensive Environment Response Compensation and Liability Act, as amended (“CERCLA”), or the Resource Conservation and Recovery act (“RCRA”), or any claim of violation of the Clean Air Act, the Clean Water Act, the Toxic Substance Control Act (“TSCA”), or any claim of liability or of violation under

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any federal statute hereafter enacted dealing with the protection of the environment or with the health and safety of employees or members of the general public, or under any rule, regulation, permit or plan under any of the foregoing, or under any law, rule or regulation now or hereafter promulgated by the state in which the Leased Premises are located, or any political subdivision thereof, relating to such matters (collectively “Environmental Laws”).

28.2.Tenant shall, at all times during the Lease term, comply with all Environmental Laws applicable to the Leases Premises and shall not, in the use and occupancy of the Leased Premises, cause or contribute to, or permit or suffer any other party to cause or contribute to any Environmental Condition on or about the Leased Premises.  Without limiting the generality of the foregoing, Tenant shall not, without the prior written consent of Landlord, receive, keep, maintain or use on or about the Leased Premises any substance as to which a filing with a local emergency planning committee, the State Emergency Response Commission or the fire department having jurisdiction over the Leased Premises is required pursuant to Section 311 and/or Section 312 of CERCLA, as amended by the Superfund Amendment and Reauthorization Act of 1986 (“SARA”) (which latter Act includes the Emergency Planning and Community Right-To-Know Act of 1986); in the event Tenant makes a filing pursuant to SARA, or maintains substances as to which a filing would be required, Tenant shall simultaneously deliver copies thereof to Landlord or notify Landlord in writing of the presence of those substances.

28.3.Tenant will protect, indemnify and save harmless the Landlord Protected Parties from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) of whatever kind or nature, contingent or otherwise, known or unknown, incurred or imposed, based upon any Environmental Laws or resulting from any Environmental Condition on or about the Leased Premises that is caused by Tenant during the Lease term.  In case any action, suit or proceeding is brought against any of the parties indemnified herein by reason of any occurrence described in this paragraph, Tenant will, at Tenant’s expense, resist and defend such action, suit or proceeding, or cause the same to be resisted and defended.  The obligations of Tenant under this paragraph shall survive the expiration or earlier termination of this Lease.

28.4.Landlord may conduct tests on or about the Leased Premises for the purpose of determining the presence of any Environmental Condition.  If such tests indicate the presence of an Environmental Condition on or about the Leased Premises that occurs or is contributed to during the Lease term, Tenant shall, in addition to its other obligations hereunder, reimburse Landlord for the cost of conducting such tests.  Without limiting Tenant’s liability under the environmental indemnity hereunder, in the event of any such Environmental Condition, Tenant shall promptly and at its sole cost and expense, take any and all steps necessary to remedy the same, complying with all provisions of applicable law and with this Lease, or shall, at Landlord’s election, reimburse Landlord for the cost to Landlord of remedying the same.  The reimbursement shall be paid by Tenant to Landlord in advance of Landlord’s performing such work based upon Landlord’s reasonable estimate of the cost hereof, and upon completion of such work by Landlord, Tenant shall pay to Landlord any shortfall promptly after Landlord bills Tenant

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therefor, or Landlord shall promptly refund to Tenant any excess deposit, as the case may be.

29.Defaults.  Tenant agrees that any one or more of the following events shall be considered Events of Default as that term is used herein:

29.1.Tenant shall be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, petition or answer filed against Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any state, shall be entered, and any such decree or judgment or order shall not have been vacated or set aside within sixty (60) days from the date of the entry or granting thereof; or

29.2.Tenant shall file or admit the jurisdiction of the Court and the material allegations contained in any petition in bankruptcy or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws as now or hereafter amended, or Tenant shall institute any proceeding or shall give its consent to the institution of any proceedings for any relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or

29.3.Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or

29.4.The Leased Premises are levied upon by any revenue officer or similar officer; or

29.5.A decree or order appointment a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated or set aside within sixty (60) days from the date of entry or granting thereof; or

29.6.Tenant shall abandon the Leased Premises or vacate the same during the term hereof; or

29.7.Tenant shall default in any payment of Rent or in any other payment required to be made by Tenant hereunder when due as herein provided (all of which other payments shall be deemed “additional rent” payable hereunder), and such default continues for five (5) days after notice thereof in writing to Tenant; or

29.8.Tenant shall fail to contest the validity of any lien or claimed lien and give security to Landlord to assure payment thereof, or, having commenced to contest the same and having given such security, shall fail to prosecute such contest with diligence, or shall fail to have the same released and satisfy any judgment rendered thereon, and such default continues for ten (10) days after notice thereof in writing to Tenant; or

29.9.Tenant shall default in keeping, observing or performing any of the other covenants or agreements herein contained to be kept, observed and performed by Tenant, and such default shall continue for thirty (30) days after notice thereof in writing to Tenant or shall exist at the expiration of the Lease term; or

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29.10.Tenant shall default in keeping, observing or performing any covenant or agreement herein contained to be kept, observed and performed by Tenant, which default may result in an imminent risk of damage to property (including without limitation the Leased Premises or the improvements thereon) or injury to or death of persons, and such default shall not be cured immediately upon notice thereof to Tenant (which notice may be oral); or

29.11.Tenant shall default (with time to cure expired) under the Supply Agreement; or

29.12.Tenant shall repeatedly be late in the payment of Rent or other charges required to be paid hereunder or shall repeatedly default in the keeping, observing, or performing of any other covenants or agreements herein contained to be kept, observed or performed by Tenant (provided notice of such payment or other defaults shall have been given to Tenant, but whether or not Tenant shall have timely cured any such payment or other defaults of which notice was given).

30.Remedies.  Upon the occurrence of any one or more Events of Default, Landlord may at its election terminate this Lease or terminate Tenant’s right to possession only, without terminating the Lease.  Upon termination of the Lease, or upon any termination of Tenant’s right to possession without termination of the Lease, Tenant shall surrender possession and vacate the Leased Premises immediately and deliver possession thereof to Landlord, and hereby grants to Landlord the full and free right, without demand or notice of any kind to Tenant (except as hereinabove expressly provided for), to enter into and upon the Leased Premises in such event with or without process of law and to repossess the Leased Premises as Landlord’s former estate and to expel or remove Tenant and any others who may be occupying or within the Leased Premises without being deemed in any manner guilty of trespass, eviction, or forcible entry or detainer, without incurring any liability for any damage resulting therefrom and without relinquishing Landlord’s rights to Rent or any other right given to Landlord hereunder or by operation of law.  Upon termination of the Lease, Landlord shall be entitled to recover as damages all Rent and other sums due and payable by Tenant on the date of termination, plus (a) an amount equal to the value of the Rent and other sums provided herein to be paid by Tenant for the residue of the stated term hereof, less the fair rental value of the Leased Premises for the residue of the stated term (taking into account the time and expenses necessary to obtain a replacement tenant or tenants, including expenses hereinafter described relating to recovery of the Leased Premises, preparation for reletting and for reletting itself), and (b) the cost of performing any other covenants to be performed by Tenant.  If Landlord elects to terminate Tenant’s right to possession only without terminating the Lease, Landlord may, at Landlord’s option, enter into the Leased Premises, remove Tenant’s signs and other evidences of tenancy, and take and hold possession thereof as hereinafter provided, without such entry and possession terminating the Lease or releasing Tenant, in whole or in part, from Tenant’s obligations to pay the Rent and other sums provided herein to be paid by Tenant for the full term or from any other of its obligations under this Lease.  Landlord may relet all or any part of the Leased Premises for such Rent and upon such terms as shall be satisfactory to Landlord (including the right to relet the Leased Premises as a part of a larger area and the right to change the character or use made of the Leased Premises).  For the purpose of such reletting, Landlord may make any repairs, changes, alterations, or additions in or to the Leased Premises that may be necessary.  If Landlord does not relet the Leased Premises, Tenant shall pay to Landlord on demand damages

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equal to the amount of the Rent and other sums provided herein to be paid by Tenant for the remainder of the Lease term.  If the Leased Premises are relet and a sufficient sum shall not be realized from such reletting after paying all of the expenses of such repairs, changes., alterations, additions, the expenses of such reletting, and the collection of the Rent accruing therefrom (including, but not by way of limitation, attorneys’ fees and brokers’ commissions) to satisfy the Rent and other sums herein provided to be paid for the remainder of the Lease term, Tenant shall pay to Landlord on demand any deficiency, but in any event such amount shall not exceed the amount of Rent and other sums to be paid by Tenant for the remainder of the Lease term.  Landlord shall use reasonable efforts to mitigate its damages arising out of Tenant’s default; Landlord shall not be deemed to have failed to use such reasonable efforts by reason of the fact that Landlord has leased or sought to lease other vacant premises owned by Landlord (or Landlord’s beneficiary, if Landlord is a land trust) in preference to reletting the Leased Premises, or by reason of the fact that Landlord has sought to relet the Leased Premises at a rental rate higher than that payable by Tenant under the Lease (but not in excess of the then-current market rental rate).

31.Landlord’s Right to Cure.  Landlord may, but shall not be obligated to, cure any default by Tenant (specifically including, but not by way of limitation, Tenant’s failure to obtain insurance, make repairs, or satisfy lien claims); and whenever Landlord so elects, all costs and expenses paid by Landlord in curing such default, including without limitation, reasonable attorneys’ fees, shall be so much additional rent due on the next rent date after such payment together with interest (except in the case of the attorneys’ fees) at the highest rate then payable by Tenant in the state in which the Leased Premises are located or, in the absence of such a maximum rate, at Interest Rate in effect on the date of such advance, from the date of the advance to the date of repayment by Tenant to Landlord.

32.Confession Of Judgment.

32.1.FOR POSSESSION.  UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, OR UPON THE EXPIRATION OR TERMINATION OF THE TERM OF THIS LEASE, FOR THE PURPOSE OF OBTAINING POSSESSION OF THE LEASED PREMISES TENANT HEREBY AUTHORIZES AND EMPOWERS THE PROTHONOTARY OR ANY ATTORNEY OF ANY COURT OF RECORD IN THE COMMONWEALTH OF PENNSYLVANIA OR ELSEWHERE, AS ATTORNEY FOR TENANT AND ALL PERSONS CLAIMING UNDER OR THROUGH TENANT, TO APPEAR FOR AND CONFESS JUDGMENT AGAINST TENANT FOR POSSESSION OF THE LEASED PREMISES, AND AGAINST ALL PERSONS CLAIMING UNDER OR THROUGH TENANT, IN FAVOR OF LANDLORD, FOR RECOVERY BY LANDLORD OF POSSESSION THEREOF, FOR WHICH THIS AGREEMENT OR A COPY HEREOF VERIFIED BY AFFIDAVIT, SHALL BE A SUFFICIENT WARRANT; AND THEREUPON A WRIT OF POSSESSION MAY IMMEDIATELY ISSUE FOR POSSESSION OF THE LEASED PREMISES, WITHOUT ANY PRIOR WRIT OR PROCEEDING WHATSOEVER AND WITHOUT ANY STAY OF EXECUTION.  IF FOR ANY REASON AFTER SUCH ACTION HAS BEEN COMMENCED, THE SAME SHALL BE TERMINATED AND THE POSSESSION OF THE LEASED PREMISES REMAINS IN OR IS RESTORED TO TENANT, LANDLORD SHALL HAVE THE RIGHT UPON THE OCCURRENCE OF ANY

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SUBSEQUENT EVENT OF DEFAULT TO CONFESS JUDGMENT IN ONE OR MORE FURTHER ACTIONS IN THE MANNER AND FORM SET FORTH ABOVE TO RECOVER POSSESSION OF SAID LEASED PREMISES FOR SUCH SUBSEQUENT DEFAULT.  TENANT WAIVES ALL ERRORS IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT.  NO SUCH TERMINATION OF THIS LEASE, NOR TAKING, NOR RECOVERING POSSESSION OF THE LEASED PREMISES SHALL DEPRIVE LANDLORD OF ANY REMEDIES OR ACTION AGAINST TENANT FOR FIXED BASIC RENT, ADDITIONAL RENT, OR FOR OTHER SUMS DUE HEREUNDER, OR FOR DAMAGES DUE OR TO BECOME DUE FOR THE BREACH OF ANY CONDITION OR COVENANT THEREIN CONTAINED, NOR SHALL THE UPBRINGING OF ANY SUCH ACTION FOR RENT OR OTHER SUMS DUE HEREUNDER, OR BREACH OF COVENANT OR CONDITION, NOR THE RESORT TO ANY OTHER REMEDY HEREIN PROVIDED FOR THE RECOVERY OF RENT OR OTHER SUMS DUE HEREUNDER, OR DAMAGES FOR SUCH BREACH BE CONSTRUED AS A WAIVER OF THE RIGHT TO INSIST UPON THE FORFEITURE AND TO OBTAIN POSSESSION IN THE MANNER HEREIN PROVIDED.

32.2.FOR MONEY.  AFTER AN EVENT OF DEFAULT, TENANT HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS THE PROTHONOTARY OR ANY ATTORNEY OF ANY COURT OF RECORD TO APPEAR FOR TENANT IN ANY SUCH COURT AT ANY TIME THEREAFTER TO WAIVE THE ISSUANCE AND SERVICE OF PROCESS AND TO CONFESS AND ENTER JUDGMENT AGAINST TENANT AND IN FAVOR OF LANDLORD FOR SUCH AGGREGATE AMOUNT OF RENT AND OTHER SUMS DUE TO LANDLORD AS IS UNPAID UNDER THIS LEASE (INCLUDING ANY ACCELERATED RENT), TOGETHER WITH COSTS AND ATTORNEYS’ FEES EQUAL TO THE LESSER OF FIVE THOUSAND DOLLARS ($5,000.00) OR FIVE PERCENT (5%) OF SUCH UNPAID AMOUNTS.  TENANT HEREBY RATIFIES AND CONFIRMS ALL THAT THE ATTORNEY MAY DO BY VIRTUE HEREOF AND WAIVES AND RELEASES ALL ERRORS WHICH MAY INTERVENE IN SUCH PROCEEDINGS.  IF A COPY OF THIS LEASE SHALL BE PRODUCED IN ANY PROCEEDINGS BROUGHT UPON THE WARRANT OF ATTORNEY CONTAINED IN THIS SECTION, SUCH COPY SHALL BE CONCLUSIVE EVIDENCE OF SUCH PROTHONOTARY’S OR ATTORNEY’S AUTHORITY TO TAKE THE ACTION SPECIFIED HEREIN AND IT SHALL NOT BE NECESSARY TO PRODUCE THE ORIGINAL INSTRUMENT.  THE AUTHORITY GRANTED HEREIN TO CONFESS JUDGMENT AGAINST TENANT SHALL NOT BE EXHAUSTED BY ANY EXERCISE THEREOF, BUT MAY BE EXERCISED FROM TIME TO TIME AS OFTEN AS THERE IS OCCASION THEREFOR UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS LEASE.

32.3.WAIVER OF RIGHTS.  THIS PARAGRAPH SETS FORTH A WARRANT OR AUTHORITY AS ATTORNEY TO CONFESS JUDGMENT AGAINST TENANT.  IN GRANTING THIS WARRANT OF ATTORNEY TO CONFESS JUDGMENT AGAINST TENANT, TENANT HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, AND (ON THE ADVICE OF THE SEPARATE COUNSEL OF

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TENANT, IF TENANT HAS USED COUNSEL IN REGARD TO ENTERING INTO THIS LEASE) UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS TENANT HAS OR MAY HAVE TO PRIOR NOTICE AND AN OPPORTUNITY FOR HEARING UNDER THE CONSTITUTIONS AND LAWS OF THE UNITED STATES AND THE COMMONWEALTH OF PENNSYLVANIA.

33.Waiver of Jury Trial; Legal Fees.  IT IS MUTUALLY AGREED BY AND BETWEEN LANDLORD AND TENANT THAT (A) THEY HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, TENANT’S USE OF OCCUPANCY OF THE LEASED PREMISES, OR CLAIM OF INJURY OR DAMAGE, AND (B) IN ANY ACTION ARISING HEREUNDER, THE LEGAL FEES OF THE PREVAILING PARTY WILL BE PAID BY THE OTHER PARTY TO THE ACTION.

34.Security Deposit.  Intentionally omitted.

35.Miscellaneous.

35.1.Remedies Cumulative.  No remedy herein or otherwise conferred upon or reserved to Landlord shall be considered to exclude or suspend any other remedy, but the same shall be cumulative and shall be in addition to every other remedy given hereunder, or now or hereafter existing at law or in equity or by statute, and every power and remedy given by this Lease to Landlord may be exercised from time to time and so often as occasion may arise or as may be deemed expedient.

35.2.No Waiver.  No delay or omission of Landlord to exercise any right or power arising from any default shall impair any such right or power or be construed to be a waiver of any such default or any acquiescence therein.  No waiver of any breach of any of the covenants of this Lease shall be construed, taken or held to be a waiver of any other breach, or as a waiver, acquiescence in, or consent to any further or succeeding breach of the same covenant.  The acceptance by Landlord of any payment of Rent after the termination by Landlord of this Lease or of Tenant’s right to possession hereunder shall not, in the absence of agreement in writing to the contrary by Landlord, be deemed to restore this Lease or Tenant’s right to possession hereunder, as the case may be, but shall be construed as a payment on account and not in satisfaction of damages due from Tenant to Landlord.

35.3.Tenant’s Statement.  Tenant shall furnish to Landlord, within ten (10) days after written request therefore from Landlord, a copy of the then-most recent audited and certified financial statement of Tenant and Guarantor, if any.  It is mutually agreed that Landlord may deliver a copy of such statements to any mortgagee or prospective mortgagee of Landlord, or any prospective purchaser of the Leased Premises, but otherwise Landlord shall treat such statements and information contained therein as confidential.

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35.4.Estoppel Certificates.  Tenant shall at any time and from time to time upon not less than ten (10) days prior written request from Landlord execute, acknowledge, and deliver to Landlord, in form reasonably satisfactory to Landlord and/or Landlord’s mortgagee, a written statement certifying (if true) that Tenant has accepted the Leased Premises, that this Lease is unmodified and in full force and effect (or, if there have been modifications, that the same is in full force and effect as modified and stating the modifications), that Landlord is not in default hereunder, the date to which Rent has been paid in advance, if any, and such other accurate certifications as may reasonably be required by Landlord or Landlord’s mortgagee, agreeing to give copies to any mortgagee of Landlord of all notices by Tenant to Landlord and agreeing to afford Landlord’s mortgagee a reasonable opportunity to cure any default of Landlord.  It is intended that any such statement delivered pursuant to this paragraph may be relied upon by any prospective purchaser or mortgagee of the Leased Premises and their respective successors and assigns.

35.5.Amendments Must Be in Writing.  None of the covenants, terms, or conditions of this Lease, to be kept and performed by either party, shall in any manner be altered, waived, modified, changed or abandoned except by a written instrument duly signed and delivered by the other party.

35.6.Notices.  All notices to or demands upon Landlord or Tenant desired or required to be given under any of the provisions hereof shall be in writing.  Any notices or demands from Landlord to Tenant shall be deemed to have been duly and sufficiently given when received or refused, if sent by United States registered or certified mail in an envelope properly stamped and addressed, or if sent by courier service, with receipt, to Tenant at Tenant’s Address or at such other street address as Tenant may theretofore have designed by written notice to Landlord, and any notices or demands from Tenant to Landlord shall be deemed to have been duly and sufficiently given when received or refused, if sent by United States registered or certified mail in an envelope properly stamped and addressed, or if sent by courier service, with receipt, to Landlord at Landlord’s Address or at such other street address or to such other agent as Landlord or Landlord may theretofore have designated by written notice to Tenant, with a copy to any first mortgagee of the Leased Premises, the identity and address of which Tenant shall have received written notice.

35.7.No Recording.  Neither this Lease nor a memorandum hereof shall be recorded.

35.8.Time of the Essence.  Time is of the essence of this Lease, and all provisions herein relating thereto shall be strictly construed.

35.9.Relationship of Parties.  Nothing contained herein shall be deemed or construed by the parties hereto, or by any third party, as creating the relationship of principal and agent or of partnership, or of joint venture, by the parties hereto, it being understood and agreed that no provision contained in this Lease nor any acts of the parties hereto shall be deemed to create any relationship other than the relationship of landlord and tenant.

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35.10.Captions.  The captions of this Lease are for convenience only and are not to be construed as part of this Lease, and shall not be construed as defining or limiting in any way the scope and intent of the provisions hereof.

35.11.Severability.  If any term or provision of this Lease shall to any extent be held invalid or unenforceable, the remaining terms and provisions of this Lease shall not be affected thereby, but each term and provision of this Lease shall be valid and be enforced to the fullest extent permitted by law.

35.12.Law Applicable.  This Lease shall be construed and enforced in accordance with the laws of the state where the Leased Premises are located, without reference to principles of conflicts of law.

35.13.Covenants Binding on Successors.  All of the covenants, agreements, conditions, and undertakings contained in this Lease shall extend and inure to and be binding upon the heirs, executors, administrators, successors and assigns of the respective parties hereto, the same as if they were in every case specifically named, and wherever in this Lease reference is made to either of the parties hereto, it shall be held to include and apply to, wherever applicable, the heirs, executors, administrators, successors and assigns of such party.  Nothing herein contained shall be construed to grant or confer upon any person or persons, firm, corporation, or governmental authority, other than the parties hereto, their heirs, executors, administrators, successors, and assigns, any right, claim, or privilege by virtue of any covenant, agreement, condition, or undertaking in this Lease contained.

35.14.Brokerage.  Tenant warrants that it has had no dealings with any broker or agent in connection with this Lease.  Tenant covenants to pay, hold harmless, indemnify, and defend Landlord from and against any and all costs, expenses, or liability for any compensation, commissions, and charges claimed by any broker or agent with respect to this Lease or the negotiation thereof.

35.15.Landlord Means Owners.  The term “Landlord” as used in this Lease, so far as covenants or obligations on the part of the Landlord are concerned, shall be limited to mean and include only the owner or owners at the time in question of the fee of the Leased Premises, and in the event of any transfer or transfers of the title to such fee, Landlord herein named (and in case of any subsequent transfer or conveyances, the then- grantor) shall be automatically freed and relieved from, and after the date of such transfer or conveyance of, all liability as respects the performance of any covenants or obligations on the part of Landlord contained in this Lease thereafter to be performed; provided that any funds in the hands of such Landlord or the then-grantor at the time of such transfer in which Tenant has an interest, shall be turned over to the grantee, and any amount then due and payable to Tenant by Landlord or the then-grantor under any provisions of this Lease shall be paid to Tenant.

35.16.Lender’s Requirements.  If any mortgagee or committed financier of Landlord should require, as a condition precedent to the closing of any loan or the disbursal of any money under any loan, that this Lease be amended or supplemented in any manner (other

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than in the description of the Leased Premises, the term, the purpose or the rent or other charges hereunder, or in any other regard as will substantially or materially affect the rights of Tenant under this Lease), Landlord shall give written notice thereof to Tenant, which notice shall be accompanied by a Lease Supplement Agreement embodying such amendments and supplements.  Tenant shall, within ten (10) days after the effective date of Landlord’s notice, either consent to such amendments and supplements (which consent shall not be unreasonably withheld) and execute the tendered Lease Supplement Agreement, or deliver to Landlord a written statement of its reason or reasons for refusing to so consent and execute.  Failure of Tenant to respond within the ten (10) day period shall be a default under this Lease without further notice.  If Landlord and Tenant are then unable to agree on a Lease Supplement Agreement satisfactory to each of them and to the lender within thirty (30) days after delivery of Tenant’s written statement, Landlord shall have the right to terminate this Lease within sixty (60) days after the end of the thirty (30) day period.

35.17.Signs.  Tenant shall install no exterior sign without Landlord’s prior written approval of detailed plans and specifications therefore.  If Landlord has a standard form of identity sign for tenants in the industrial park of which the Leased Premises are a part, and if Tenant desires to have an identity sign on the Leased Premises, Tenant shall advise Landlord of the name it desires to have on its sign and Landlord shall install its standard sign showing such name.  Tenant shall reimburse Landlord for Landlord’s costs of producing and erecting the sign within ten (10) days after being billed therefore by Landlord.

35.18.Force Majeure.  Landlord shall not be deemed in default with respect to any of the terms, covenants and conditions of this Lease on Landlord’s part to be performed if Landlord’s failure to timely perform same is due in whole or in part to any strike, lockout, labor trouble (whether legal or illegal), civil disorder, failure of power, restrictive governmental laws and regulations, riots, insurrections, war, shortages, accidents, casualties, acts of God, acts caused directly by Tenant or Tenant’s agents, employees and invitees, or any other cause beyond the reasonable control of Landlord.

35.19.Landlord’s Expenses.  Tenant agrees to pay on demand Landlord’s expenses, including reasonable attorneys’ fees, expenses, and administrative hearing and court costs incurred, either directly or indirectly, in enforcing any obligation of Tenant under this Lease, in curing any default by Tenant, in connection with appearing, defending, or otherwise participating in any action or proceeding arising from the filing, imposition, contesting, discharging, or satisfaction of any lien or claim for lien, in defending or otherwise participating in any legal proceedings initiated by or on behalf of Tenant wherein Landlord is not adjudicated to be in default under this Lease, or in connection with any investigation or review of any conditions or documents in the event Tenant requests Landlord’s agreement, approval or consent to any action of Tenant that may be desired by Tenant or required of Tenant hereunder.

35.20.Execution of Lease by Landlord.  The submission of this document for examination and negotiation does not constitute an offer to lease, or a reservation of, or option for, the Leased Premises, and this document shall become effective and binding

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only upon the execution and delivery hereof by Tenant and by Landlord.  All negotiations, considerations, representations, and understandings between Landlord and Tenant are incorporated herein.

35.21.Tenant’s Authorization.  If Tenant is a corporation, partnership, association, limited liability company, or any other entity, Tenant shall furnish to Landlord, within ten (10) days after written request therefore from Landlord, certified resolutions of Tenant’s directors or other governing person or body authorizing execution and delivery of this Lease and performance by Tenant of its obligations hereunder, and evidencing that the person who physically executed the Lease on behalf of Tenant was duly authorized to do so.

35.22.Counterparts; Facsimile and Email.  This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.  Delivery of an executed counterpart of this Agreement by facsimile or email shall be equally as effective as delivery of a manually executed counterpart.  Any party hereto delivering a counterpart of this Agreement by facsimile or email shall also deliver a manually executed counterpart, but the failure to so deliver a manually executed counterpart shall not affect the validity, enforceability, or binding effect hereof.

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease the day and year first above written.

NEW ENTERPRISE STONE & LIME CO., INC.		ADLEE PRECAST, INC.
By:		By:	/s/ Larry M. Ellenberger, Jr.
	Name: James W. Van Buren		Name: Larry M. Ellenberger, Jr.
	Title: Vice Pres. Development and COO		Title: Vice Pres.
	Date: April 11, 2006		Date: April 11, 2006

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35.23.only upon the execution and delivery hereof by Tenant and by Landlord.  All negotiations, considerations, representations, and understandings between Landlord and Tenant are incorporated herein.

35.24.Tenant’s Authorization.  If Tenant is a corporation, partnership, association, limited liability company, or any other entity, Tenant shall furnish to Landlord, within ten (10) days after written request therefore from Landlord, certified resolutions of Tenant’s directors or other governing person or body authorizing execution and delivery of this Lease and performance by Tenant of its obligations hereunder, and evidencing that the person who physically executed the Lease on behalf of Tenant was duly authorized to do so.

35.25.Counterparts; Facsimile and Email.  This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.  Delivery of an executed counterpart of this Agreement by facsimile or email shall be equally as effective as delivery of a manually executed counterpart.  Any party hereto delivering a counterpart of this Agreement by facsimile or email shall also deliver a manually executed counterpart, but the failure to so deliver a manually executed counterpart shall not affect the validity, enforceability, or binding effect hereof.

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease the day and year first above written.

NEW ENTERPRISE STONE & LIME CO., INC.		ADLEE PRECAST, INC.
By:	/s/ James W. Van Buren	By:
	Name: James W. Van Buren		Name: Larry M. Ellenberger, Jr.
	Title: Vice Pres. Development and COO		Title: Vice Pres.
	Date: April 11, 2006		Date: April 11, 2006

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EX-10.32

Exhibit 10.32

NEW ENTERPRISE STONE & LIME CO., INC.
3912 Brumbaugh Road
New Enterprise, PA 16664

May 1, 2006

Adlee Precast, Inc.
3346 Olivet Road
Saltsburg, PA 15681

Attention: Larry Ellenberger, Vice President

Dear Mr. Ellenberger:

Pursuant to the terms of this binding letter agreement (this “Agreement”), Adlee Precast, Inc., a Pennsylvania corporation (“Customer”) agrees to purchase certain concrete products described on Exhibit A attached hereto (the “Products”), from New Enterprise Stone & Lime Co., Inc., a Delaware corporation (“NESL”) upon the terms and conditions set forth in this Agreement.  The terms and conditions of this Agreement, as supplemented by the terms and conditions of any sales order, invoice or other writing provided by NESL in connection with the purchase and sale of Products and which are not inconsistent with this Agreement, will supersede any and all conflicting terms or conditions of any purchase order, confirmation order, invoice or other writing provided by Customer relating to the purchase and sale of the Products.

1.Requirements Purchase.  During the Term of this Agreement (as defined in Paragraph 8 hereof), NESL will sell to Customer, and Customer will purchase exclusively from NESL, all Products that Customer requires for use in Customer’s business of manufacturing pre-cast medial barriers (the “Business”).  Customer will not enter into any contractual relationship with any person or entity which would negate or interfere with its obligations to purchase its requirements of Products from NESL under this Agreement.  Notwithstanding the foregoing, nothing in this Agreement shall preclude Customer from entering into any contractual relationship that is required by the Business during any suspension described in paragraph 14, below.

2.Price.  NESL and Customer agree that the price for the Products supplied by NESL to Customer under the terms of this Agreement will be as set forth on Exhibit A attached hereto, as amended form time to time by NESL.  NESL will have the right to change prices for each of the NESL Products at any time provided that the prices remain competitive with other comparable distributors.  Prices of all Products are exclusive of sales taxes, duties and levies of any kind whatsoever.  Customer will be solely responsible for the payment of any such taxes, duties or levies.

3.Payment Terms.  Customer will pay all amounts due to NESL within sixty (60) days after receipt by Customer of an invoice for such Products.  NESL, in it sole discretion, may add to all overdue invoices, a late charge of 1.5% of the outstanding amount overdue, from the due date of such invoice to the date of payment.  Payments may be made by check or such other means as will be mutually acceptable to NESL and Customer.  During the Term of this Agreement, if the agreed payment terms are not met, NESL reserves the right to review such payment terms with Customer and, thereafter, to stop extending credit to Customer.  All invoices are to be paid in full

and without deduction.  Any potential discrepancies are to be communicated to NESL in writing and resolved after payment of the full invoice amount.

4.Requests for Products.  From time to time, Customer will provide to NESL via facsimile or other communication agreed to by the parties a purchase order (each a “Purchase Order”) setting forth NESL Products which Customer wishes to purchase.  Customer will include in each Purchase Order the following information: the type and quantity of NESL Products desired, the total order price and the requested delivery location and date.  Within five (5) days after NESL receives a Purchase Order form Customer, NESL will send to Customer written notice of acceptance or rejection of such Purchase Order (each a “Sales Order”).  If NESL has accepted a Purchase Order from Customer, NESL will use its reasonable best efforts to fulfill the Purchase Order but will have no liability to Customer or any other third party arising form or out of NESL’s failing to do so.

5.Delivery.  NESL will use its best efforts to deliver the NESL Products to the location specified by Customer in any Purchase Order on the date specified in NESL’s Sales Order.  All NESL Products will be delivered by NESL F.O.B. to the Leased Premises.

6.Title and Risk of Loss.  Title to the Products, and all risk of loss or damage, will pass to Customer upon the delivery of Products at the point of delivery specified in Exhibit A attached hereto.

7.Specifications, Inspection and Acceptance, Warranty.  NESL warrants that the Products will meet the specifications set forth on Exhibit B (the “Specifications”).  Customer has full responsibility to ensure that Products that meet the Specifications are suitable for its Business.  NESL does not warrant that Products delivered by it will be suitable for Customer’s Business.  Customer will conduct, at its own expense, an inspection of the Products upon delivery to confirm that the Products meet the Specifications.  Following such inspection, Customer may reject any Products which fail to meet the Specifications.  Customer will be deemed to have accepted any Products which Customer removes from the point of delivery.  Rejection of Products that do not meet the Specifications will not give rise to any claim by Customer whatsoever.  NESL’s sole obligation with respect to any Products furnished pursuant to this Agreement which do not meet the Specifications will be strictly and exclusively limited to replacement of the nonconforming Products, which replacement shall be made no later than ten (10) days following NESL’s receipt of a notice of rejection.  In no event will NESL bear any responsibility for any claims, charges, liabilities, costs, expenses or damages arising from any Products provided under the terms of this Agreement.  This Paragraph 7 is in lieu of all warranties and guaranties, express or implied, including, without limitation, warranties of merchantability and warranties of fitness for a particular purpose.  No promise or affirmation of fact made by any employee, agent or representative of NESL will constitute a warranty or guarantee or give rise to any liability or obligation.  In no event will NESL be liable to Customer or any other person or entity for consequential, incidental, special, liquidate, punitive or other damages irrespective of whether such claims or actions for such damages are based upon contract, tort, negligence, strict liability, warranty or otherwise.  In no event will either party have any liability, whether based in contract, tort (including, without limitation, negligence) warranty or any other legal or equitable grounds, for any loss of interest, profit or revenue by the other party or for any consequential, indirect, incidental, special, punitive or exemplary damages

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suffered by the other party, arising form or related to this Agreement, even if such party has been advised of the possibility of such losses or damages.

8.Term.  The term of this Agreement shall commence on May 1, 2006 (hereinafter sometimes referred to as “Commencement Date”), and shall end on April 30, 2008, unless sooner terminated as herein set forth.  The term shall automatically renew for successive one-year periods unless either party gives the other party written notice of nonrenewal at least 60 days prior to the expiration of the then-current term.

9.Termination.  Either party will have the right, but not the obligation, to terminate this Agreement immediately if at any time (i) the other party will be in material breach of any of its obligations hereunder and such breach will not be cured within fifteen (15) days (or such shorter time as may be reasonable, in the case of activities or conditions that pose a risk of injury to persons or damage to property) after receipt of written notice thereof; (ii) the other party will be the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors; (iii) the other party will become the subject of any involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, and such petition or proceeding will not be dismissed within sixty (60) days of filing; (iv) the business of the other party will be liquidated or otherwise terminated on any basis; (v) the other party will become insolvent or unable to pay its debts as they become due or (vi) that certain Industrial Space Lease of even date herewith between the parties, as amended from time to time, terminates.  A party may exercise its rights to terminate pursuant to paragraph by written notice to the other party.  Upon expirations or termination of this Agreement, the following will apply: (i) NESL will not be obligated to accept from Customer and Customer will not be obligated to provide to NESL, any further requests for Products.  All obligations under and with respect to prior requests for Products will cease and be of no further force or effect (but this Agreement, as it relates to the parties’ obligations with respect to Products delivered prior to the effective date of termination, will continue and be in full force and effect); and (ii) Customer will perform its obligations under Paragraph 11 hereof, pay to NESL all amounts accrued and owing through the expiration or termination date in accordance with Paragraph 3 hereof.

10.Limitation of Liability.  NESL will have no duty or obligation hereunder other than to take such specific actions as are required of it from time to time under the provisions hereof, and it will incur no liability hereunder or in connection herewith for anything whatsoever, other than as a result of its own gross negligence or willful misconduct.

11.Indemnification.  Customer, on behalf of itself and its shareholders, directors, officers, employees, agents and representatives (collectively, the “Indemnifying Parties”) agree to indemnify, hold harmless and defend NESL and its subsidiaries and affiliates, and its and their respective officers, directors, employees, representatives and invitees (collectively, the “Indemnified Parties”) from and against any and all losses, claims, damages, liabilities and expenses, including, without limitation, reasonable fees of counsel (“Claims”), resulting from, relating to or arising out of: (a) any negligent or intentional acts or omissions of the Indemnifying Parties , (b) any non-compliance by the Indemnifying Parties with any state or federal law, (c) any failure by Indemnifying Parties to perform or comply with any provision of this Agreement, (d) any bodily injury or death of any person, including without limitation, any

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employees of Customer located at the Customer Plant , which may have directly or indirectly, resulted from the manufacturing, batching, shipping, delivery, or use of the NESL Products or any Customer products into which the NESL Products are incorporated or any other activity arising out of or in connection with, or as contemplated by, this Agreement, and (e) any damage or loss to any property or the environment which may have directly or indirectly, resulted form the manufacturing, batching, shipping, delivery, or use of the NESL Products or any Customer products into which the NESL Products are incorporated or any other activity arising out of or in connection with, or as contemplated, by this Agreement; except to the extent such Claims are exclusively attributable to and caused by the sole and exclusive negligence or willful misconduct of the Indemnified Parties.  The foregoing indemnities in this Section 11 will survive termination of this Agreement.

12.Independent Contractor.  The parties to this Agreement are independent contractors.  Neither party will have the power to bind the other or to incur obligations on behalf of the other without the other party’s prior written consent.  No employee of NESL acting under the terms of this Agreement will be deemed to be an agent or employee of Customer.  No employee of Customer acting under the terms of this Agreement will be deemed to be an agent or employee of Customer.  No employee of Customer acting under the terms of this Agreement will be deemed to be an agent or employee of NESL.

13.No Ownership Rights.  Customer recognizes and acknowledges the great value of the goodwill associated with the name and trademarks of NESL, and the identification of products therewith.  Customer agrees that it obtains no rights, title or interest in or to any of the trademarks, trade names, logos, service marks or other markings belonging to NESL or its suppliers.  Customer agrees not to attack the validity of any NESL trademarks or to assist any other party in so doing during the Term.

14.Force Majeure.  Neither party will be liable for any delay or failure to perform this Agreement, in whole or in part, by reason of causes, events or contingencies beyond the reasonable control and without fault or negligence of the party failing to perform whether herein specifically enumerated or not, including, without limitation, acts of God, war, acts of war, revolution, civil commotion, riot, acts of public enemies, blockage or embargo, delays of carriers, car shortage, fire, explosion, breakdown of equipment of facilities, strike, lockout, labor dispute, casualty or accident, earthquake, epidemic, flood, hurricane or other weather condition, delays or other contingencies interfering with production or with customary or usual means of transportation of the Products, or by reason of any law, order, proclamation, regulation, ordinance, requisition or requirement or any other act of any governmental authority, local, state or federal, including court order, judgments or decrees or actions of any governmental authority respecting the registration, cancellation, suspension, labeling and/or ability to transport or sell Aggregates or any other cause whatsoever; provided, that the party so affected will give prompt written notice to the other party of the event causing the delay or impediment and will use all due diligence to overcome the effects of the event as promptly as possible.  In the event of such failure, the obligation of the party that is interfered with by the event will be suspended until the cause for the suspension is removed.  Neither party will be required to resolve a strike, lockout or other labor problem in a manner which it alone does not deem proper and advisable.  This paragraph shall not apply to the obligation to pay for Products under paragraph 3.

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15.Insurance.  Each party will be responsible for maintaining insurance upon its own inventory, equipment, furniture, fixtures, supplies and other property.  Each party will pay worker’s compensation insurance upon its own employees in accordance with applicable laws.  At NESL’s request, Customer shall supply certificates of such insurance (including NESL as an additional insured with 30 days notice of cancellation, in the case of liability insurance).

16.Dispute Resolution.  In the spirit of continued cooperation, the parties intend to and hereby establish the following dispute resolution procedure to be utilized in the unlikely event any controversy should arise out of or concerning the performance of this Agreement.  It is the intent of the parties that any dispute be resolved informally and promptly through good faith negotiation between Customer and NESL.  Either party may initiate negotiation proceedings by written notice to the other party setting forth the particulars of the dispute.  The parties agree to meet in good faith to jointly define the scope and a method to remedy the dispute.  If these proceedings are not productive of a resolution, then senior management of Customer and NESL are authorized to and will need personally to confer in a bona fide attempt to resolve the matter.  Should any disputes remain existent between the parties after completion of the two-step resolution process set forth above, then the parties will promptly submit any dispute to mediation with a mutually acceptable independent mediator located in the Blair County, Pennsylvania.  In the event mediation is not successful in resolving the dispute, the parties agree to submit the dispute to the Court of Common Please of Blair County, Pennsylvania, or if it has or can acquire jurisdiction, to the United States District Court for the Western District of Pennsylvania.  Each of NESL and Customer hereby consents to the personal and exclusive jurisdiction of such courts and hereby waives any objection that NESL or Customer may have to the laying of venue of any such proceeding and any claim or defense of inconvenient forum.

17.Assignment.  NESL will have the right upon reasonable notice to Customer, to assign all or any part of this Agreement to one of its subsidiaries or affiliates.  Customer may not assign this Agreement without the prior written consent of NESL.

18.General Terms and Conditions of Sale.  All orders, offers, acceptances, confirmations, contracts, shipments and sales between Customer and NESL include and are subject to the following terms and condition notwithstanding any contrary provisions of any purchase order or other correspondence or communication from Customer.

18.1.The Uniform Commercial Code as adopted in the Commonwealth of Pennsylvania (the “Code”) shall govern this sale, without reference to principles of conflicts of law.  Whenever a term defined by the Code is used herein, the definition in the Code shall control.

18.2.Any tax or other government charge upon production, sale on shipment of Products imposed by Federal, State or Municipal authorities, shall be added to the purchase price and shall be paid by Customer.

18.3.NESL may refuse, change or withdraw extensions of credit at any time in its sole discretion.  NESL shall have the right to demand payment on delivery of the Products or prior to shipment of the Products to the extent it deems advisable.

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18.4.If Customer fails to pay any invoice when due, or fails to accept any conforming Products as scheduled, NESL may, without prejudice to other remedies, either defer further shipments until the default is corrected or cancel the unfilled portion of the order and of all other orders.

18.5.Customer may not, after accepting the Products in accordance with paragraph 7, above, revoke the acceptance.

18.6.NESL shall not be liable for anticipatory breach, and Customer may not refuse to accept any subsequent shipment of Products, if NESL fails to deliver any shipment or if Products in any shipment do not meet the Specifications.

18.7.Title to the Products shall remain with the NESL until Customer takes physical possession on the Products.

18.8.Acceptance or acquiescence in a course of performance shall not be relevant to determine the meaning of this Agreement, even though the accepting or acquiescing party has knowledge of the nature of the performance and opportunity for objection.

18.9.Customer and NESL can only modify the terms of an invoice by a writing signed by both.

18.10.NESL’s waiver of any provisions herein or any breach thereof shall not constitute a waiver of any subsequent breach nor of any other provision herein.

18.11.If Customer fails to pay any invoice in full when due, Customer shall pay NESL’s collection costs.  In the event of a lawsuit between Customer and NESL, Customer shall pay NESL’s court costs and attorneys’ fees.

19.Counterparts; Facsimile and Email.  This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.  Delivery of an executed counterpart of this Agreement by facsimile or email shall be equally as effective as delivery of a manually executed counterpart.  Any party hereto delivering a counterpart of this Agreement by facsimile or email shall also deliver a manually executed counterpart, but the failure to so deliver a manually executed counterpart shall not affect the validity, enforceability, or binding effect hereof.

20.Miscellaneous.  This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.  The headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement.  This Agreement sets forth the entire understanding of the parties hereto with respect to the transactions contemplated hereby and will not be amended or terminated except by a written instrument duly executed by each of the parties hereto.  Any and all prior or contemporaneous agreements or understandings between the parties regarding the subject matter hereof are superseded in their entirety by this Agreement.  This Agreement may be executed in one or more counterparts and by facsimile, and by the different parties hereto in separate

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counterparts, each of which when executed will be deemed to be an original but all of which will constitute one and the same agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement, intending to be legally bound, on the dates set forth below, but effective as of the date first above written.

NEW ENTERPRISE STONE & LIME CO., INC.		ADLEE PRECAST, INC.
By:		By:	/s/ Larry M. Ellenberger, Jr.
	Name: James W. Van Buren		Name: Larry M. Ellenberger, Jr.
	Title: Vice Pres. Development and COO		Title: Vice Pres.
	Date: April 11, 2006		Date: April 11, 2006

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21.counterparts, each of which when executed will be deemed to be an original but all of which will constitute one and the same agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement, intending to be legally bound, on the dates set forth below, but effective as of the date first above written.

NEW ENTERPRISE STONE & LIME CO., INC.		ADLEE PRECAST, INC.
By:	/s/ James W. Van Buren	By
	Name: James W. Van Buren		Name: Larry M. Ellenberger, Jr.
	Title: Vice Pres. Development and COO		Title: Vice Pres.
	Date: April 11, 2006		Date: April 11, 2006

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EXHIBIT A

NESL PRODUCTS AND PRICES

All material to be delivered from NESL Roaring Spring facility to Adlee Leased space at NESL Newcrete Plant

$87.25/cy delivered in mixer (Customer’s Specifications)

$110.75/cy delivered in mixer (Customer’s Specifications with Ipanex )

$7.50/cy deduct from above process if Adlee ready-mix trucks haul concrete

Delivery to be made only between the hours of 5 pm to 5 am (Sunday -Thursday)

These prices are effective February           , 2006, and are subject to change with 30 days written notice.

NOTE:$ 3.00 per Cu. Yd. additional for heat.
$ 2.00 per Cu. Yd. additional for every percent of calcium chloride.
$ 3.25 per Cu. Yd. additional for every percent of non-chloride accelerator.
$10.00 per Cu. Yd. additional for hot weather concrete.
$ 5.00 per Cu. Yd. additional for superplasticizer.

TRUCK DEMURRAGE SCHEDULE
Allowed Time	30 minutes
Unloading Overtime	$65.00 per hour

EX-10.33

Exhibit 10.33

YOUR DEPOSIT ACCOUNT TERMS AND CONDITIONS

AGREEMENT - These terms govern the operation of this account unless varied or supplemented in writing.  Unless it would be inconsistent to do so, words and phrases used in this document should be construed so that the singular includes the plural and the plural includes the singular.  As used in this form, the words “we,” “our,” or “us” mean the financial institution and the words “you” or “your” mean the account holder(s).  This account may not be transferred or assigned without our written consent.

Much of our relationship with our deposit customers is regulated by state and federal law, especially the law relating to negotiable instruments, the law regulating the methods of transferring property upon death and the rights of surviving spouses and dependents, the law pertaining to estate and other succession taxes, the law regarding electronic funds transfer, and the law regarding the availability of deposited funds.  This body of law is too large and complex to be reproduced here.  Any provision that appoints us as an agent is not subject to the provisions of 20 Pa.C.S.A.  Section 5601 et seq. (Chapter 56; Decedents, Estates and Fiduciaries Code).  By exercising any of our rights under this agreement, we do so for our sole benefit.

The purpose of this form is to:

(1)summarize the rules applicable to the more common transactions;

(2)establish rules to govern transactions or circumstances which the law does not regulate; and

(3)establish rules for certain events or transactions which the law already regulates but permits variation by agreement.

We may permit some variations from this standard agreement, but any such variations must be agreed to in writing either on our signature card for the account or in some other written form.

LIABILITY - Each of you agrees, for yourself (and the person or entity you represent if you sign as a representative of another) to the terms of this account and the schedule of charges that may be imposed.  You authorize us to deduct these charges as accrued directly from the account balance.  You also agree to pay additional reasonable charges we may impose for services you request which are not contemplated by this agreement.  Each of you also agrees to be jointly and severally liable for any account deficit resulting from charges or overdrafts, whether caused by you or another authorized to withdraw from this account, and the costs we incur to collect the deficit including, to the extent permitted by law, our reasonable attorneys’ fees.

DEPOSITS - Any items, other than cash, accepted for deposit (including items drawn “on us”) will be given provisional credit only until collection is final (and actual credit for deposits of, or payable in, foreign currency will be at the exchange rate in effect on final collection in U.S. dollars).  Unless otherwise disclosed, interest on non-consumer accounts will be paid only on collected funds, subject to minimum balance or other limitations, if any.  We are not responsible for transactions initiated by mail or outside depository until we actually record them.  All transactions received after our “daily cut-off time” on a business day we are open, or received on a day in which we are not open for business, will be treated and recorded as if initiated on the next following business day that we are open.

WITHDRAWALS - Unless otherwise clearly indicated on the account records, any one of you who signs this form including authorized signers, may withdraw or transfer all or any part of the account balance at any time on forms approved by us.  Each of you (until we receive written notice to the contrary) authorizes each other person signing this form to endorse any item payable to you or your order for deposit to this account or any other transaction with us.  We may charge against your account a check, even though payment was made before the date of the check, unless you have given us written notice of the postdating.  The fact that we may honor withdrawal requests which overdraw the finally collected account balance does not obligate us to do so, unless required by law.  Withdrawals will first be made from collected funds, and we may, unless prohibited by law or our written policy, refuse any withdrawal request against uncollected funds, even if our general practice is to the contrary.  We reserve the right to refuse any withdrawal or transfer request which is attempted by any method not specifically permitted, which is for an amount less than any minimum withdrawal requirement, or which exceeds any frequency limitation.  Even if we honor a nonconforming request, repeated abuse of the stated limitations (if any) may eventually force us to close this account.  We will use the date a transaction is completed by us (as opposed to the day you initiate it) to apply the frequency limitations.  NOTICE UNDER PENNSYLVANIA LAW WE RESERVE THE RIGHT TO REQUIRE NOT LESS THAN 14 DAYS’ PRIOR WITHDRAWAL NOTICE BEFORE PAYING REQUESTS FOR WITHDRAWAL FROM NOW ACCOUNTS.  On interest-bearing accounts other than NOW accounts and time deposits, we reserve the right to require at least seven days’ written notice before any withdrawal or transfer.  Withdrawals from a time deposit prior to maturity or prior to the expiration of any notice period may be restricted and may be subject to penalty.  See your notice of penalties for early withdrawal.

ACH AND WIRE TRANSFERS - This agreement is subject to Article 4A of the Uniform Commercial Code in the state in which you have your account with us.  If you originate a fund transfer for which Fedwire is used, and you identify by name and number a beneficiary financial institution, an intermediary financial institution or a beneficiary, we and every receiving or Beneficiary financial institution may rely on the identifying number to make payment.  We may rely on the number even if it identifies a financial institution, person or account other than the one named.  You agree to be bound by automated clearing house association rules.  These rules provide, among other things, that payments made to you, or originated by you, are provisional until final settlement is made through a Federal Reserve Bank or payment is otherwise made as provided in Article 4A-403(a) of the Uniform Commercial Code.  If we do not receive such payment, we are entitled to a refund from you in the amount credited to your account and the party originating such payment will not be considered to have paid the amount so credited, if we receive a credit to an account you have with us by wire or ACH, we are not required to give you any notice of the payment order or credit.

OWNERSHIP OF ACCOUNT AND BENEFICIARY DESIGNATION - You intend these rules to apply to this account depending on the form of ownership and beneficiary designation, if any, specified on page 1.  We make no representations as to the appropriateness or effect of the ownership and beneficiary designations, except as they determine to whom we pay the account funds.  Individual Account - is owned by one person.  Joint Account - With Survivorship (And Not As Tenants In Common) - is owned by two or more persons.  Each of you intend that upon your death the balance in the account (subject to any previous pledge to which we have consented) will belong to the survivor(s).  If two or more of you survive, you will own the balance in the account as joint tenants with survivorship and not as tenants in common.  Joint Account - No Survivorship (As Tenants In Common) - is owned by two or more persons, but none of you intend (merely by opening this account) to create any right of survivorship in any other person.  We encourage you to agree and tell us in writing of the percentage of the deposit contributed by each of you.  This information will not, however, affect the “number of signatures” necessary for withdrawal.  Revocable Trust Account - If two or more of you create such an account, you own the account jointly with survivorship.  Beneficiaries acquire the right to withdraw only if:  (1) all persons creating the account die, and (2) the beneficiary is then living.  If two or more beneficiaries are named and survive the death of all persons creating the account, such beneficiaries will own this account in equal shares, without right of survivorship.  Any such beneficiary may withdraw all or any part of the account balance.  The person(s) creating this

account type reserve the right to:  (1) change beneficiaries, (2) change account types, and (3) withdraw all or part of the deposit at any time.  Corporate, Partnership, and other Organizational Accounts - We will usually require a separate authorization form designating the person permitted and conditions required for withdrawal from any account in the name of a legal entity such as a partnership, corporation, or other organization.  We will honor such authorization according to its terms until it is amended or terminated in writing by the governing body of such organization.

STOP-PAYMENTS - A stop-payment order must be given in the manner required by law and must be received in time to give us a reasonable opportunity to act on it before our stop-payment cut-off time.  Our stop-payment cut-off time is one hour after the opening of the next banking day after the banking day on which we receive the item.  Additional limitations on our obligation to stop-payment are provided by law.  A stop-payment order must precisely identify the number, date and amount of the item, and the payee.  We will honor a stop-payment request by the person who signed the particular item, and, by any other person, even though such other person did not sign the item, if such other person has an equal or greater right to withdraw from this account than the person who signed the item in question.  A release of the stop-payment request may be made only by the person who initiated the stop-payment.

AMENDMENTS AND TERMINATION - We may change any term of this agreement.  Rules governing changes in interest rates have been provided separately.  For other changes we will give you reasonable notice in writing or by any other method permitted by law.  We may also close this account at any time upon reasonable notice to you and tender of the account balance personally or by mail.  Notice from us to any one of you is notice to all of you.

STATEMENTS - You must examine your statement of account with “reasonable promptness.”  If you discover (or reasonably should have discovered) any unauthorized payments or alterations, you must promptly notify us of the relevant facts.  If you fail to do either of these duties, you will have to either share the loss with us, or bear the loss entirely yourself (depending on whether we exercised ordinary care and, if not, whether we substantially contributed to the loss).  The loss could be not only with respect to items on the statement but other items forged or altered by the same wrongdoer.  You agree that the time you have to examine your statement and report to us will depend on the circumstances, but that such time will not, in any circumstance, exceed a total of 30 days from when the statement is first made available to you.

You further agree that if you fail to report any unauthorized signatures, alterations, forgeries or any other errors in your account within 60 days of when we make the statement available, you cannot assert a claim against us on any items in that statement, and the loss will be entirely yours.  This 60 day limitation is without regard to whether we exercised ordinary care.  The limitation in this paragraph is in addition to that contained in the first paragraph of this section.

DIRECT DEPOSITS - If, in connection with a direct deposit plan, we deposit any amount in this account which should have been returned to the Federal Government for any reason, you authorize us to deduct the amount of our liability to the Federal Government from this account or from any other account you have with us, without prior notice and at any time, except as prohibited by law.  We may also use any other legal remedy to recover the amount of our liability.

TEMPORARY ACCOUNT AGREEMENT - If this option is selected, we may restrict or prohibit further use of this account if you fail to comply with the requirements we have imposed within a reasonable time.

SET-OFF - You each agree that we may (without prior notice and when permitted by law) set off the funds in this account against any due and payable debt owed to us now or in the future, by any of you having the right of withdrawal, to the extent of such persons’ or legal entity’s right to withdraw.  If the debt arises from a note, “any due and payable debt” includes the total amount of which we are entitled to demand payment under the terms of the note at the time we set off, including any balance the due date for which we properly accelerate under the note.  This right of set-off does not apply to this account if:  (a) it is an Individual Retirement Account or other tax-deferred retirement account, or (b) the debt is created by a consumer credit transaction under a credit card plan, or (c) the debtor’s right of withdrawal arises only in a representative capacity.  We will not be liable for the dishonor of any check when the dishonor occurs because we set off a debt against this account.  You agree to hold us harmless from any claim arising as a result of our exercise of our right of set-off.

AUTHORIZED SIGNER (Individual Accounts Only) - An authorized signer is someone you designate to conduct transactions on your behalf, but does not have any ownership or rights at death unless named as a Revocable Trust beneficiary.  The designation of an authorized signer does not create a power of attorney; therefore, the authorized signer is not subject to the provisions of 20 Pa.C.S.A.  Section 5601 et seq. (Chapter 66; Decedents.  Estates and Fiduciaries Code).

RESTRICTIVE LEGENDS - We are not required to honor any restrictive legend on checks you write unless we have agreed to the restriction in a writing signed by one of our officers.  Examples of restrictive legends are “must be presented within 90 days” or “not valid for more than $1,000.”

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ASSIGNMENT OF DEPOSIT ACCOUNT

Principal $235,413.01	Loan Date 12-27-2007	Maturity	Loan No 40000773	Call / Coll 0500	Account 40000659	Officer JW	Initials
References in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan or item.  Any item above containing “***” has been omitted due to text length limitations.

Grantor:          Eastern Industries, Inc.
4401 Camp Meeting Road, Suite 200
Center Valley, PA 18034 Lender:           Team Capital Bank
Bethlehem Office
(610)297-4040
2151 Emrick Boulevard
Bethlehem, PA 18020

THIS ASSIGNMENT OF DEPOSIT ACCOUNT dated December 27, 2007, is made and executed between Eastern Industries, Inc. (“Grantor”) and Team Capital Bank (“Lender”).

ASSIGNMENT.  For valuable consideration, Grantor assigns and grants to Lender a security interest in the Collateral, including without limitation the deposit accounts described below, to secure the Indebtedness and agrees that Lender shall have the rights stated in this Agreement with respect to the Collateral, in addition to all other rights which Lender may have by law.

COLLATERAL DESCRIPTION.  The word “Collateral” means the following described deposit account (“Account”):

CD Account Number 30013924 with Lender with an approximate balance of $235,413.01

together with (A) all interest, whether now accrued or hereafter accruing; (B) all additional deposits hereafter made to the Account; (C) any and all proceeds from the Account; and (D) all renewals, replacements and substitutions for any of the foregoing.

In addition, the word “Collateral” includes all of Grantor’s property (however owned if owned by more than one person or entity), in Lender’s possession (or in the possession of a third party subject to Lender’s control), whether existing now or later and whether tangible or intangible in character, including without limitation each and all of the following:

(A)All property to which Lender acquires title or documents of title.

(B)All property assigned to Lender.

(C)All promissory notes, bills of exchange, stock certificates, bonds, savings passbooks, time certificates of deposit, insurance policies, and all other instruments and evidences of an obligation.

(D)All records relating to any of the property described in this Collateral section, whether in the form of writing, microfilm, microfiche, or electronic media.

CROSS-COLLATERALIZATION.  In addition to the Note, this Agreement secures all obligations, debts and liabilities, plus interest thereon, of Grantor to Lender, or any one or more of them, as well as all claims by Lender against Grantor or any one or more of them, whether now existing or hereafter arising, whether related or unrelated to the purpose of the Note, whether voluntary or otherwise, whether due or not due, direct or indirect, determined or undetermined, absolute or contingent, liquidated or unliquidated, whether Grantor may be liable individually or jointly with others, whether obligated as guarantor, surety, accommodation party or otherwise, and whether recovery

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upon such amounts may be or hereafter may become barred by any statute of limitations, and whether the obligation to repay such amounts may be or hereafter may become otherwise unenforceable.

RIGHT OF SETOFF.  To the extent permitted by applicable law, Lender reserves a right of setoff in all Grantor’s accounts with Lender (whether checking, savings, or some other account).  This includes all accounts Grantor holds jointly with someone else and all accounts Grantor may open in the future.  However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law.  Grantor authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the Indebtedness against any and all such accounts, and, at Lender’s option, to administratively freeze all such accounts to allow Lender to protect Lender’s charge and setoff rights provided in this paragraph.

GRANTOR’S REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL.  With respect to the Collateral, Grantor represents and promises to Lender that:

Ownership.  Grantor is the lawful owner of the Collateral free and clear of all loans, liens, encumbrances, and claims except as disclosed to and accepted by Lender in writing.

Right to Grant Security Interest.  Grantor has the full right, power, and authority to enter into this Agreement and to assign the Collateral to Lender.

No Prior Assignment.  Grantor has not previously granted a security interest in the Collateral to any other creditor.

No Further Transfer.  Grantor shall not sell, assign, encumber, or otherwise dispose of any of Grantor’s rights in the Collateral except as provided in this Agreement.

No Defaults.  There are no defaults relating to the Collateral, and there are no offsets or counterclaims to the same.  Grantor will strictly and promptly do everything required of Grantor under the terms, conditions, promises, and agreements contained in or relating to the Collateral.

Proceeds.  Any and all replacement or renewal certificates, instruments, or other benefits or proceeds related to the Collateral that are received by Grantor shall be held by Grantor in trust for Lender and immediately shall be delivered by Grantor to Lender to be held as part of the Collateral.

Validity; Binding Effect.  This Agreement is binding upon Grantor and Grantor’s heirs, personal representatives, successors and assigns and is legally enforceable in accordance with its terms.

Financing Statements.  Grantor authorizes Lender to file a UCC financing statement, or alternatively, a copy of this Agreement to perfect Lender’s security interest.  At Lender’s request, Grantor additionally agrees to sign all other documents that are necessary to perfect, protect, and continue Lender’s security interest in the Property.  Grantor will pay all filing fees, title transfer fees, and other fees and costs involved unless prohibited by law or unless Lender is required by law to pay such fees and costs.  Grantor irrevocably appoints Lender to execute documents necessary to transfer title if there is a default.  Lender may file a copy of this Agreement as a financing statement.  If Grantor changes Grantor’s name or address, or the name or address of any person granting a security interest under this Agreement changes, Grantor will promptly notify the Lender of such change.

LENDER’S RIGHTS AND OBLIGATIONS WITH RESPECT TO THE COLLATERAL.  While this Agreement is in effect, Lender may retain the rights to possession of the Collateral, together with any and all evidence of the Collateral, such as certificates or passbooks.  This Agreement will remain in effect until (a) there no longer is any Indebtedness owing to Lender; (b) all other obligations secured by this Agreement have been fulfilled; and (c) Grantor, in writing, has requested from Lender a release of this Agreement.

LENDER’S EXPENDITURES.  If any action or proceeding is commenced that would materially affect Lender’s interest in the Collateral or if Grantor fails to comply with any provision of this Agreement or any Related

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Documents, including but not limited to Grantor’s failure to discharge or pay when due any amounts Grantor is required to discharge or pay under this Agreement or any Related Documents, Lender on Grantor’s behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on the Collateral and paying all costs for insuring, maintaining and preserving the Collateral.  All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Grantor.  All such expenses will become a part of the Indebtedness and, at Lender’s option, will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy; or (2) the remaining term of the Note; or (3) be treated as a balloon payment which will be due and payable at the Note’s maturity.  The Agreement also will secure payment of these amounts.  Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon Default.

LIMITATIONS ON OBLIGATIONS OF LENDER.  Lender shall use ordinary reasonable care in the physical preservation and custody of any certificate or passbook for the Collateral but shall have no other obligation to protect the Collateral or its value.  In particular, but without limitation, Lender shall have no responsibility (A) for the collection or protection of any income on the Collateral; (B) for the preservation of rights against issuers of the Collateral or against third persons; (C) for ascertaining any maturities, conversions, exchanges, offers, tenders, or similar matters relating to the Collateral; nor (D) for informing the Grantor about any of the above, whether or not Lender has or is deemed to have knowledge of such matters.

DEFAULT.  Default will occur if payment in full is not made immediately when due.

RIGHTS AND REMEDIES ON DEFAULT.  Upon Default, or at any time thereafter, Lender may exercise any one or more of the following rights and remedies, in addition to any rights or remedies that may be available at law, in equity, or otherwise:

Accelerate Indebtedness.  Lender may declare all Indebtedness of Grantor to Lender immediately due and payable, without notice of any kind to Grantor.

Application of Account Proceeds.  Lender may take directly all funds in the Account and apply them to the Indebtedness.  If the Account is subject to an early withdrawal penalty, that penalty shall be deducted from the Account before its application to the Indebtedness, whether the Account is with Lender or some other institution.  Any excess funds remaining after application of the Account proceeds to the Indebtedness will be paid to Grantor as the interests of Grantor may appear.  Grantor agrees, to the extent permitted by law, to pay any deficiency after application of the proceeds of the Account to the Indebtedness.  Lender also shall have all the rights of a secured party under the Pennsylvania Uniform Commercial Code, even if the Account is not otherwise subject to such Code concerning security interests, and the parties to this Agreement agree that the provisions of the Code giving rights to a secured party shall nonetheless be a part of this Agreement.

Transfer Title.  Lender may effect transfer of title upon sale of all or part of the Collateral.  For this purpose, Grantor irrevocably authorizes Lender to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable.

Other Rights and Remedies.  Lender shall have and may exercise any or all of the rights and remedies of a secured creditor under the provisions of the Pennsylvania Uniform Commercial Code, at law, in equity, or otherwise.

Deficiency Judgment.  If permitted by applicable law, Lender may obtain a judgment for any deficiency remaining in the Indebtedness due to Lender after application of all amounts received from the exercise of the rights provided in this section.

Election of Remedies.  Except as may be prohibited by applicable law, all of Lender’s rights and remedies, whether evidenced by this Agreement or by any other writing, shall be cumulative and may be exercised singularly or concurrently.  Election by Lender to pursue any remedy shall not exclude pursuit of any other

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remedy, and an election to make expenditures or to take action to perform an obligation of Grantor under this Agreement, after Grantor’s failure to perform, shall not affect Lender’s right to declare a default and exercise its remedies.

Cumulative Remedies.  All of Lender’s rights and remedies, whether evidenced by this Agreement or by any other writing, shall be cumulative and may be exercised singularly or concurrently.  Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Grantor under this Agreement, after Grantor’s failure to perform, shall not affect Lender’s right to declare a default and to exercise its remedies.

MISCELLANEOUS PROVISIONS.  The following miscellaneous provisions are a part of this Agreement:

Amendments.  This Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Agreement.  No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment.

Attorneys’ Fees; Expenses.  Grantor agrees to pay upon demand all of Lender’s costs and expenses, including Lender’s reasonable attorneys’ fees and Lender’s legal expenses, incurred in connection with the enforcement of this Agreement.  Lender may hire or pay someone else to help enforce this Agreement, and Grantor shall pay the costs and expenses of such enforcement.  Costs and expenses include Lender’s reasonable attorneys’ fees and legal expenses whether or not there is a lawsuit, including reasonable attorneys’ fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services.  Grantor also shall pay all court costs and such additional fees as may be directed by the court.

Caption Headings.  Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement.

Governing Law.  This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions.  This Agreement has been accepted by Lender in the Commonwealth of Pennsylvania.

Choice of Venue.  If there is a lawsuit, Grantor agrees upon Lender’s request to submit to the jurisdiction of the courts of Northampton County, Commonwealth of Pennsylvania.

No Waiver by Lender.  Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed by Lender.  No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right.  A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender’s right otherwise to demand strict compliance with that provision or any other provision of this Agreement.  No prior waiver by Lender, nor any course of dealing between Lender and Grantor, shall constitute a waiver of any of Lender’s rights or of any of Grantor’s obligations as to any future transactions.  Whenever the consent of Lender is required under this Agreement, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender.

Notices.  Unless otherwise provided by applicable law, any notice required to be given under this Agreement shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Agreement.  Any party may change its address for notices under this Agreement by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party’s address.  For notice purposes, Grantor agrees to keep Lender informed at all

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times of Grantor’s current address.  Unless otherwise provided by applicable law, if there is more than one Grantor, any notice given by Lender to any Grantor is deemed to be notice given to all Grantors.

Additional Authorizations.  Grantor hereby authorizes Lender, irrevocably, with full power of substitution, to do the following, either in Lender’s own name or in the name of the Grantor, or otherwise, which in discretion of Lender may seem to be necessary or advisable:  (1) to demand, collect, receive, receipt for, sue and recover all sums of money or other property which may now or hereafter become due, owing or payable from the Collateral; (2) to execute, sign and endorse any and all claims, instruments, receipts, checks, drafts or warrants issued in payment for the Collateral; (3) to settle or compromise any and all claims arising under the Collateral, and in the place and stead of Grantor, to execute and deliver its release and settlement for the claim; and (4) to file any claim or claims or to take any action or institute or take part in any proceedings.  This authorization is given as security for the Indebtedness, and the authority hereby conferred is and shall be irrevocable and shall remain in full force and effect until renounced by Lender.  It is understood and agreed that any exercise of this authorization by Lender shall be on behalf of Lender and not on behalf of Grantor.  Lender is not an agent or fiduciary of Grantor.  However, in exercising the authorization granted hereby, Lender shall exercise reasonable caution and prudence and Lender shall keep full and accurate record of all actions, receipts and disbursements.

Severability.  If a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance.  If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable.  If the offending provision cannot be so modified, it shall be considered deleted from this Agreement.  Unless otherwise required by law, the illegality, invalidity, or unenforceability of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement.

Successor Interests.  The terms of this Agreement shall be binding upon Grantor, and upon Grantor’s heirs, personal representatives, successors, and assigns, and shall be enforceable by Lender and its successors and assigns.

Survival of Representations and Warranties.  All representations, warranties, and agreements made by Grantor in this Agreement shall survive the execution and delivery of this Agreement, shall be continuing in nature, and shall remain in full force and effect until such time as Grantor’s Indebtedness shall be paid in full.

Time is of the Essence.  Time is of the essence in the performance of this Agreement.

Waive Jury.  All parties to this Agreement hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by any party against any other party.

DEFINITIONS.  The following capitalized words and terms shall have the following meanings when used in this Agreement.  Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America.  Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require.  Words and terms not otherwise defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code:

Account.  The word “Account” means the deposit account described in the “Collateral Description” section.

Agreement.  The word “Agreement” means this Assignment of Deposit Account, as this Assignment of Deposit Account may be amended or modified from time to time, together with all exhibits and schedules attached to this Assignment of Deposit Account from time to time.

Borrower.  The word “Borrower” means Eastern Industries, Inc. and includes all co-signers and co-makers signing the Note and all their successors and assigns.

Collateral.  The word “Collateral” means all of Grantor’s right, title and interest in and to all the Collateral as described in the Collateral Description section of this Agreement.

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Default.  The word “Default” means the Default set forth in this Agreement in the section titled “Default”.

Grantor.  The word “Grantor” means Eastern Industries, Inc.

Indebtedness.  The word “Indebtedness” means the indebtedness evidenced by the Note or Related Documents, including all principal and interest together with all other indebtedness and costs and expenses for which Grantor is responsible under this Agreement or under any of the Related Documents.  The liens and security interests created pursuant to this Agreement covering the Indebtedness which may be created in the future shall relate back to the date of this Agreement.  Specifically, without limitation, Indebtedness includes all amounts that may be indirectly secured by the Cross-Collateralization provision of this Agreement.

Lender.  The word “Lender” means Team Capital Bank, its successors and assigns.

Note.  The word “Note” means the Note executed by Eastern Industries, Inc. in the principal amount of $235,413.01 dated December 27, 2007, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the note or credit agreement.

Property.  The word “Property” means all of Grantor’s right, title and interest in and to all the Property as described in the “Collateral Description” section of this Agreement.

Related Documents.  The words “Related Documents” mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness.

GRANTOR HAS READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS ASSIGNMENT OF DEPOSIT ACCOUNT AND AGREES TO ITS TERMS.  THIS AGREEMENT IS DATED DECEMBER 27, 2007.

THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.

GRANTOR:

EASTERN INDUSTRIES, INC.
By:	/s/Kim W. Snyder	(Seal)
	Kim W. Snyder, President of Eastern Industries, Inc.

8

EX-10.34

Exhibit 10.34

AMENDMENT NO. 1

TO

STOCK RESTRICTION AND MANAGEMENT AGREEMENT

This is Amendment No. 1 to the Stock Restriction and Management Agreement signed on March 1, 1990 by Paul I. Detwiler, Jr., Donald L. Detwiler and New Enterprise Stone & Lime Co., Inc., made on August 22, 2011.

INTRODUCTION

On March 1, 1990, Paul I. Detwiler, Jr., Donald L. Detwiler, and New Enterprise Stone & Lime Co., Inc. (“Company”) signed a “Stock Restriction and Management Agreement” containing, among other provisions, a right on the part of each of Messrs. Paul I. Detwiler, Jr. and Donald L. Detwiler to require the Company to purchase, under certain circumstances, shares of the Company’s Common Stock which each of them owns.  Messrs. Paul I. Detwiler, Jr. and Donald L. Detwiler have agreed with the Company to eliminate their respective rights to require the Company to purchase their Common Stock, all in accordance with the provisions of this Amendment No. 1.

TERMS

1.Defined Terms.  The defined terms, indicated by capitalizing the initial letter of each word in the term, used in this Amendment No. 1 will have the same meaning as those terms have in the Stock Restriction and Management Agreement, except that, as used in this Amendment No. 1 and in the sections of the Stock Restriction and Management Agreement referred to in this Amendment No. 1,

“Offer” will mean an offer (including an offer deemed to have been made in accordance with the terms of the Stock Restriction and Management Agreement) by either or both of Paul I. Detwiler, Jr. or Donlad L. Detwiler, or their respective personal representatives to sell to the Company and the Remaining Stockholders, all or a portion, of the shares of Common Stock which he, she, it or they own, as the case may be.

“Offering Date” will mean the later of the date on which the Offer is delivered to the Company, or the date on which the Offer is delivered to the Remaining Stockholders.

“Offered Stock” will mean the shares of Common Stock which are the subject of an Offer.

2.Elimination of Right to Require Purchase.  Each provision of the Stock Restriction and Management Agreement requiring the Company to purchase shares of its

Common Stock from Paul I. Detwiler, Jr. and Donald L. Detwiler, or their respective personal representatives is amended to eliminate the right of each of Paul I. Detwiler, Jr. and Donald L. Detwiler, or his personal representative to require the Company to purchase all, or any portion of the shares of Common Stock which he, she or it owns.

3.Right of Offer.  The right to require the Company to purchase shares of its Common Stock from Paul I. Detwiler, Jr. and Donald L. Detwiler, or their respective personal representatives, referred to in Section 2 of this Amendment No. 1, is replaced with the right on the part of each of Paul I. Detwiler, Jr. and Donald L. Detwiler and his personal representative to offer to sell all, or a portion of his, her or its shares of Common Stock to the Company and to the Remaining Stockholders according to the terms and using the procedures set forth in Sections 5, 6.1.1(b), 6.1.2, 6.1.3, 6.2, 6.3, 6.4, 6.5 and 6.6 of the Stock Restriction and Management Agreement.

4.No Other Modifications.  The Stock Restriction and Management Agreement will remain in full force and effect and will not be deemed to have been modified or amended, other than as specifically provided in this Amendment No. 1.

5.Miscellaneous Matters.

5.1  Notices.  Any and all notices, designations, consents, offers, acceptances or any other communications provided for in this Amendment No. 1 will be given in writing by registered or certified mail, return receipt requested or email communication, which will be addressed, in the case of the Company, to its principal office to the attention of the Company’s president and in the case of the Remaining Stockholders, to their respective addresses or email addresses appearing on the records of the Company, or to such other address or email address as may be designated by either of Paul I. Detwiler, Jr. or Donald L. Detwiler or the Remaining Stockholders in writing to the Company and the Company’s other stockholders.

5.2  Time Periods.  In computing the number of days for any purpose of this Amendment No. 1, all days shall be counted, including Saturdays, Sundays and holidays, except that if the last day of any period occurs on a Saturday, Sunday or holiday, the period will be deemed extended to the end of the next succeeding day which is not a Saturday, Sunday or holiday.  A holiday for purposes of this Amendment No. 1, shall mean a day on which banks in the Commonwealth of Pennsylvania may, or are obligated to, remain closed.

5.3  Successors and Assigns.  This Amendment No. 1 shall be binding upon, and inure to the benefit of, the parties to this Amendment No. 1, all future stockholders of the Company, whether they become such by transfer pursuant to or contrary to the terms of the Stock Restriction and Management Agreement or similar agreements, if any, with other stockholders of the Company, and all of their respective heirs, legatees, personal representatives, transferees, successors and assigns.

5.4  Titles Not to Affect Interpretation.  The headings of sections and paragraphs in this Amendment No. 1 are inserted for convenience of reference only and they neither form a part of this Amendment No. 1, nor are they to be in used in the construction or interpretation of this Amendment No. 1.

5.5  Invalid Provision.  The invalidity or unenforceability of any provision of this Amendment No. 1 will not affect the other provisions of this Amendment No. 1, and this Amendment No. 1 will be construed as if such invalid or unenforceable provisions were omitted.

5.6  Governing Law.  This Amendment No. 1 will be governed by the laws of the Commonwealth of Pennsylvania, without reference to its laws relating to conflicts of laws.

5.7  Modification.  This Amendment No. 1 contains the entire agreement among the parties relating to the rights of each of Paul I. Detwiler, Jr. and  Donald L. Detwiler with respect to the Company’s purchase of shares of the Company’s Common Stock which he owns and may be modified only by a writing signed by the Company and each of Paul I. Detwiler, Jr. and Donald L. Detwiler.

IN WITNESS WHEREOF, the Company, Paul I. Detwiler, Jr., and Donald L. Detwiler have signed this Amendment No. 1, intending to be legally bound as the date first above mentioned.

NEW ENTERPRISE STONE & LIME CO., INC.
By:	/s/ Paul I. Detwiler, III
	Name: Paul I. Detwiler, III
	Title President
/s/ Donald L. Detwiler
Donald L. Detwiler
/s/ Paul I. Detwiler, Jr.
Paul I. Detwiler, Jr.

EX-10.35

Exhibit 10.35

FORM OF AMENDMENT NO. 1

TO

TRANSFEREE STOCK RESTRICTION AGREEMENT

This is Amendment No. 1 to the Transferee Stock Restriction Agreement signed on March 1, 1990, by the individual identified on the Transferee Stockholder Schedule, attached to this Amendment No. 1.  (“Transferee Stockholder”) and New Enterprise Stone & Lime Co., Inc., made on August 22, 2011.

INTRODUCTION

On                                , the Transferee Stockholder  and New Enterprise Stone & Lime Co., Inc. (“Company”) signed a “Transferee Stock Restriction Agreement” containing, among other provisions, a right on the part of the Transferee Stockholder to require the Company to purchase, under certain circumstances, shares of the Company’s Common Stock which the Transferee Stockholder owns.  The Transferee Stockholder has agreed with the Company to eliminate the rights to require the Company to purchase the Transferee Stockholder’s Common Stock, all in accordance with the provisions of this Amendment No. 1.

TERMS

1.Defined Terms.  The defined terms, indicated by capitalizing the initial letter of each word in the term, used in this Amendment No. 1 will have the same meaning as those terms have in the Transferee Stock Restriction Agreement, except that, as used in this Amendment No. 1 and in the sections of the Transferee Stock Restriction Agreement referred to in this Amendment No. 1,

“Offer” will mean an offer (including an offer deemed to have been made in accordance with the terms of the Transferee Stock Restriction Agreement) by the Transferee Stockholder, or the personal representatives of the Transferee Stockholder to sell to the Company, Family Members, and the Remaining Stockholders, all or a portion, of the shares of Common Stock which the Transferee Stockholder owns.

“Offering Date” will mean the last date on which the Offer is delivered to the Company, Family Members, and the Remaining Stockholders.

“Offered Stock” will mean the shares of Common Stock which are the subject of an Offer.

2.Elimination of Right to Require Purchase.  Each provision of the Transferee Stock Restriction Agreement requiring the Company to purchase shares of its Common Stock from the Transferee Stockholder, or the personal representatives of the

Transferee Stockholder is amended to eliminate the right of  the Transferee Stockholder, or the personal representatives of the Transferee Stockholder to require the Company to purchase all, or any portion of the shares of Common Stock which the Transferee Stockholder owns.

3.Right of Offer.  The right to require the Company to purchase shares of its Common Stock from the Transferee Stockholder, or the personal representatives of the Transferee Stockholder, referred to in Section 2 of this Amendment No. 1, is replaced with the right on the part of the Transferee Stockholder and the personal representatives of the Transferree Stockholder to offer to sell all, or a portion of the shares of Common Stock owned by the Transferee Stockholder to the Company, Family Members, and to the Remaining Stockholders according to the terms and using the procedures set forth in Sections 5, 6.1.1(b), 6.1.2, 6.1.3, 6.2, 6.3, 6.4, 6.5 and 6.6 of the Transferee Stock Restriction Agreement.

4.No Other Modifications.  The Transferee Stock Restriction Agreement will remain in full force and effect and will not be deemed to have been modified or amended, other than as specifically provided in this Amendment No. 1.

5.Miscellaneous Matters.

5.1  Notices.  Any and all notices, designations, consents, offers, acceptances or any other communications provided for in this Amendment No. 1 will be given in writing by registered or certified mail, return receipt requested or email communication, which will be addressed, in the case of the Company, to its principal office to the attention of the Company’s president and in the case of the Transferee Stockholder, the Family Members, and the Remaining Stockholders, to their respective addresses or email addresses appearing on the records of the Company, or to such other address or email address as may be designated by the Transferee Stockholder, Family Members or any of the Remaining Stockholders in writing to the Company and the Company’s other stockholders.

5.2  Time Periods.  In computing the number of days for any purpose of this Amendment No. 1, all days shall be counted, including Saturdays, Sundays and holidays, except that if the last day of any period occurs on a Saturday, Sunday or holiday, the period will be deemed extended to the end of the next succeeding day which is not a Saturday, Sunday or holiday.  A holiday for purposes of this Amendment No. 1, shall mean a day on which banks in the Commonwealth of Pennsylvania may, or are obligated to, remain closed.

5.3  Successors and Assigns.  This Amendment No. 1 shall be binding upon, and inure to the benefit of, the parties to this Amendment No. 1, and all of their respective heirs, legatees, personal representatives, transferees, successors and assigns.

5.4  Titles Not to Affect Interpretation.  The headings of sections and paragraphs in this Amendment No. 1 are inserted for convenience of reference only and they neither form a part of this Amendment No. 1, nor are they to be in used in the construction or interpretation of this Amendment No. 1.

5.5  Invalid Provision.  The invalidity or unenforceability of any provision of this Amendment No. 1 will not affect the other provisions of this Amendment No. 1, and this Amendment No. 1 will be construed as if such invalid or unenforceable provisions were omitted.

5.6  Governing Law.  This Amendment No. 1 will be governed by the laws of the Commonwealth of Pennsylvania, without reference to its laws relating to conflicts of laws.

5.7  Modification.  This Amendment No. 1 contains the entire agreement among the parties relating to the rights of the Transferee Stockholder with respect to the Company’s purchase of shares of the Company’s Common Stock owned by the Transferee Stockholder and may be modified only by a writing signed by the Company and the Transferee Stockholder.

IN WITNESS WHEREOF, the Company, and the Transferee Stockholder have signed this Amendment No. 1, intending to be legally bound on the date first above mentioned.

NEW ENTERPRISE STONE & LIME CO., INC.
By:
	Name:
	Title

EX-12.1

Exhibit 12.1

STATEMENTS RE: COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES

(DOLLARS IN THOUSANDS)

	Years Ended															Three Months Ended
	February 28, 2007			February 29, 2008			February 28, 2009			February 28, 2010			February 28, 2011			May 31, 2010			May 31, 2011
Income (loss) before income taxes	$	32,838		$	5,786		$	(29,158	)(1)	$	9,352		$	(10,251	)	$	(7,610	)	$	(12,797	)
Capitalized interest	$	(404	)	$	(872	)	$	(399	)	$	(165	)	$	(137	)	$	(41	)	$	(34	)
Depreciation of capitalized interest	$	88		$	169		$	343		$	424		$	343		$	97		$	97
Adjusted income (loss) before income taxes	$	32,522		$	5,083		$	(29,214	)	$	9,611		$	(10,045	)	$	(7,554	)	$	(12,734	)
Fixed Charges:
Interest expense(2)	$	15,203		$	18,060		$	40,185		$	29,536		$	41,586		$	7,003		$	11,600
Capitalized interest	404			872			399			165			137			41			34
Rental expense representative of an interest factor	4,692			3,807			2,700			3,300			3,100			824			613
Total fixed charges	$	20,299		$	22,739		$	43,824		$	33,001		$	44,823		$	7,868		$	12,247
Adjusted income (loss) before income taxes plus fixed charges	52,821			27,822			14,070			42,612			34,778			314			(487		)
Ratio of earnings to fixed charges	2.6			1.2			—			1.3			—			—			—
Deficiency of earnings to cover fixed charges	—			—			$	29,214		—			$	10,045		$	7,554		$	12,734

(1)	Includes pretax charges of $44.9 million related to the impairment of goodwill and trademarks associated with the Company’s purchase of Stabler.
(2)	The Company records interest expense on unrecognized tax benefits in the provision for income taxes. This interest is not included in the computation of fixed charges.

EX-21.1

Exhibit 21.1

SUBSIDIARIES OF THE COMPANY AS OF MAY 31, 2011

·ASTI Transportation Systems, Inc. (Delaware)

·EII Transports Inc. (Pennsylvania)

·Gateway Trade Center Inc. (New York)

·Precision Solar Controls Inc. (Texas)

·Protection Services Inc. (Pennsylvania)

·SCI Products Inc. (Pennsylvania)

·Work Area Protection Corp. (Illinois)

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form S-4 of New Enterprise Stone & Lime Co., Inc. of our report dated May 31, 2011, except for Note 20 and the effects of the Registration described in Note 1 as to which the date is August 29, 2011 relating to the financial statements of New Enterprise Stone & Lime Co., Inc., which appears in such Registration Statement.  We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

August 29, 2011

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

x CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)

WELLS FARGO BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

A National Banking Association	94-1347393
(Jurisdiction of incorporation or	(I.R.S. Employer
organization if not a U.S. national	Identification No.)
bank)

101 North Phillips Avenue
Sioux Falls, South Dakota	57104
(Address of principal executive offices)	(Zip code)

Wells Fargo & Company

Law Department, Trust Section

MAC N9305-175

Sixth Street and Marquette Avenue, 17th Floor

Minneapolis, Minnesota 55479

(612) 667-4608

(Name, address and telephone number of agent for service)

New Enterprise Stone & Lime Co., Inc.

(Exact name of obligor as specified in its charter)

Delaware	23-1374051
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

3912 Brumbaugh Road

P.O. Box 77

New Enterprise, Pennsylvania 16664

(Address of principal executive offices)

11% Senior Notes Due 2018

(Title of the indenture securities)

Item 1.  General Information.  Furnish the following information as to the trustee:

(a)Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Treasury Department

Washington, D.C.

Federal Deposit Insurance Corporation

Washington, D.C.

Federal Reserve Bank of San Francisco

San Francisco, California 94120

(b)Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

Item 2.  Affiliations with Obligor.  If the obligor is an affiliate of the trustee, describe each such affiliation.

None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15.  Foreign Trustee.Not applicable.

Item 16.  List of Exhibits.List below all exhibits filed as a part of this Statement of Eligibility.

Exhibit 1.A copy of the Articles of Association of the trustee now in effect.*

Exhibit 2.A copy of the Comptroller of the Currency Certificate of Corporate Existence and Fiduciary Powers for Wells Fargo Bank, National Association, dated February 4, 2004.**

Exhibit 3.See Exhibit 2

Exhibit 4.Copy of By-laws of the trustee as now in effect.***

Exhibit 5.Not applicable.

Exhibit 6.The consent of the trustee required by Section 321(b) of the Act.

Exhibit 7.A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.

Exhibit 8.Not applicable.

Exhibit 9.Not applicable.

*Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of file number 333-130784-06.

**Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of file number 022-28721.

*** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated May 26, 2005 of file number 333-125274.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Minneapolis and State of Minnesota on the 29 day of July, 2011.

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ Richard Prokosch

Richard Prokosch

Vice President

EXHIBIT 6

July 29, 2011

Securities and Exchange Commission

Washington, D.C.  20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Very truly yours,

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ Richard Prokosch

Richard Prokosch

Vice President

EXHIBIT 7

Consolidated Report of Condition of

Wells Fargo Bank National Association

of 101 North Phillips Avenue, Sioux Falls, SD 57104

And Foreign and Domestic Subsidiaries,

at the close of business March 31, 2011, filed in accordance with 12 U.S.C. §161 for National Banks.

		Dollar Amounts
		In Millions
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		$	17,369
Interest-bearing balances		74,672
Securities:
Held-to-maturity securities		0
Available-for-sale securities		145,551
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		6,481
Securities purchased under agreements to resell		10,955
Loans and lease financing receivables:
Loans and leases held for sale		19,408
Loans and leases, net of unearned income	686,307
LESS: Allowance for loan and lease losses	18,779
Loans and leases, net of unearned income and allowance		667,528
Trading Assets		34,595
Premises and fixed assets (including capitalized leases)		8,062
Other real estate owned		5,290
Investments in unconsolidated subsidiaries and associated companies		588
Direct and indirect investments in real estate ventures		108
Intangible assets
Goodwill		20,936
Other intangible assets		27,181
Other assets		54,306
Total assets		$	1,093,030
LIABILITIES
Deposits:
In domestic offices		$	749,729
Noninterest-bearing	171,738
Interest-bearing	577,991
In foreign offices, Edge and Agreement subsidiaries, and IBFs		93,508
Noninterest-bearing	1,895
Interest-bearing	91,613
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices		1,809
Securities sold under agreements to repurchase		14,094

	Dollar Amounts
	In Millions
Trading liabilities	19,802
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)	38,506
Subordinated notes and debentures	17,445
Other liabilities	32,953
Total liabilities	$	967,846
EQUITY CAPITAL
Perpetual preferred stock and related surplus	0
Common stock	519
Surplus (exclude all surplus related to preferred stock)	98,980
Retained earnings	19,029
Accumulated other comprehensive income	5,381
Other equity capital components	0
Total bank equity capital	123,909
Noncontrolling (minority) interests in consolidated subsidiaries	1,275
Total equity capital	125,184
Total liabilities, and equity capital	$	1,093,030

I, Timothy J. Sloan, EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

Timothy J. Sloan

EVP & CFO

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

John Stumpf	Directors
Dave Hoyt
Michael Loughlin

EX-99.1

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Exhibit 99.1

FORM OF LETTER OF TRANSMITTAL

of

NEW ENTERPRISE STONE & LIME CO., INC.

Offer to Exchange up to $250,000,000 Aggregate Principal Amount
of its 11% Senior Notes due 2018 which have been registered under
the Securities Act of 1933, as amended
For Any and All of its Outstanding
11% Senior Notes due 2018

Pursuant to the Prospectus Dated [                        ], 2011

        THIS OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON [                        ], 2011 UNLESS EXTENDED BY NEW ENTERPRISE STONE & LIME CO., INC. IN ITS SOLE DISCRETION (THE "EXPIRATION DATE"). TENDERS OF NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE. 

The Exchange Agent for the Exchange Offer is:

WELLS FARGO BANK, NATIONAL ASSOCIATION

By registered mail or certified mail:	By regular mail or overnight courier:	By Hand:
Wells Fargo Bank, National Association MAC N9311-110 625 Marquette Avenue Minneapolis, MN 55479 Attention: New Enterprise Stone & Lime Administrator	Wells Fargo Bank, National Association MAC N9311-110 625 Marquette Avenue Minneapolis, MN 55479 Attention: New Enterprise Stone & Lime Administrator	Wells Fargo Bank, National Association MAC N9311-110 625 Marquette Avenue Minneapolis, MN 55479 Attention: New Enterprise Stone & Lime Administrator
Facsimile (eligible institutions only): (612) 667-6282
Telephone Inquiries: (800) 344-5128

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION BY FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE VALID DELIVERY.

        The undersigned acknowledges receipt of the Prospectus dated [                        ], 2011 (the "Prospectus") of New Enterprise Stone & Lime Co., Inc. (the "Issuer"), and this Letter of Transmittal (the "Letter of Transmittal"), which together describe the Issuer's offer (the "Exchange Offer") to exchange its 11% Senior Notes due 2018 (the "Exchange Notes") which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for an equal aggregate principal amount of its outstanding 11% Senior Notes due 2018 (the "Old Notes"). The Old Notes were issued on August 18, 2010.

        Any broker-dealer that holds Old Notes and the guarantees attached thereto that are transfer restricted securities that were acquired for such broker-dealer's own account as a result of market-making activities or other trading activities (other than transfer restricted securities acquired directly from the Issuer or any of its affiliates), may exchange such Old Notes and the guarantees attached

thereto pursuant to the Exchange Offer. Transfer restricted securities are Old Notes and the guarantees attached thereto until the earliest to occur of (a) the date on which the Old Notes and the guarantees attached thereto are exchanged in the exchange offer for an Exchange Note and guarantee attached thereto entitled to be resold to the public by the holder thereof without complying with the prospectus delivery requirements of the Securities Act, (b) the date on which the Old Notes and the guarantees attached thereto have been effectively registered under the Securities Act and disposed of in accordance with a shelf registration statement, (c) the date on which the Old Notes and the guarantees attached thereto are distributed to the public by a broker-dealer pursuant to the Plan of Distribution in the Prospectus (including delivery of the Prospectus) and (d) during an effectiveness period (the date on which the shelf registration statement is declared effective by the Commission until August 18, 2012) in which the Old Notes and the guarantees attached thereto were eligible to be included in a shelf registration statement, the date on which the Old Notes and the guarantees attached thereto are sold pursuant to Rule 144 under the Securities Act. In exchanging such Old Notes and the guarantees attached thereto such broker-dealer may be deemed an "underwriter" within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Notes and the guarantees attached thereto received by such broker-dealer in the Exchange Offer, which Prospectus delivery requirement may be satisfied by the delivery by such broker-dealer of the Prospectus.

        The Issuer will provide sufficient copies of the latest version of the Prospectus to broker-dealers promptly upon reasonable request at any time during the period of (a) 180 days from the date on which the registration statement of which the Prospectus is a part is declared effective, (b) the date on which a broker-dealer is no longer required to deliver the Prospectus in connection with market-making or other trading activities and (c) all transfer restricted securities covered by the registration statement of which the Prospectus is a part have been sold pursuant hereof in order to facilitate such resales.

        The Issuer has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holders of the Old Notes) other than commissions or concessions of any broker-dealer and will indemnify the holders of Old Notes (including any broker-dealer) against certain liabilities, including certain liabilities under the Securities Act.

        The Issuer will receive no proceeds from the Exchange Offer or any sale of Exchange Notes by broker-dealers.

        The terms of the Exchange Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Old Notes for which they may be exchanged pursuant to the Exchange Offer, except that the Exchange Notes are freely tradable by holders thereof (except as provided herein or in the Prospectus).

        Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus.

        YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.

        The undersigned has checked the appropriate boxes below and signed this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer.

2

PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND
THE PROSPECTUS CAREFULLY BEFORE CHECKING ANY BOX BELOW.

        List below the Old Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the certificate numbers and aggregate principal amounts should be listed on a separate signed schedule affixed hereto.

Name(s) and address(es) of registered holder(s) (Please fill in if blank)		Certificate Number(s)*	Aggregate Principal Amount Represented**	Principal Amount Tendered**
*	Need not be completed by Holders tendering by book-entry transfer.
**	Unless otherwise indicated, the holder will be deemed to have tendered the full aggregate principal amount represented by such Old Notes. See instruction 2.

        Holders of Old Notes whose Old Notes are not immediately available or who cannot deliver all other required documents to the Exchange Agent on or prior to the Expiration Date or who cannot complete the procedures for book-entry transfer on a timely basis, must tender their Old Notes according to the guaranteed delivery procedures set forth in the Prospectus.

        Unless the context otherwise requires, the term "holder" for purposes of this Letter of Transmittal means any person in whose name Old Notes are registered or any other person who has obtained a properly completed bond power from the registered holder or any person whose Old Notes are held of record by The Depository Trust Company ("DTC").

        If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. A broker-dealer may not participate in the Exchange Offer with respect to Old Notes acquired other than as a result of market-making activities or other trading activities. Any holder who is an "affiliate" of the Issuer or who has an arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offer, or any broker-dealer who purchased Old Notes from the Issuer to resell pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act must comply with the registration and prospectus delivery requirements under the Securities Act.

3

o

CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

        Name(s) of Registered Holder(s):

        Window Ticker Number (if any):

        Date of Execution of Notice of Guaranteed Delivery:

        Name of Eligible Institution that Guaranteed Delivery:

o

CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

        Name:

        Address:

4

SPECIAL EXCHANGE INSTRUCTIONS
(See Instructions 3, 4 and 5)

            To be completed ONLY if certificates for Old Notes in a principal amount not tendered, or Exchange Notes issued in exchange for Old Notes accepted for exchange, are to be issued in the name of someone other than the undersigned.

Issue certificate(s) to:

Name	(Please Print)
Address
(Zip Code)
(Tax Identification or Social Security Number) (See Form W-9 Enclosed Separately Herewith)

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3, 4 and 5)

            To be completed ONLY if certificates for Old Notes in a principal amount not tendered, or Exchange Notes issued in exchange for Old Notes accepted for exchange, are to be sent to someone other than the undersigned, or to the undersigned at an address other than that shown above.

Deliver Certificate(s) to:

Name	(Please Print)
Address
(Zip Code)
(Tax Identification or Social Security Number) (See Form W-9 Enclosed Separately Herewith)

5

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

        Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Issuer the principal amount of the Old Notes indicated above. Subject to, and effective upon, the acceptance for exchange of all or any portion of the Old Notes tendered herewith in accordance with the terms and conditions of the Exchange Offer (including, if the Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Issuer all right, title and interest in and to such Old Notes as are being tendered herewith. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the Exchange Agent also acts as the agent of the Issuer, in connection with the Exchange Offer) to cause the Old Notes to be assigned, transferred and exchanged.

        The undersigned represents and warrants that it has full power and authority to tender, exchange, assign and transfer the Old Notes and to acquire Exchange Notes issuable upon the exchange of such tendered Old Notes, and that, when the same are accepted for exchange, the Issuer will acquire good and unencumbered title to the tendered Old Notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim. The undersigned and any beneficial owner of the Old Notes tendered hereby further represent and warrant that (i) the Exchange Notes acquired by the undersigned and any such beneficial owner of Old Notes pursuant to the Exchange Offer are being acquired in the ordinary course of business, (ii) neither the undersigned nor any such beneficial owner has an arrangement or understanding with any person to participate in the distribution of the Old Notes or the Exchange Notes within the meaning of the Securities Act, (iii) if the undersigned or any such beneficial owner is not a broker-dealer, that neither the undersigned nor any such beneficial owner nor any such other person is engaging in or intends to engage in a distribution of such Exchange Notes, (iv) neither the undersigned nor any such other person is an "affiliate," as defined in Rule 405 promulgated under the Securities Act, of the Issuer or if the undersigned is an "affiliate," such person will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, and (v) if the undersigned or any such beneficial owner is a broker-dealer, that it will receive Exchange Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities and that it will be required to acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. The undersigned and each beneficial owner acknowledge and agree that any person who is an affiliate of the Issuer or who tenders in the Exchange Offer for the purpose of participating in a distribution of the Exchange Notes must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a resale transaction of the Exchange Notes acquired by such person and may not rely on the position of the staff of the Securities and Exchange Commission set forth in the no-action letters discussed in the Prospectus under the caption "The Exchange Offer—Purpose and Effect of this Exchange Offer." The undersigned and each beneficial owner will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Issuer to be necessary or desirable to complete the sale, assignment and transfer of the Old Notes tendered hereby.

        For purposes of the Exchange Offer, the Issuer shall be deemed to have accepted validly tendered Old Notes when, as and if the Issuer had given oral notice (confirmed in writing) or written notice thereof to the Exchange Agent.

        If any tendered Old Notes are not accepted for exchange pursuant to the Exchange Offer because of an invalid tender, the occurrence of certain other events set forth in the Prospectus or otherwise, any such unaccepted Old Notes will be returned, without expense, to the undersigned at the address

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shown below or at a different address as may be indicated herein under "Special Delivery Instructions" as promptly as practicable after the Expiration Date.

        All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

        The undersigned understands that tenders of Old Notes pursuant to the procedures described under the caption "The Exchange Offer—Procedures for Tendering" in the Prospectus and in the instructions hereto will constitute a binding agreement between the undersigned and the Issuer upon the terms and subject to the conditions of the Exchange Offer, subject only to withdrawal of such tenders on the terms set forth in the Prospectus under the caption "The Exchange Offer—Withdrawal of Tenders."

        Unless otherwise indicated under "Special Exchange Instructions," please cause the Exchange Notes to be issued, and return any Old Notes not tendered or not accepted for exchange, in the name(s) of the undersigned (and, in the case of Old Notes tendered by book—entry transfer, by credit to the account at DTC). Similarly unless otherwise indicated under "Special Delivery Instructions," please mail any certificates for Old Notes not tendered or not accepted for exchange (and accompanying documents, as appropriate), and any certificates for Exchange Notes, to the undersigned at the address shown below the undersigned's signature(s). If both "Special Exchange Instructions" and "Special Delivery Instructions" are completed, please cause the Exchange Notes to be issued, and return any Old Notes not tendered or not accepted for exchange, in the name(s) of, and deliver any certificates for such Old Notes or Exchange Notes to, the person(s) so indicated (and in the case of Old Notes tendered by book-entry transfer, by credit to the account at DTC so indicated). The undersigned recognizes that the Issuer has no obligation, pursuant to the "Special Exchange Instructions," to transfer any Old Notes from the name of the registered holder(s) thereof if the Issuer does not accept for exchange any of the Old Notes so tendered.

        Holders of Old Notes whose Old Notes are not immediately available or who cannot deliver all other required documents to the Exchange Agent on or prior to the Expiration Date or who cannot complete the procedures for book-entry transfer on a timely basis, must tender their Old Notes according to the guaranteed delivery procedures set forth in the Prospectus.

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TENDERING HOLDER(S) SIGN HERE

Signature(s) of Registered Holder(s) or Authorized Signatory
(See guarantee requirement below)

Dated:

        (Must be signed by registered holder(s) exactly as name(s) appear(s) on certificate(s) for Old Notes hereby tendered or in whose name Old Notes are registered on the books of DTC or one of its participants, or by any person(s) authorized to become the registered holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth the full title of such person. See instruction 3.)

Name(s): (Please Print)

Capacity (full title):

Address:
	(Including Zip Code)

Area Code and Telephone No.:

Tax Identification:

SIGNATURE GUARANTEE
(IF REQUIRED—SEE INSTRUCTION 3)

Authorized Signature:

Name(s):

Address:

(Including Zip Code)

Name of Firm:

Area Code and Telephone No.:

Dated: , 2011

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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER

1.

Delivery of This Letter of Transmittal and Certificates; Guaranteed Delivery Procedures.

        A holder of Old Notes may tender such Old Notes by (i) properly completing, signing and dating this Letter of Transmittal or a facsimile hereof (all references in the Prospectus to the Letter of Transmittal shall be deemed to include a facsimile thereof) and mailing or delivering the same, together with the certificate or certificates, if applicable, representing the Old Notes being tendered and any required signature guarantees and any other documents required by this Letter of Transmittal, to the Exchange Agent at its address set forth above prior to the Expiration Date, or (ii) complying with the procedure for book-entry transfer described below. In addition, either (i) the Exchange Agent must receive Old Notes along with this Letter of Transmittal; or (ii) the Exchange Agent must receive, prior to the Expiration Date, a timely confirmation of book-entry transfer of such old notes into the exchange agent's account at DTC according to the procedures for book-entry transfer described below or a properly transmitted agent's message; or (iii) the holder must comply with the guaranteed delivery procedures described below.

        Holders of Old Notes may tender Old Notes by book-entry transfer by crediting the Old Notes to the Exchange Agent's account at DTC in accordance with DTC's Automated Tender Offer Program ("ATOP") and by complying with applicable ATOP procedures with respect to the Exchange Offer. DTC participants that are accepting the Exchange Offer should transmit their acceptance to DTC, which will edit and verify the acceptance and execute a book-entry delivery to the Exchange Agent's account at DTC. DTC will then send a computer-generated message (an "Agent's Message") to the Exchange Agent for its acceptance in which the holder of the Old Notes acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this Letter of Transmittal; the DTC participant confirms on behalf of itself and the beneficial owners of such Old Notes all provisions of this Letter of Transmittal (including any representations and warranties) applicable to it and such beneficial owner as fully as if it had completed the information required herein and executed and transmitted this Letter of Transmittal to the Exchange Agent. Delivery of the Agent's Message by DTC will satisfy the terms of the Exchange Offer as to execution and delivery of a Letter of Transmittal by the participant identified in the Agent's Message. DTC participants may also accept the Exchange Offer by submitting a Notice of Guaranteed Delivery through ATOP.

        THE METHOD OF DELIVERY OF OLD NOTES, THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE HOLDER'S ELECTION AND RISK. RATHER THAN MAIL THESE ITEMS, WE RECOMMEND THAT HOLDERS USE AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, HOLDERS SHOULD ALLOW SUFFICIENT TIME TO ASSURE DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION DATE. HOLDERS SHOULD NOT SEND US THIS LETTER OF TRANSMITTAL OR OLD NOTES. HOLDERS MAY REQUEST THEIR RESPECTIVE BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES OR OTHER NOMINEES TO EFFECT THE ABOVE TRANSACTIONS FOR THEM.

        Holders wishing to tender their Old Notes but whose Old Notes are not immediately available or who cannot deliver their Old Notes, this Letter of Transmittal or any other required documents to the Exchange Agent or comply with the applicable procedures under DTC's Automated Tender Offer Program prior to the Expiration Date may tender if (i) the tender must be made through an eligible institution; (ii) prior to the Expiration Date, the Exchange Agent receives from such eligible institution a properly completed and duly executed notice of guaranteed delivery by facsimile transmission, mail or hand delivery or either a properly transmitted Agent's Message and notice of guaranteed delivery setting forth the name and address of the Holder, the registered number(s) of such Old Notes and the

9

principal amount of Old Notes tendered; stating that the tender is being made through an eligible institution, and guaranteeing that, within three (3) New York Stock Exchange trading days after the Expiration Date, this Letter of Transmittal or facsimile thereof together with the Old Notes or a book-entry confirmation, and any other documents required by this Letter of Transmittal will be deposited by the eligible institution with the Exchange Agent; and (iii) the Exchange Agent receives this properly completed and executed Letter of Transmittal or facsimile thereof, as well as all tendered Old Notes in proper form for transfer or a book-entry confirmation, and all other documents required as all tendered Old Notes in proper form for transfer or a book-entry confirmation, and all other documents required by this Letter of Transmittal, within three (3) New York Stock Exchange trading days after the Expiration Date. Upon request to the Exchange Agent, a notice of guaranteed delivery will be sent to Holders who wish to tender their Old Notes according to the guaranteed delivery procedures set forth above.

        No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders, by execution of this Letter of Transmittal (or facsimile thereof), shall waive any right to receive notice of the acceptance of the Old Notes for exchange.

2.

Partial Tenders; Withdrawals.

        If less than the entire principal amount of Old Notes evidenced by a submitted certificate is tendered, the tendering holder must fill in the aggregate principal amount of Old Notes tendered in the box entitled "Description of Old Notes Tendered Herewith." A newly issued certificate for the Old Notes submitted but not tendered will be sent to such holder as soon as practicable after the Expiration Date. All Old Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise clearly indicated.

        A tender pursuant to the Exchange Offer may be withdrawn at any time prior to the Expiration Date.

        For a withdrawal to be effective, (i) the Exchange Agent must receive a written notice, which notice may be by telegram, telex, facsimile transmission or letter of withdrawal at the address for the Exchange Agent set forth above; or (ii) Holders must comply with the appropriate procedures of DTC's Automated Tender Offer Program system. Any such notice of withdrawal must (i) specify the name of the person who tendered the Old Notes to be withdrawn; (ii) identify the Old Notes to be withdrawn, including the principal amount of such Old Notes; and (iii) where certificates for Old Notes have been transmitted, specify the name in which such old Notes were registered, if different from that of the withdrawing Holder. If certificates for Old Notes have been delivered or otherwise identified to the Exchange Agent, then, prior to the release of such certificates, the withdrawing Holder must also submit (i) the serial numbers of the particular certificates to be withdrawn; and (ii) a signed notice of withdrawal with signatures guaranteed by an eligible institution unless such Holder is an eligible institution.

        If Old Notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Old Notes and otherwise comply with the procedures of such facility. The Issuer will determine all questions as to the validity, form and eligibility, including time of receipt, of such notices, and the Issuer's determination shall be final and binding on all parties. The Issuer will deem any Old Notes so withdrawn not to have been validly tendered for exchange for purposes of the Exchange Offer. Any Old Notes that have been tendered for exchange but that are not exchanged for any reason will be returned to their Holder without cost to the Holder (or, in the case of Old Notes tendered by book-entry transfer into the Exchange Agent's account at DTC according to the procedures described above, such Old Notes will be credited to an account maintained with DTC for Old Notes) as soon as practicable after withdrawal, rejection of tender or termination of the Exchange

10

Offer. Properly withdrawn Old Notes may be retendered by following one of the procedures described under "The Exchange—Procedures for Tendering" in the Prospectus at any time on or prior to the Expiration Date.

3.

Signature on this Letter of Transmittal; Written Instruments and Endorsements; Guarantee of Signatures.

        If this Letter of Transmittal is signed by the registered holder(s) of the Old Notes tendered hereby, the signature must correspond with the name(s) as written on the face of the certificates without alteration, enlargement or any change whatsoever.

        If any of the Old Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

        If a number of Old Notes registered in different names are tendered, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations of Old Notes.

        When this Letter of Transmittal is signed by the registered holder or holders (which term, for the purposes described herein, shall include DTC) of Old Notes listed and tendered hereby, no endorsements of certificates or separate written instruments of transfer or exchange are required unless Exchange Notes issued in exchange therefor are to be issued, or Old Notes are not tendered or not exchanged are to be returned, in the name of any person other than the registered holder.

        Signatures on any such certificates or separate written instruments of transfer or exchange must be guaranteed by an eligible institution. Signatures on this Letter of Transmittal must be guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or another "eligible institution" within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, unless the Old Notes tendered pursuant thereto are tendered (i) by a registered holder who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on this Letter of Transmittal or (ii) for the account of an eligible institution.

        If this Letter of Transmittal is signed by a person other than the registered holder of any Old Notes listed on the Old Notes, such Old Notes must be endorsed or accompanied by a properly completed bond power. The bond power must be signed by the registered holder as the registered holder's name appears on the Old Notes and an eligible institution must guarantee the signature on the bond power.

        If this Letter of Transmittal or any Old Notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing. Unless waived by us, they should also submit evidence satisfactory to us of their authority to deliver this Letter of Transmittal.

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4.

Special Exchange and Delivery Instructions.

        Tendering holders should indicate, as applicable, the name and address to which the Exchange Notes or certificates for Old Notes not tendered or not accepted for exchange are to be issued or sent, if different from the name and address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the tax identification number of the person named must also be indicated. Holders tendering Old Notes by book-entry transfer may request that Old Notes not exchanged be credited to such account maintained at the book-entry transfer facility as such holder may designate.

5.

Transfer Taxes.

        The Issuer will pay all transfer taxes, if any, applicable to the exchange of Old Notes under the Exchange Offer. The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if (i) certificates representing Old Notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be issued in the name of, any person other than the registered holder of Old Notes tendered; (ii) tendered Old Notes are registered in the name of any person other than the person signing this Letter of Transmittal; or (iii) a transfer tax is imposed for any reason other than the exchange of Old Notes under the Exchange Offer. If satisfactory evidence of payment of such taxes is not submitted with this Letter of Transmittal, the amount of such transfer taxes will be billed to that tendering holder.

        Holders who tender their Old Notes for exchange will not be required to pay any transfer taxes. However, Holders who instruct the Issuer to register Exchange Notes in the name of, or request that Old Notes not tendered or not accepted in the Exchange Offer be returned to, a person other than the registered tendering holder will be required to pay any applicable transfer tax.

6.

Waiver of Conditions.

        The Issuer reserves the absolute right to waive, in whole or in part, any of the conditions to the Exchange Offer set forth in the Prospectus.

7.

Mutilated, Lost, Stolen or Destroyed Securities.

        Any holder whose Old Notes have been mutilated, lost, stolen or destroyed, should contact the Exchange Agent at the address indicated above for further instructions.

8.

Irregularities.

        All questions as to the validity, form, eligibility (including time of receipt), and acceptance of Letters of Transmittals or Old Notes will be resolved by the Issuer whose determination will be final and binding. The Issuer reserves the absolute right to reject any or all Letters of Transmittal or tenders that are not in proper form or the acceptance of which would, in the opinion of the Issuer's counsel, be unlawful. The Issuer also reserves the right to waive any irregularities or conditions of tender as to the particular Old Notes covered by any Letter of Transmittal or tendered pursuant to such letter. None of the Issuer, the Exchange Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Issuer's interpretation of the terms and conditions of the Exchange Offer shall be final and binding.

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9.

Form W-9; Form W-8.

        Each U.S. holder of Old Notes whose Old Notes are accepted for exchange (or other payee) is required to provide a correct taxpayer identification number ("TIN"), generally the holder's Social Security or federal employer identification number, and certain other information, on Form W-9, which is enclosed separately herewith, and to certify that the holder (or other payee) is not subject to backup withholding. Failure to provide the information on the Form W-9, enclosed separately herewith, may subject the holder (or other payee) to a $50 penalty imposed by the Internal Revenue Service and 28% federal income tax backup withholding on the exchange. If the holder (or other payee) has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future, such holder should write "Applied For" in the space for the TIN provided on the Form W-9, enclosed separately herewith, and must also complete the attached "Certificate of Awaiting Taxpayer Identification Number" in order to prevent backup withholding. If such holder fails to provide a TIN by the time of the exchange, backup withholding may apply. A non-U.S. holder will be subject to backup withholding unless such holder provides an applicable Form W-8 certifying its non-U.S. status. The applicable Form W-8 can be obtained from the Exchange Agent.

10.

Requests for Assistance or Additional Copies.

        Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address and telephone number set forth above. In addition, all questions relating to the Exchange Offer, as well as requests for assistance or additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address and telephone number indicated above.

        IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE OR COPY THEREOF (TOGETHER WITH CERTIFICATES OF OLD NOTES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE.

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IMPORTANT TAX INFORMATION

To ensure compliance with Internal Revenue Service Circular 230, holders are hereby notified that any discussion of U.S. federal income tax matters set forth in this Letter of Transmittal was written in connection with the promotion or marketing of the transactions or matters addressed herein and was not intended or written to be used, and cannot be used by any person, for the purpose of avoiding tax-related penalties that may be imposed on the taxpayer under the Internal Revenue Code of 1986, as amended. Each holder should seek advice based on its particular circumstances from an independent tax advisor.

        Each tendering holder or other payee ("Payee") that is a U.S. Person is required to provide a correct taxpayer identification number ("TIN") and certain other information on Form W-9, which is enclosed separately herewith. If the Payee is receiving payment for a tendered Note, the Payee must certify that the Payee is not subject to backup withholding by signing and dating the Form W-9. A taxpayer's TIN generally is the taxpayer's Social Security or federal Employer Identification Number.

        If the tendering Payee has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future write "APPLIED FOR" in the space for the TIN provided on the Form W-9, enclosed separately herewith, and complete the attached "Certificate of Awaiting Taxpayer Identification Number". In such case if a TIN has not been provided by the time of the exchange, backup withholding at a rate of 28% may apply.

        Certain Payees are not subject to backup withholding tax. Such Payees should furnish their TIN and sign, date and return the Form W-9, enclosed separately herewith, to the Exchange Agent. See the Form W-9, enclosed separately herewith, for additional instructions.

        Payments to a Payee that is not a U.S. Person will not be subject to backup withholding tax if the Payee submits a properly completed IRS Form W-8BEN, IRS Form W-8ECI, IRS Form W-8 EXP or IRS Form W-8IMY.

Consequences of Failure to File Form W-9 or Form W-8

        Failure to provide the information on the Form W-9, enclosed separately herewith, may subject the Payee to a $50 penalty imposed by the Internal Revenues Service and federal income tax backup withholding at a rate of 28% on the exchange. Backup withholding is not an additional Federal income tax. Rather, the Federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, the Payee may claim a refund from the Internal Revenue Service assuming it timely provides required information to establish an exemption from backup withholding.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

        I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number in the near future 28 percent of all reportable cash payments made to me will be withheld until a taxpayer identification number is provided.

Signature: Date:

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Form       W-9
(Rev. January 2011)
  
Department of the Treasury
Internal Revenue Service Request for Taxpayer
Identification Number and Certification Give Form to the
requester. Do not
send to the IRS.

Print or type
        See Specific Instructions on page 2.

Name (as shown on your income tax return)
Business name/disregarded entity name, if different from above
Check appropriate box for federal tax
classification (required):    o Individual/sole proprietor    o C Corporation    o S Corporation    o Partnership    o Trust/estate
		o Exempt payee
o Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) > .....
o Other (see instructions) >
Address (number, street, and apt. or suite no.)	Requester's name and address (optional)
City, state, and ZIP code
List account number(s) here (optional)

  Part I Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. The TIN provided must match the name given on the "Name" line to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3.

Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter.

Social security number
[  ][  ][  ]-[  ][  ]-[  ][  ][  ][  ]

Employer identification number
[  ][  ]-[  ][  ][  ][  ][  ][  ]

  Part II Certification

Under penalties of perjury, I certify that:

1.	The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and
2.	I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and
3.	I am a U.S. citizen or other U.S. person (defined below).

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 4.

Sign
Here Signature of
U.S. person > Date >

General Instructions

Section references are to the Internal Revenue Code unless otherwise noted.

Purpose of Form

A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA.

     Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to:

     1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

     2. Certify that you are not subject to backup withholding, or

     3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income.

Note. If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester's form if it is substantially similar to this Form W-9.

Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:

• An individual who is a U.S. citizen or U.S. resident alien,

• A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States,

• An estate (other than a foreign estate), or

• A domestic trust (as defined in Regulations section 301.7701-7).

Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners' share of income from such business. Further, in certain cases where a Form W-9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income.

Cat. No. 10231X Form W-9 (Rev. 1-2011)

Form W-9 (Rev. 1-2011) Page 2

     The person who gives Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States is in the following cases:

• The U.S. owner of a disregarded entity and not the entity,

• The U.S. grantor or other owner of a grantor trust and not the trust, and

• The U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.

Foreign person. If you are a foreign person, do not use Form W-9. Instead, use the appropriate Form W-8 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a "saving clause." Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.

     If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items:

     1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.

     2. The treaty article addressing the income.

     3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.

     4. The type and amount of income that qualifies for the exemption from tax.

     5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.

Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

     If you are a nonresident alien or a foreign entity not subject to backup withholding, give the requester the appropriate completed Form W-8.

What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS a percentage of such payments. This is called "backup withholding." Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

     You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

     1. You do not furnish your TIN to the requester,

     2. You do not certify your TIN when required (see the Part II instructions on page 3 for details),

     3. The IRS tells the requester that you furnished an incorrect TIN,

     4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or

     5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

     Certain payees and payments are exempt from backup withholding. See the instructions below and the separate Instructions for the Requester of Form W-9.

     Also see Special rules for partnerships on page 1.

Updating Your Information

You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account, for example, if the grantor of a grantor trust dies.

Penalties

Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions

Name

If you are an individual, you must generally enter the name shown on your income tax return. However, if you have changed your last name, for instance, due to marriage without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name.

     If the account is in joint names, list first, and then circle, the name of the person or entity whose number you entered in Part I of the form.

Sole proprietor. Enter your individual name as shown on your income tax return on the "Name" line. You may enter your business, trade, or "doing business as (DBA)" name on the "Business name/disregarded entity name" line.

Partnership, C Corporation, or S Corporation. Enter the entity's name on the "Name" line and any business, trade, or "doing business as (DBA) name" on the "Business name/disregarded entity name" line.

Disregarded entity. Enter the owner's name on the "Name" line. The name of the entity entered on the "Name" line should never be a disregarded entity. The name on the "Name" line must be the name shown on the income tax return on which the income will be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a domestic owner, the domestic owner's name is required to be provided on the "Name" line. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity's name on the "Business name/disregarded entity name" line. If the owner of the disregarded entity is a foreign person, you must complete an appropriate Form W-8.

Note. Check the appropriate box for the federal tax classification of the person whose name is entered on the "Name" line (Individual/sole proprietor, Partnership, C Corporation, S Corporation, Trust/estate).

Limited Liability Company (LLC). If the person identified on the "Name" line is an LLC, check the "Limited liability company" box only and enter the appropriate code for the tax classification in the space provided. If you are an LLC that is treated as a partnership for federal tax purposes, enter "P" for partnership. If you are an LLC that has filed a Form 8832 or a Form 2553 to be taxed as a corporation, enter "C" for C corporation or "S" for S corporation. If you are an LLC that is disregarded as an entity separate from its owner under Regulation section 301.7701-3 (except for employment and excise tax), do not check the LLC box unless the owner of the LLC (required to be identified on the "Name" line) is another LLC that is not disregarded for federal tax purposes. If the LLC is disregarded as an entity separate from its owner, enter the appropriate tax classification of the owner identified on the "Name" line.

Form W-9 (Rev. 1-2011) Page 3

Other entities. Enter your business name as shown on required federal tax documents on the "Name" line. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on the "Business name/ disregarded entity name" line.

Exempt Payee

If you are exempt from backup withholding, enter your name as described above and check the appropriate box for your status, then check the "Exempt payee" box in the line following the "Business name/ disregarded entity name," sign and date the form.

     Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends.

Note. If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding.

     The following payees are exempt from backup withholding:

     1. An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2),

     2. The United States or any of its agencies or instrumentalities,

     3. A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities,

     4. A foreign government or any of its political subdivisions, agencies, or instrumentalities, or

     5. An international organization or any of its agencies or instrumentalities.

     Other payees that may be exempt from backup withholding include:

     6. A corporation,

     7. A foreign central bank of issue,

     8. A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States,

     9. A futures commission merchant registered with the Commodity Futures Trading Commission,

     10. A real estate investment trust,

     11. An entity registered at all times during the tax year under the Investment Company Act of 1940,

     12. A common trust fund operated by a bank under section 584(a),

     13. A financial institution,

     14. A middleman known in the investment community as a nominee or custodian, or

     15. A trust exempt from tax under section 664 or described in section 4947.

     The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 15.

IF the payment is for . . .	THEN the payment is exempt for . . .
Interest and dividend payments	All exempt payees except for 9
Broker transactions	Exempt payees 1 through 5 and 7 through 13. Also, C corporations.
Barter exchange transactions and patronage dividends	Exempt payees 1 through 5
Payments over $600 required to be reported and direct sales over $5,000 1	Generally, exempt payees 1 through 7 2

¹ See Form 1099-MISC, Miscellaneous Income, and its instructions.

² However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys' fees, gross proceeds paid to an attorney, and payments for services paid by a federal executive agency.

Part I. Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.

     If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN.

     If you are a single-member LLC that is disregarded as an entity separate from its owner (see Limited Liability Company (LLC) on page 2), enter the owner's SSN (or EIN, if the owner has one). Do not enter the disregarded entity's EIN. If the LLC is classified as a corporation or partnership, enter the entity's EIN.

Note. See the chart on page 4 for further clarification of name and TIN combinations.

How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office or get this form online at www.ssa.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W-7 and SS-4 from the IRS by visiting IRS.gov or by calling 1-800-TAX-FORM (1-800-829-3676).

     If you are asked to complete Form W-9 but do not have a TIN, write "Applied For" in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

Note. Entering "Applied For" means that you have already applied for a TIN or that you intend to apply for one soon.

Caution: A disregarded domestic entity that has a foreign owner must use the appropriate Form W-8.

Part II. Certification

To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if item 1, below, and items 4 and 5 on page 4 indicate otherwise.

     For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on the "Name" line must sign. Exempt payees, see Exempt Payee on page 3.

Signature requirements. Complete the certification as indicated in items 1 through 3, below, and items 4 and 5 on page 4.

1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification.

2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.

3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.

Form W-9 (Rev. 1-2011) Page 4

4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. "Other payments" include payments made in the course of the requester's trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).

5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

What Name and Number To Give the Requester
For this type of account:			Give name and SSN of:
1.	Individual		The individual
2.	Two or more individuals (joint account)		The actual owner of the account or, if combined funds, the first individual on the account 1
3.	Custodian account of a minor (Uniform Gift to Minors Act)		The minor 2
4.	a.	The usual revocable savings trust (grantor is also trustee)	The grantor-trustee 1
	b.	So-called trust account that is not a legal or valid trust under state law	The actual owner 1
5.	Sole proprietorship or disregarded entity owned by an individual		The owner 3
6.	Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulation section 1.671-4(b)(2)(i)(A))		The grantor*
For this type of account:			Give name and EIN of:
7.	Disregarded entity not owned by an individual		The owner
8.	A valid trust, estate, or pension trust		Legal entity 4
9.	Corporate or LLC electing corporate status on Form 8832 or Form 2553		The corporation
10.	Association, club, religious, charitable, educational, or other tax-exempt organization		The organization
11.	Partnership or multi-member LLC		The partnership
12.	A broker or registered nominee		The broker or nominee
13.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments		The public entity
14.	Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulation section 1.671-4(b)(2)(i)(B))		The trust

¹ List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person's number must be furnished.

² Circle the minor's name and furnish the minor's SSN.

³ You must show your individual name and you may also enter your business or "DBA" name on the "Business name/disregarded entity" name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.

⁴ List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships on page 1.

^* Note. Grantor also must provide a Form W-9 to trustee of trust.

Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Secure Your Tax Records from Identity Theft

Identity theft occurs when someone uses your personal information such as your name, social security number (SSN), or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund.

     To reduce your risk:

• Protect your SSN,

• Ensure your employer is protecting your SSN, and

• Be careful when choosing a tax preparer.

     If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter.

     If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039.

     For more information, see Publication 4535, Identity Theft Prevention and Victim Assistance.

     Victims of identity theft who are experiencing economic harm or a system problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059.

Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.

     The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts.

     If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at: spam@uce.gov or contact them at www.ftc.gov/idtheft or 1-877-IDTHEFT (1-877-438-4338).

     Visit IRS.gov to learn more about identity theft and how to reduce your risk.

Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.

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Exhibit 99.1

PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY BEFORE CHECKING ANY BOX BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
SIGNATURE GUARANTEE (IF REQUIRED—SEE INSTRUCTION 3)
INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
IMPORTANT TAX INFORMATION
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

EX-99.2

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Exhibit 99.2

FORM OF NOTICE OF GUARANTEED DELIVERY

of

NEW ENTERPRISE STONE & LIME CO., INC.

Offer to Exchange up to $250,000,000 Aggregate Principal Amount
of its 11% Senior Notes due 2018 which have been registered under
the Securities Act of 1933, as amended
For Any and All of its Outstanding
11% Senior Notes due 2018

        Registered holders of outstanding 11% Senior Notes due 2018 (the "Old Notes") who wish to tender their Old Notes for a like principal amount of new 11% Senior Notes due 2018 (the "Exchange Notes") which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), whose Old Notes are not immediately available or who cannot deliver their Old Notes and Letter of Transmittal (and any other documents required by the Letter of Transmittal) to Wells Fargo Bank, National Association (the "Exchange Agent") prior to the Expiration Date, may use this Notice of Guaranteed Delivery or one substantially equivalent hereto. This Notice of Guaranteed Delivery may be delivered by hand or sent by facsimile transmission (receipt confirmed by telephone and an original delivered by guaranteed overnight courier) or mail to the Exchange Agent. See "The Exchange Offer—Procedures for Tendering Old Notes" in the Prospectus dated [                        ], 2011 (the "Prospectus") of New Enterprise Stone & Lime Co., Inc. (the "Issuer").

The Exchange Agent for the Exchange Offer is:

WELLS FARGO BANK, NATIONAL ASSOCIATION

By registered mail or certified mail:	By regular mail or overnight courier:	By Hand:
Wells Fargo Bank, National Association MAC N9311-110 625 Marquette Avenue Minneapolis, MN 55479 Attention: New Enterprise Stone & Lime Administrator	Wells Fargo Bank, National Association MAC N9311-110 625 Marquette Avenue Minneapolis, MN 55479 Attention: New Enterprise Stone & Lime Administrator	Wells Fargo Bank, National Association MAC N9311-110 625 Marquette Avenue Minneapolis, MN 55479 Attention: New Enterprise Stone & Lime Administrator
Facsimile (eligible institutions only): (612) 667-6282
Telephone Inquiries: (800) 344-5128

DELIVERY OR TRANSMISSION VIA FACSIMILE OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

Ladies and Gentlemen:

        The undersigned hereby tender(s) for exchange to the Issuer, upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal, receipt of which is hereby acknowledged, the principal amount of the Old Notes as set forth below pursuant to the guaranteed delivery procedures set forth in the Prospectus under the caption of "The Exchange Offer—Guaranteed Delivery Procedures."

        The undersigned understands and acknowledges that the Exchange Offer will expire at 5:00 p.m., New York City time, on [                        ], 2011, unless extended by the Issuer. With respect to the Exchange Offer, "Expiration Date" means such time and date, or if the Exchange Offer is extended, the latest time and date to which the Exchange Offer is so extended by the Issuer.

        All authority herein conferred or agreed to be conferred by the Notice of Guaranteed Delivery shall survive the death or incapacity of the undersigned and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, personal representatives, executors, administrators, successors and assigns, trustees in bankruptcy and other legal representatives of the undersigned.

2

SIGNATURES

Signature of Holder or Authorized Signatory	Principal Amount of Old Notes Exchanged: $
Signature of Holder or Authorized Signatory (if more than one)	Certificate Nos. of Old Notes (if available):
Dated:     , 2011	Aggregate Principal Amount Represented by Certificate(s):

Name(s):

(Please Print)

Address:

(Include Zip Code)

Area Code and Telephone No.:

Capacity (full title), if signing in a representative capacity:

Taxpayer Identification or Social Security No.:

IF OLD NOTES WILL BE TENDERED BY BOOK-ENTRY TRANSFER, PROVIDE THE FOLLOWING INFORMATION:

DTC Account Number:

Transaction Number:

3

GUARANTEE

(NOT TO BE USED FOR SIGNATURE GUARANTEE)

        The undersigned, a member firm of a recognized signature guarantee medallion program within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees to deliver to the Exchange Agent at one of its addresses set forth on the reverse hereof, the certificates representing the Old Notes (or a confirmation of book-entry transfer of such Old Notes into the Exchange Agent's account at the book-entry transfer facility), together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees, and any other documents required by the Letter of Transmittal within three New York State Exchange trading days after the Expiration Date (as defined in the Letter of Transmittal).

Name of Firm

Address

Name

Title

Area Code and Telephone No.:

Date:

DO NOT SEND OLD NOTES WITH THIS FORM. ACTUAL SURRENDER OF OLD NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, THE LETTER OF TRANSMITTAL.

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Exhibit 99.2

SIGNATURES

EX-99.3

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Exhibit 99.3

FORM OF NOTICE TO BROKERS-DEALERS

OF

NEW ENTERPRISE STONE & LIME CO., INC.

Offer to Exchange up to $250,000,000 Aggregate Principal Amount
of its 11% Senior Notes due 2018 which have been registered under
the Securities Act of 1933, as amended
For Any and All of its Outstanding
11% Senior Notes due 2018

THIS EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON [                        ], 2011, UNLESS EXTENDED.

To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:

        New Enterprise Stone & Lime Co., Inc. (the "Issuer") is offering, upon the terms and subject to the conditions set forth in the Prospectus dated [                        ], 2011 (the "Prospectus") and the accompanying Letter of Transmittal enclosed herewith (which together constitute the "Exchange Offer"), to exchange its 11% Senior Notes due 2018 (the "Exchange Notes") which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for an equal aggregate principal amount of its outstanding 11% Senior Notes due 2018 (the "Old Notes"). As set forth in the Prospectus, the terms of the Exchange Notes are identical in all material respects to the Old Notes, except that the Exchange Notes have been registered under the Securities Act, and therefore will not bear legends restricting their transfer and will not contain certain provisions providing for the payment of additional interest to the holders of the Old Notes under certain circumstances relating to the Registration Rights Agreement, dated August 18, 2010, among the Issuer, the subsidiary guarantors named therein and the initial purchasers of the Old Notes.

THE EXCHANGE OFFER IS SUBJECT TO CERTAIN CUSTOMARY CONDITIONS. SEE "THE EXCHANGE OFFER—CERTAIN CONDITIONS TO THIS EXCHANGE OFFER" IN THE PROSPECTUS.

        Enclosed herewith for your information and forwarding to your clients are copies of the following documents:

1.

The Prospectus, dated [                        ], 2011;

2.

The Letter of Transmittal for your use (unless Old Notes are tendered by an Agent's Message) and for the information of your clients (facsimile copies of the Letter of Transmittal may be used to tender Old Notes);

3.

A form of letter which may be sent to your clients for whose accounts you hold Old Notes registered in your name or in the name of your nominee, with space provided for obtaining such clients' instructions with regard to the Exchange Offer;

4.

A Notice of Guaranteed Delivery;

5.

Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Form W-9; and

6.

A return envelope addressed to Wells Fargo Bank, National Association, the Exchange Agent.

        YOUR PROMPT ACTION IS REQUESTED. PLEASE NOTE THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON [                        ], 2011, UNLESS EXTENDED. PLEASE FURNISH COPIES OF THE ENCLOSED MATERIALS TO THOSE OF YOUR CLIENTS FOR WHOM YOU HOLD OLD NOTES REGISTERED IN YOUR NAME OR IN THE NAME OF YOUR NOMINEE AS QUICKLY AS POSSIBLE.

        In all cases, exchanges of Old Notes accepted for exchange pursuant to the Exchange Offer will be made only after timely receipt by the Exchange Agent of (a) certificates representing such Old Notes, or confirmation of book entry transfer of such Old Notes, as the case may be, (b) the Letter of Transmittal (or facsimile thereof), properly completed and duly executed, or an Agent's Message and (c) any other required documents.

        Holders who wish to tender their Old Notes and (i) whose Old Notes are not immediately available or (ii) who cannot deliver their Old Notes, the Letter of Transmittal or an Agent's Message and in either case together with any other documents required by the Letter of Transmittal to the Exchange Agent prior to the Expiration Date must tender their Old Notes according to the guaranteed delivery procedures set forth under the caption "The Exchange Offer—Guaranteed Delivery Procedures" in the Prospectus.

        The Exchange Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Old Notes residing in any jurisdiction in which the making of the Exchange Offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction.

        The Issuer will not pay any fees or commissions to brokers, dealers or other persons for soliciting exchanges of Notes pursuant to the Exchange Offer. The Issuer will, however, upon request, reimburse you for customary clerical and mailing expenses incurred by you in forwarding any of the enclosed materials to your clients. The Issuer will pay or cause to be paid any transfer taxes payable on the transfer of Notes to them except as otherwise provided in Instruction of the Letter of Transmittal.

        Questions and requests for assistance with respect to the Exchange Offer or for copies of the Prospectus and Letter of Transmittal may be directed to the Exchange Agent by telephone at (800) 344-5128 or by facsimile (for eligible institutions only) at (612) 667-6282.

Very truly yours,
NEW ENTERPRISE STONE & LIME CO., INC.

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS THE AGENT, OF THE ISSUER OR ANY AFFILIATE THEREOF, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS OR USE ANY DOCUMENT ON BEHALF OF ANY OF THE ISSUER IN CONNECTION WITH THE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.

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Exhibit 99.3

EX-99.4

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Exhibit 99.4

FORM OF NOTICE TO INVESTORS
of
NEW ENTERPRISE STONE & LIME CO.,  INC.

Offer to Exchange up to $250,000,000 Aggregate Principal Amount
of its 11% Senior Notes due 2018 which have been registered under
the Securities Act of 1933, as amended
For Any and All of its Outstanding
11% Senior Notes due 2018

THIS EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON [            ], 2011, UNLESS EXTENDED.  

To Our Clients:

        Enclosed for your consideration is a Prospectus dated [            ], 2011 (the "Prospectus") and a Letter of Transmittal (which together constitute the "Exchange Offer") relating to the offer by New Enterprise Stone & Lime Co., Inc. (the "Issuer") to exchange its 11% Senior Notes due 2018 (the "Exchange Notes") which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for an equal aggregate principal amount of its outstanding 11% Senior Notes due 2018 (the "Old Notes"). As set forth in the Prospectus, the terms of the Exchange Notes are identical in all material respects to the Old Notes, except that the Exchange Notes have been registered under the Securities Act, and therefore will not bear legends restricting their transfer and will not contain certain provisions providing for the payment of additional interest to the holders of the Old Notes under certain circumstances relating to the Registration Rights Agreement, dated August 18, 2010, among the Issuer, the subsidiary guarantors named therein and the initial purchasers of the Old Notes (the "Registration Rights Agreement").

        The enclosed materials are being forwarded to you as the beneficial owner of Old Notes carried by us for your account or benefit but not registered in your name. An exchange of any Old Notes may only be made by us as the registered Holder and pursuant to your instructions. Therefore, we urge beneficial owners of Old Notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee to contact such Holder promptly if they wish to exchange Old Notes in the Exchange Offer.

        Accordingly, we request instructions as to whether you wish us to exchange any or all such Old Notes held by us for your account or benefit, pursuant to the terms and conditions set forth in the Prospectus and Letter of Transmittal. We urge you to read carefully the Prospectus and Letter of Transmittal before instructing us to exchange your Old Notes.

        Your instructions to us should be forwarded as promptly as possible in order to permit us to exchange Old Notes on your behalf in accordance with the provisions of the Exchange Offer. The Exchange Offer expires at 5:00 p.m., New York City time, on [            ], 2011, unless extended. The term "Expiration Date" shall mean 5:00 p.m., New York City time, on [            ], 2011, unless the Exchange Offer is extended as provided in the Prospectus, in which case the term "Expiration Date" shall mean the latest date and time to which the Exchange Offer is extended. A tender of Old Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date.

        Your attention is directed to the following:

1.

The Issuer will issue a like principal amount of Exchange Notes in exchange for the principal amount of Old Notes surrendered pursuant to the Exchange Offer, of which $250,000,000 aggregate principal amount of Old Notes were outstanding as of the date of the Prospectus.

The terms of the Exchange Notes are identical in all respects to the Old Notes, except that the Exchange Notes have been registered under the Securities Act, and therefore will not bear legends restricting their transfer and will not contain certain provisions providing for the payment of additional interest to the holders of the Old Notes under certain circumstances relating to the Registration Rights Agreement.

2.

THE EXCHANGE OFFER IS SUBJECT TO CERTAIN CUSTOMARY CONDITIONS. SEE "THE EXCHANGE OFFER—CERTAIN CONDITIONS TO THIS EXCHANGE OFFER" IN THE PROSPECTUS.



3.

The Exchange Offer and withdrawal rights will expire at 5:00 p.m., New York City time, on [            ], 2011, unless extended.



4.

The Issuer has agreed to pay the expenses of the Exchange Offer.



5.

Any transfer taxes incident to the transfer of Old Notes from the tendering Holder to us will be paid by the Issuer, except as provided in the Prospectus and the Letter of Transmittal.

        The Exchange Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Old Notes residing in any jurisdiction in which the making of the Exchange Offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction.

        If you wish us to tender any or all of your Old Notes held by us for your account or benefit, please so instruct us by completing, executing and returning to us the attached instruction form. The accompanying Letter of Transmittal is furnished to you for informational purposes only and may not be used by you to exchange Old Notes held by us and registered in our name for your account or benefit.

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INSTRUCTIONS

        The undersigned acknowledge(s) receipt of your letter and the enclosed material referred to therein relating to the Exchange Offer of New Enterprise Stone & Lime Co., Inc.

        This will instruct you to tender for exchange the aggregate principal amount of Old Notes indicated below (or, if no aggregate principal amount is indicated below, all Old Notes) held by you for the account or benefit of the undersigned, pursuant to the terms of and conditions set forth in the Prospectus and the Letter of Transmittal.

        Aggregate Principal Amount of Old Notes to be tendered for exchange:

$

*

I (we) understand that if I (we) sign this instruction form without indicating an aggregate principal amount of the Old Notes in the space above, all Old Notes held by you for my (our) account will be tendered for exchange.

(Signature(s))

(Capacity (full title), if signing in a fiduciary or representative capacity)

(Name(s) and address, including zip code)

(Date)

(Area Code and Telephone Number)

(Taxpayer Identification or Social Security No.)

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Exhibit 99.4

INSTRUCTIONS