-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T7hOjOBldtXaw5GeIJHTeQnFduHJWGPgjrm6HBkQm5YfO0g7gzlG+qbZuUw30OP1 e77OEtZWJd7ULRWsVOaJPw== 0000030067-97-000010.txt : 19971117 0000030067-97-000010.hdr.sgml : 19971117 ACCESSION NUMBER: 0000030067-97-000010 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19970930 FILED AS OF DATE: 19971114 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DRAVO CORP CENTRAL INDEX KEY: 0000030067 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 250447860 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-05642 FILM NUMBER: 97719900 BUSINESS ADDRESS: STREET 1: 3600 ONE OLIVER PLZ CITY: PITTSBURGH STATE: PA ZIP: 15222-2651 BUSINESS PHONE: 2054322651 MAIL ADDRESS: STREET 1: 3600 ONE OLIVER PLAZA CITY: PITTSBURGH STATE: PA ZIP: 15222 10-Q 1 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For Quarter Ended: September 30, 1997 Commission File Number: 1-5642 DRAVO CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania 25-0447860 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) One Oliver Plaza, Pittsburgh, Pennsylvania 15222 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (412) 566-3000 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No The number of shares outstanding of each of the registrant's classes of common stock as of October 31, 1997: Title of Class Shares Outstanding Common Stock, $1.00 par value 14,780,836 DRAVO CORPORATION AND SUBSIDIARIES INDEX PART I - FINANCIAL INFORMATION
Page No. Consolidated Balance Sheets at September 30, 1997 and December 31, 1996 3, 4 Consolidated Statements of Earnings for the Quarters ended September 30, 1997 and 1996 5 Consolidated Statements of Earnings for the Nine Months ended September 30, 1997 and 1996 6 Consolidated Statements of Cash Flows for the Nine Months ended September 30, 1997 and 1996 7, 8 Notes to Consolidated Financial Statements 9-12 Management's Discussion and Analysis of Financial Condition and Results of Operations 13 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 14 SIGNATURES 15
DRAVO CORPORATION AND SUBSIDIARIES Consolidated Balance Sheets ($ in 000's)
September 30, December 31, 1997 1996 (unaudited) ASSETS Current assets: Cash and cash equivalents $ 1,749 $ 1,600 Accounts receivable, net 20,396 23,265 Notes receivable, net 768 921 Inventories 17,988 16,481 Other current assets 625 751 Total current assets 41,526 43,018 Advances to and equity in joint ventures 2,953 2,093 Notes receivable 6,419 4,380 Other assets 25,854 25,066 Deferred income taxes 24,853 24,853 Property, plant and equipment 260,776 238,025 Less: accumulated depreciation and amortization 119,151 112,026 Net property, plant and equipment 141,625 125,999 Total assets $243,230 $225,409
See accompanying notes to consolidated financial statements. DRAVO CORPORATION AND SUBSIDIARIES Consolidated Balance Sheets ($ in 000's)
September 30, December 31, 1997 1996 (unaudited) LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current portion of long-term notes $ 9,760 $ 6,166 Accounts payable - trade 14,165 14,542 Accrued insurance 2,642 1,906 Accrued retirement contribution 1,810 1,785 Net liabilities of discontinued operations 4,432 6,299 Other current liabilities 4,630 3,843 Total current liabilities 37,439 34,541 Long-term notes 71,390 63,535 Net liabilities of discontinued operations 5,953 6,786 Other liabilities 7,157 6,632 Redeemable preference stock: Par value $1, issued 200,000 shares: Series D, $12.35 cumulative, convertible, exchangeable (entitled in liquidation to $20.0 million) 20,000 20,000 Shareholders' equity: Preference stock, par value $1, authorized 1,878,870: Series B, $2.475 cumulative, convertible; issued 19,386 and 20,386 shares (entitled in liquidation to $1.1 million); 19 20 Series D, reported above Common stock, par value $1, authorized 35,000,000 shares; issued 15,100,033 and 15,096,817 15,100 15,097 Other capital 63,063 63,077 Retained earnings 27,316 20,063 Treasury stock at cost: Common shares 322,413 and 333,168 (4,207) (4,342) Total shareholders' equity 101,291 93,915 Total liabilities and shareholders' equity $243,230 $225,409
See accompanying notes to consolidated financial statements. DRAVO CORPORATION AND SUBSIDIARIES Consolidated Statements of Earnings (unaudited, $ in 000's, except per share data)
Quarters ended September 30, 1997 1996 Revenue $ 40,966 $ 40,752 Cost of revenue 29,921 30,217 Gross profit 11,045 10,535 Selling, general and administrative expenses 5,575 5,454 Earnings from operations 5,470 5,081 Other income (expense): Equity in earnings of joint ventures 259 234 Interest income 79 6 Interest expense (1,926) (1,575) Net other income (expense) (1,588) (1,335) Earnings before taxes 3,882 3,746 Provision for income taxes 127 113 Net earnings 3,755 3,633 Preference dividends 629 633 Net earnings available for common shares $ 3,126 $ 3,000 Earnings per share $ 0.21 $ 0.20 Weighted average shares outstanding 14,854 14,936
See accompanying notes to consolidated financial statements. DRAVO CORPORATION AND SUBSIDIARIES Consolidated Statements of Earnings (unaudited, $ in 000's, except per share data)
Nine Months ended September 30, 1997 1996 Revenue $121,025 $118,325 Cost of revenue 90,680 88,707 Gross profit 30,345 29,618 Selling, general and administrative expenses 16,356 15,777 Earnings from operations 13,989 13,841 Other income (expense): Equity in earnings of joint ventures 632 702 Other expense (9) - Interest income 161 874 Interest expense (5,095) (4,911) Net other income (expense) (4,311) (3,335) Earnings before taxes 9,678 10,506 Provision for income taxes 537 316 Net earnings 9,141 10,190 Preference dividends 1,888 1,899 Net earnings available for common shares $ 7,253 $ 8,291 Earnings per share $ 0.49 $ 0.56 Weighted average shares outstanding 14,851 14,879
See accompanying notes to consolidated financial statements. DRAVO CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows (unaudited, $ in 000's)
Nine Months ended September 30, 1997 1996 CASH FLOWS FROM OPERATING ACTIVITIES: Net earnings $ 9,141 $ 10,190 Adjustments to reconcile net earnings to net cash provided by continuing operations activities: Depreciation and amortization 7,732 7,744 Loss on disposal of assets 9 - Equity in joint ventures (860) (431) Changes in assets and liabilities: Decrease (increase) in accounts receivable 2,869 (1,314) Decrease (increase) in notes receivable (1,886) 37 Increase in inventories (1,507) (1,020) Decrease (increase) in other current assets 188 (145) Increase (decrease) in accounts payable and accrued expenses 1,208 (1,431) Increase (decrease) in taxes payable 24 (171) Increase in other assets (788) (903) Increase in other liabilities 525 1,954 Net cash provided by continuing operations activities 16,655 14,510 Net cash provided (used) by discontinued operations activities (2,700) 4,932 Net cash provided by operating activities 13,955 19,442 CASH FLOWS FROM INVESTING ACTIVITIES: Additions to property, plant and equipment (23,367) (15,528) Net cash used by investing activities $ (23,367) $ (15,528)
See accompanying notes to consolidated financial statements. DRAVO CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows (unaudited, $ in 000's)
Nine Months ended September 30, 1997 1996 CASH FLOWS FROM FINANCING ACTIVITIES: Net borrowing (repayment) under revolving credit agreements $ (1,010) $ 3,550 Principal payments under long-term notes (6,204) (6,014) Proceeds from long-term notes 18,663 - Proceeds from issuance of common stock - 248 Dividends on preference stock (1,888) (1,899) Net cash provided (used) by financing activities 9,561 (4,115) Net increase (decrease) in cash and cash equivalents 149 (201) Cash and cash equivalents at beginning of period 1,600 1,086 Cash and cash equivalents at end of period $ 1,749 $ 885 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the period for: Interest (net of amount capitalized) $ 4,905 $ 4,976 Income taxes 517 487
See accompanying notes to consolidated financial statements. DRAVO CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (1) Basis of Presentation The accompanying consolidated financial statements include the accounts of Dravo Corporation and its majority-owned subsidiaries (the company). The principal subsidiary is Dravo Lime Company, one of the nation's largest lime producers. Significant intercompany balances and transactions have been eliminated in the consolidation process. These unaudited consolidated financial statements include all adjustments, consisting only of normal, recurring accruals, which management considers necessary for a fair presentation of the company's consolidated financial position, results of operations, and cash flows for the interim periods presented. (2) Inventories Inventories are classified as follows: ($ in 000's)
September 30, December 31, 1997 1996 Finished goods $ 3,205 $ 2,586 Materials and supplies 14,783 13,895 Net inventories $17,988 $16,481
Finished goods are valued at average production cost or market, whichever is lower, and include raw materials, direct labor, and operating overhead. Materials and supplies are valued at average cost. (3) Contingent Liabilities The company has been notified by the federal Environmental Protection Agency (EPA) that the EPA believes the company is a potentially responsible party (PRP) for the clean-up of soil and groundwater contamination at four sub-sites in Hastings, NE. The Hastings site is one of the EPA's priority sites for taking remedial action under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA). The company participated in an EPA-initiated allocation proceeding for a municipal landfill sub-site to allocate shares of liability for past response costs and costs of a proposed cap of the landfill. As part of this proceeding, the allocator conducted a mediation session which resulted in a settlement among the EPA and the PRPs. Pursuant to the settlement, the company agreed to pay $702,000, or 14.33 percent of the $4.9 million past costs and estimated source control costs for this sub-site. A Consent Order incorporating the settlement and an agreement among the private parties concerning the construction and maintenance of the proposed cap is being negotiated. In exchange, the company received contribution protection against third-party claims as well as a covenant from the EPA not to sue for its past and future response costs at this sub-site and matters covered by the settlement. The company has also been notified by the EPA that the EPA considers it a PRP at another municipal landfill in Hastings. At least three other parties (including the City of Hastings) are considered by the EPA to be PRPs at this second sub-site. At this sub-site, the company has concluded that the City of Hastings is primarily responsible for proper closure of the landfill and the remediation of any release of hazardous substances. In January, 1994, the EPA invited the company and the other PRPs to make an offer to conduct a remedial investigation and feasibility study (RI/FS) of this sub-site and stated that the EPA was in the process of preparing a work plan for the RI/FS. None of the PRPs accepted EPA's invitation to perform the RI/FS for this sub-site. The EPA has conducted the remedial investigation. The company is considering a proposal to conduct the feasibility study along with other PRPs. With respect to the third sub-site, the company and two other PRPs have been served with administrative orders directing them to undertake soil remediation and interim groundwater remediation at that sub-site. The company is currently complying with these orders while reserving its right to seek reimbursement from the United States for its costs if it is determined it is not liable for response costs or if it is required to incur costs because of arbitrary, capricious or unreasonable requirements imposed by the EPA. The EPA has taken no legal action with respect to its demand that the company and the other PRPs pay its past response costs. A total of five parties have been named by the EPA as PRPs at this sub-site, but two of them have been granted de minimis status. The company believes other persons should also be named as PRPs. The fourth sub-site is a former naval ammunition depot which was subsequently converted to an industrial park. The company and its predecessor owned and operated a manufacturing facility in this industrial park. To date, the company's investigation indicates that it did not cause the release of hazardous substances at this sub-site during the time it owned and operated the facility. The United States has undertaken to conduct the remediation of this sub-site. In addition to sub-site clean-up, the EPA is seeking a clean-up of area-wide contamination associated with all of the sub-sites in and around Hastings, NE. The company, along with other Hastings PRPs, has recommended that the EPA adopt institutional controls as the area-wide remedy in Hastings. EPA has completed an area wide remedial investigation and has asked the PRPs to agree to perform a feasibility study to determine whether institutional controls or another remedial alternative should be undertaken. The company, along with other PRPs, are considering this proposal. An acceptable area wide remediation plan could result in interim remedies at the subsites becoming final remedies. On August 10, 1992, the company filed suit in the Alabama District Court against its primary liability insurance carriers and one of its predecessor's insurers, seeking a declaratory judgment that the company is entitled to a defense and indemnity under its contracts of insurance (including certain excess policies provided by one of the primary carriers) with regard to the third Hastings sub-site. On motion of the defendant insurance carriers, the suit was transferred to the District Court for the Western District of Pennsylvania on October 31, 1996. The company has settled the claim against its predecessor's insurer, but the case against the company's insurers is still in litigation. An award of punitive damages is also being sought against the company's insurers for their bad faith in failing to investigate the company's claim and/or denying the company's claim. The company has notified its primary and excess general liability carrier, as well as the excess carrier of its predecessor, of the receipt of its notice of potential liability at the second and fourth sub-sites. Estimated total clean-up costs at the third sub-site, including capital outlays and future maintenance costs for soil and groundwater remediation of approximately $14 million, are based on independent engineering studies. Included in the discontinued operations provision is the company's estimate that it will participate in 33 percent of these remediation costs. The company's estimated share of the costs is based on its assessment of the total clean-up costs, its potential exposure, and the viability of other named PRPs. These estimates are, by their nature, uncertain and dependent upon numerous factors, any of which could cause actual results to differ materially from projected amounts. Other claims and assertions made against the company will be resolved, in the opinion of management, without material additional charges to earnings. (4) Discontinued Operations Discontinued operations' assets and liabilities at September 30, 1997 and December 31, 1996 relate to non-cancelable leases, insurance, environmental, legal and other matters associated with exiting the engineering and construction business and are presented below:
($ in 000's) September 30, December 31, 1997 1996 Current assets: Accounts and retainers receivable $ 275 $ 323 Total current assets 275 323 Other 309 309 Total assets $ 584 $ 632 Current liabilities: Accounts and retainers payable $ 527 $ 536 Accrued loss on leases 1,705 2,304 Other 2,475 3,782 Total current liabilities 4,707 6,622 Accrued loss on leases - 954 Other 6,262 6,141 Total liabilities $ 10,969 $ 13,717 Net liabilities and accrued loss on leases of discontinued operations $(10,385) $ (13,085)
DRAVO CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (5) Earnings Per Share In February 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 128, Earnings per Share (FAS 128). FAS 128 supersedes APB Opinion No. 15, Earnings per Share (APB 15) and requires the calculation and dual presentation of Basic and Diluted earnings per share, replacing the measures of Primary and Fully-diluted earnings per share as reported under APB 15. FAS 128 is effective for financial statements issued for periods ending after December 15, 1997; earlier application is not permitted. After the effective date, all prior-period earnings per share data presented must be restated to conform with the provisions of FAS 128. The impact of FAS 128 on the company's earnings per share calculation will be immaterial. DRAVO CORPORATION AND SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations Third quarter revenue of $41.0 million was up slightly over last year's $40.8 million. Gross profit was up $510,000 over last year on the higher revenue and a 1 percent gross margin increase. The company's results are heavily influenced by its major utility customers plant operations. Events at two large utility customers, an equipment failure and a decision to take a generating unit out of service earlier than anticipated, suppressed revenue and earnings during the quarter. Strong commercial sales, however, helped to offset the utility revenue shortfall. The margin increase was attributable primarily to lower production costs at the Maysville and Black River plants. Selling, general and administrative expenses were higher primarily due to a bad debt accrual for disputed invoices. Interest expense was $351,000 higher because of higher debt levels and because the 1996 period benefited from the capitalization of interest charges associated with the Maysville expansion project. Year-to date earnings of $9.1 million, or 49 cents per share, were down from last year's $10.2 million, or 56 cents per share. The shortfall is attributable to this year's poor first quarter earnings of $1.1 million, or three cents per share. As reported previously, an early March flood in northern Kentucky stopped the company from loading barges and its customers from unloading barges for an extended period. Revenue and income in both the second and third quarters of the current year have exceeded last year's comparable period results, however, the impact of the flood and other previously reported first quarter difficulties were too severe to recoup. Additionally, last year's earnings were bolstered by refunds received from a state taxing authority for amended returns filed based on current interpretation of the state tax code. The refunds included interest income of $851,000. Capital expenditures for the nine months ended September 30 were $23.4 million compared to $15.5 million last year. Construction progress payments for a new Maysville kiln, $8.3 million, and the $8.3 million purchase of land containing more than 27 million tons of high calcium reserves adjacent to the Longview facility accounted for a large part of the additions to property, plant and equipment. Total debt increased $11.4 million from year-end primarily due to funding capital expenditures. The company's effective tax rate increased from 3.0% for the nine months ended September 30, 1996 to 5.5% for the nine months ended September 30, 1997. This rate increase is attributed to alternative minimum tax. The company is currently reviewing its deferred tax asset valuation allowance in light of current and projected income levels and the status of the remaining discontinued operations issues. If it is determined that it is more likely than not that more net operating losses will be used before expiration than have already been recorded, the valuation allowance will be adjusted and a tax benefit will be recognized. Accordingly, for financial reporting purposes, tax expense in future periods will be recorded at a higher effective tax rate. DRAVO CORPORATION AND SUBSIDIARIES PART II - Other Information Item 6. Exhibits and Reports on Form 8-K (a) Exhibits The following is filed as an exhibit to Part I of this Form 10-Q: Exhibit No. 11 - Statement re computation of per share earnings. The following are filed as exhibits to Part II of this Form 10-Q: Exhibit No. 4 - Instruments defining the rights of security holders, including indentures Amendment Agreement dated July 31, 1997 encompassing the Seventh Amendment to the Override Agreement and the Sixth Amendment to Revolving Credit Agreement. Exhibit No. 10 - Material contracts Agreement dated September 15, 1997 between Dravo Corporation and Carl A. Gilbert. Identical agreements were entered into with James J. Puhala, John R. Major, Marshall S.Johnson, and Donald H. Stowe, Jr. (b) Reports on Form 8-K The company filed no reports on Form 8-K for the quarter ended September 30, 1997. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. DRAVO CORPORATION (Registrant) Date: November 13, 1997 /s/JAMES J. PUHALA James J. Puhala Vice President, Administration and General Counsel and Acting Chief Financial Officer Date: November 13, 1997 /s/LARRY J. WALKER Larry J. Walker Vice President and Controller (Principal Accounting Officer) EX-11 2 EARNINGS PER SHARE Exhibit 11. Statement Re Computation of Per Share Earnings (In 000's, except per share data)
Quarters ended September 30, Primary 1997 1996 Earnings: Net earnings $ 3,755 $ 3,633 Deduct dividends on preference stock 629 633 Net earnings applicable to common stock $ 3,126 $ 3,000 Shares: Weighted average number of common shares outstanding 14,778 14,742 Dilutive effect of outstanding options and rights (as determined by the application of the treasury stock method at the average market price for the period) 76 194 Weighted average number of shares outstanding, as adjusted 14,854 14,936 Primary earnings per share $ 0.21 $ 0.20 Fully diluted Earnings: Net earnings $ 3,755 $ 3,633 Deduct dividends on preference stock (1) 629 633 Net earnings applicable to common stock $ 3,126 $ 3,000 Shares: Weighted average number of common shares outstanding 14,778 14,742 Dilutive effect of outstanding options and rights (as determined by the application of the treasury stock method at the higher of the closing or the average market price for the period) 99 194 Weighted average number of shares outstanding, as adjusted 14,877 14,936 Fully diluted earnings per share $ 0.21 $ 0.20
Exhibit 11. Statement Re Computation of Per Share Earnings (continued)
(In 000's, except per share data) Quarters ended September 30, 1997 1996 Additional Fully Diluted Computation (2) Earnings: Net earnings $ 3,755 $ 3,633 Shares: Weighted average number of common shares outstanding 14,778 14,742 Dilutive effect of outstanding options and rights (as determined by the application of the treasury stock method at the higher of the closing or average market price for the period) 99 194 Shares issuable from assumed exercise of convertible preference stock 1,662 1,682 Weighted average number of shares outstanding, as adjusted 16,539 16,618 Fully diluted earnings per share $ 0.23 $ 0.22
(1) The inclusion of preference stock in the fully dilutive computation would have an anti-dilutive effect on earnings per share. (2) This calculation is submitted in accordance with Securities Exchange Act of 1934, Regulation S-K, paragraph 229.601 (b)(11) although it is contrary to paragraph 40 of APB Opinion No. 15 because it produces an anti-dilutive result. Exhibit 11. Statement Re Computation of Per Share Earnings (In 000's, except per share data) Nine Months ended September 30,
Primary 1997 1996 Earnings: Net earnings $ 9,141 $10,190 Deduct dividends on preference stock 1,888 1,899 Net earnings applicable to common stock $ 7,253 $ 8,291 Shares: Weighted average number of common shares outstanding 14,774 14,726 Dilutive effect of outstanding options and rights (as determined by the application of the treasury stock method at the average market price for the period) 77 153 Weighted average number of shares outstanding, as adjusted 14,851 14,879 Primary earnings per share $ 0.49 $ 0.56 Fully diluted Earnings: Net earnings $ 9,141 $10,190 Deduct dividends on preference stock (1) 1,888 1,899 Net earnings applicable to common stock $ 7,253 $ 8,291 Shares: Weighted average number of common shares outstanding 14,774 14,726 Dilutive effect of outstanding options and rights (as determined by the application of the treasury stock method at the higher of the closing or the average market price for the period) 85 177 Weighted average number of shares outstanding, as adjusted 14,859 14,903 Fully diluted earnings per share $ 0.49 $ 0.56
Exhibit 11. Statement Re Computation of Per Share Earnings (continued) (In 000's, except per share data) Nine Months ended September 30, 1997 1996
Additional Fully Diluted Computation (2) Earnings: Net earnings $ 9,141 $10,190 Shares: Weighted average number of common shares outstanding 14,774 14,726 Dilutive effect of outstanding options and rights (as determined by the application of the treasury stock method at the higher of the closing or average market price for the period) 85 177 Shares issuable from assumed exercise of convertible preference stock 1,663 1,682 Weighted average number of shares outstanding, as adjusted 16,522 16,585 Fully diluted earnings per share $ 0.55 $ 0.61
(1) The inclusion of preference stock in the fully dilutive computation would have an anti-dilutive effect on earnings per share. (2) This calculation is submitted in accordance with Securities Exchange Act of 1934, Regulation S-K, paragraph 229.601 (b)(11) although it is contrary to paragraph 40 of APB Opinion No. 15 because it produces an anti-dilutive result. EX-27 3 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM DRAVO CORPORATION'S SEPTEMBER 30, 1997 FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 9-MOS DEC-31-1997 SEP-30-1997 1749 0 20985 589 17988 41526 260776 119151 243230 37439 0 15100 20000 19 86191 243230 121025 121025 90680 90680 0 0 5095 9678 537 9141 0 0 0 9141 .49 0
EX-4 4 LOAN AMENDMENT AGREEMENT EXECUTION COPY AMENDMENT AGREEMENT THIS AMENDMENT AGREEMENT (this "Agreement" or this "Amendment"), dated as of July 31, 1997, is entered into by and among DRAVO CORPORATION, a Pennsylvania corporation ("Dravo "), DRAVO LIME COMPANY, a Delaware corporation ("Lime"), DRAVO BASIC MATERIALS COMPANY, INC., an Alabama corporation ("Basic", together with Lime referred to herein as the "Companies"), REGIONS BANK, formerly known as First Alabama Bank ("Regions"), PNC BANK, NATIONAL ASSOCIATION (formerly known as Pittsburgh National Bank) ("PNC"), BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION (successor by merger to Bank of America Illinois) ("BA"), THE PRUDENTIAL INSURANCE COMPANY OF AMERICA (acting through Prudential Capital Group) ("Prudential"); Regions, PNC, BA and Prudential herein collectively referred to as "Lenders", and each a "Lender", and Regions, as agent for the Lenders (in such capacity, together with its successors and assigns, the "Agent") and BA, as documentation agent for the Lenders (in such capacity, together with its successors and assigns, the "Documentation Agent"). PRELIMINARY STATEMENTS (1) The Companies, Dravo and the Lenders have entered into an Override Agreement, dated as of January 21, 1992, as amended by the First Amendment to Override Agreement, dated March 10, 1993, the Second Amendment to Override Agreement, dated as of March 7, 1994, the Amendment Agreement, dated as of August 1, 1994, the Amendment Agreement, dated as of January 3, 1995, the Amendment Agreement, dated as of December 31, 1995 and the Amendment and Restatement of Articles IV, V and VI of the Override Agreement and Amendment and Restatement of Appendix A Definitions dated as of February 15, 1996 (as so amended and restated, the "Override Agreement"). In addition, the Companies, the Agent, the Documentation Agent and the Lenders have entered into an Amended and Restated Revolving Credit Agreement, dated as of January 21 1992, as amended by the First Amendment to Amended and Restated Revolving Credit Agreement, dated as of March 7, 1994, the Amendment Agreement dated as of August 1, 1994, the Amendment Agreement dated as of January 3, 1995, the Amendment Agreement dated as of December 31, 1995, and the Amendment Agreement dated as of June 28, 1996 (as so amended, the "Revolving Credit Agreement"). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Override Agreement. (2) The parties hereto desire to amend certain provisions of the Override Agreement as set out hereinbelow. (3) The parties hereto further desire to amend the Revolving Credit Agreement and certain other Operative Documents to extend the Maturity Date of the Revolving Line of Credit from July 31, 1998 to July 31, 1999, and to extend the availability of the Letters of Credit until July 31, 1999, among other things. 2 NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree to amend the Override Agreement, the Revolving Credit Agreement and the other Operative Documents as follows: ARTICLE I SEVENTH AMENDMENT TO OVERRIDE AGREEMENT SECTION 1.01. Amendments to Override Agreement. The Override Agreement shall be, effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 3.01 hereof, amended as follows: (a) Amendments to Article V. Section 5.01ct)) of Article V is amended by deleting same in its entirety and substituting therefor the following in place thereof: "(b) Dravo Restricted Payments. Dravo shall not: (x) pay or declare any dividend on any class of its stock or make any other distribution on account of any class of its stock (referred to herein collectively as "Dividends") or (y) make, directly or indirectly (including by a Subsidiary of Dravo), any Excess Redemption (all Dividends and Excess Redemptions collectively referred to herein as "Dravo Restricted Payments") if such Dravo Restricted Payments, taken together with all other Dravo Restricted Payments made after December 31, 1995, would exceed the sum of (i) $5,000,000, and (ii) 25% of Consolidated Net Earnings Available for Common Stock after December 31, 1995. There shall not be included in Dravo Restricted Payments (x) Dividends paid, or distributions made, in stock of Dravo; or (y) exchanges of stock of one or more classes of Dravo for common stock of Dravo or for stock of Dravo of the same class, except to the extent that cash or other value is involved in such exchange; or (z) the payment of regularly scheduled dividends on the Shares or the Preferred Stock Series B originally issued to the Mechling estate ("Mechling Shares"). The term "stock", as used in this Section 5.01 (b), shall include warrants or options to purchase stock. Notwithstanding the foregoing, Dravo shall not make a Dravo Restricted Payment if a Default or Event of Default has occurred or would occur as a result of such Dravo Restricted Payment. As used herein, the term "Excess Redemption" means any redemption, purchase or other acquisition of any shares of the capital stock of Dravo in an amount exceeding the cash proceeds received by Dravo in connection with any issuance or sale of any capital stock (including, without limitation, any preferred stock) of Dravo in an amount exceeding cash proceeds received by Dravo (net of all reasonable costs and expenses incurred by Dravo in connection with such issuance of capital stock) occurring after December 31, 1995." 3 (b) Amendments to Appendix A. Subsection (a) of Appendix A regarding Definitions shall be amended as follows: (i) The definition of "Fixed Charge Coverage Ratio" found in subsection (a) of Appendix A to the Override Agreement is amended by deleting same in its entirety and substituting therefor the following definition in place thereof: "Fixed Charge Coverage Ratio" shall mean, for any fiscal quarter of Dravo, the ratio obtained by dividing (a) EBITDAR of Dravo and its Subsidiaries for the three immediately preceding fiscal quarters of Dravo and the quarter of determination (the "Relevant Preceding Period") by (b) the sum of: (i) the amount of interest paid or accrued (including all imputed or capitalized interest) on all Debt of Dravo and its Subsidiaries during the Relevant Preceding Period (including all imputed interest on Capitalized Lease Obligations) plus (ii) all installments of Funded Debt (excluding the indebtedness incurred by the Company under the Revolving Credit Agreement) paid or scheduled to be paid during the Relevant Preceding Period plus (iii) the dividends paid or scheduled to be paid to the holders of the Shares or any other preferred stock of Dravo or any of its Subsidiaries during the Relevant Preceding Period plus (iv) the redemptions of the Shares or any other preferred stock, if any, of Dravo or any of its Subsidiaries made by Dravo during the Relevant Preceding Period, plus (v) net rentals as reflected on the most recently delivered financial statements." (ii) Subsection (a) of Appendix A is further amended by adding in alphabetical order the following definition thereto: "Consolidated Net Earnings Available for Common Stock" shall mean the Consolidated Net Earnings from Continuing Operations less any dividends paid on any preferred stock." (c) Amendment to Party Name. All references to the term "FAB" in the Override Agreement and Operative Documents shall be deleted and substituted in place thereof is the term "Regions". All references to the term "BAI" in the Override Agreement and Operative Documents shall be deleted and substituted in place thereof is the term "BA". 4 ARTICLE II SIXTH AMENDMENT TO REVOLVING CREDIT AGREEMENT SECTION 2.01. Sixth Amendment. The parties hereto entered into an Amendment Agreement, dated as of June 28, 1996 (the "1996 Amendment Agreement"), that amended the Revolving Credit Agreement. The amendment contained in the 1996 Amendment Agreement designated the amendment to the Revolving Credit Agreement as the "Sixth Amendment to the Revolving Credit Agreement". The parties hereto had also entered into an Amendment Agreement, dated as of December 31, 1995 (the "1995 Amendment Agreement") amending the Revolving Credit Agreement. The amendment contained in the 1995 Amendment Agreement designated the amendment to the Revolving Credit Agreement as the "Fifth Amendment to the Revolving Credit Agreement". The foregoing reference in the 1996 Amendment Agreement was incorrect as such amendment was, in fact, the fifth amendment to the Revolving Credit Agreement. The reference in the 1996 Amendment Agreement is herein designated as the "Fifth Amendment to Revolving Credit Agreement". The foregoing reference in the 1995 Amendment Agreement was incorrect as such amendment was, in fact, the fourth amendment to the Revolving Credit Agreement. The reference in the 1995 Amendment Agreement is herein designated as the "Fourth Amendment to the Revolving Credit Agreement". The amendment to the Revolving Credit Agreement contained herein is referenced as the "Sixth Amendment to Revolving Credit Agreement". SECTION 2.02. Amendments to Revolving Credit Agreement. The Revolving Credit Agreement shall be, effective as of the date hereof and subject to the conditions precedent set forth in Section 3.01 hereof, amended as follows: (a) The first sentence of Section 1.1(a) is amended by deleting the date "July 31, 1998" and substituting therefor the date "July 31, 1999." (b) The first sentence of Section 1.1(a) is further amended by deleting the phrase "SIXTY-FIVE MILLION AND NO/100THS DOLLARS ($65,000,000.00)" in its entirety and substituting therefor the new phrase "F1FTY- THREE MILLION AND NO/100THS DOLLARS ($53,000,000.00)." (c) The fourth sentence of Section 1.1(a) is amended by deleting the date "July 31, 1998" and substituting therefor the date "July 31, 1999." (d) Section 1.1(a) is further amended by deleting in its entirety the following sentence found at the end thereof: "Notwithstanding anything in this Agreement to the contrary, the maximum available Revolving Line of Credit, together with the Stated Amount of all outstanding Letters of Credit shall, as of August 1, 1997, and thereafter, be reduced from SIXTY-FIVE MILLION DOLLARS ($65,000,000.00) to FORTY-EIGHT MILLION DOLLARS ($48,000,000.00), and, as of August 1, 1997, the maximum limitation for each Lender 5 shown opposite the name of each Lender on Schedule I shall be reduced on a proportionate basis to the foregoing reduction in the maximum available Revolving Line of Credit, together with the Stated Amount of all outstanding Letters of Credit." (e) The second sentence of Section 1.1(c) is amended by deleting the phrase "SIXTY-FIVE MILLION AND NO/100THS DOLLARS ($65,000,000.00)" in its entirety and substituting therefor the new phrase "FIFTY-THREE MILLION AND NO/l00THS DOLLARS ($53,000,000.00)." (f) Section 1.1(c) is further amended by deleting in its entirety the following sentence found at the end thereof: "On July 31, 1997, the Revolving Notes shall be amended by Borrowers and each respective Lender to indicate the extension of the Maturity Date to July 31, 1998, and the reduction of the maximum available Revolving Line of Credit, together with the Stated Amount of all outstanding Letters of Credit, from $65,000,000.00 to $48,000,000.00." (g) The fifth sentence of Section 1.3 is amended in its entirety to read as follows: "The expiration date for each Letter of Credit issued hereunder (or caused to be issued hereunder) shall not be later than one year after the issuance date thereof and no Letters of Credit issued hereunder by a Lender (or caused to be issued by a Lender) shall provide for an expiration date later than July 31, 1999 (as such date may be extended pursuant to Section 1.9)." (h) The first sentence of Section 1.6 is amended in its entirety to read as follows: "Borrowers agree to pay to Lenders on a basis proportionate with such respective Lender's Revolving Line of Credit commitment hereunder non- usage fees (the "Non-Usage Fees") in an aggregate amount equal to one-half of one percent (1/2 of 1%) per annum on the unutilized portion of the $53,000,000.00 Revolving Line of Credit payable quarterly in arrears on the fifth business day following each calendar quarter during the term of this Agreement." (i) The first sentence of Section 9.1(a) of Article IX is amended in its entirety to read as follows: "Lenders agree as between themselves that upon receipt of a request for an advance hereunder by Borrowers (or either of them), and so long as there shall exist no Event of Default or Default, Regions will advance 37.28% of such request, PNC will advance 28.82% of such request, BA will advance 33.90% of such request (each such percentage referred to herein as such Lender's "Percentage"; provided, however, that in no event shall the aggregate principal amount of the Revolving Line of Credit loans made hereunder by Lenders exceed $53,000,000.00; provided, however, that in no event shall Prudential be required to make Revolving Line of Credit loans hereunder." 6 (j) All references to the term "FAB" in the Revolving Credit Agreement shall be deleted and substituted in place thereof is the term "Regions". All references to the term "BAI" in the Revolving Credit Agreement shall be deleted and substituted in place thereof is the term "BA". (k) Schedules I and II to the Revolving Credit Agreement are deleted in their entirety and Schedules I and II attached hereto are substituted therefor, respectively. (l) Exhibits A-I, A-2 and A-3 to the Revolving Credit Agreement are deleted in their entirety and Exhibits A-1, A-2 and A-3 attached hereto are substituted there for, respectively. (m) Copies of the Term Notes are attached hereto as Exhibits B-1, B-2 and B-3, respectively, and incorporated herein by reference. ARTICLE III CONDITIONS PRECEDENT SECTION 3.01. Conditions of Effectiveness. This Amendment shall become effective when, and only when, (a) the Agent shall have received counterparts of this Amendment executed by each of the Dravo Parties and the Lenders and copies of the Notes, in substantially the form of Exhibits A-I, A-2 and A-3 attached hereto, and Term Notes, in substantially the form of Exhibits B-1, B- 2 and B-3 attached hereto, executed by the Companies, (b) all accrued but unpaid interest, fees and expenses under the terms of the Revolving Credit Agreement, as amended hereby, and all outstanding fees and expenses of counsel to the Agent and the Lenders, shall have been paid in full to the extent due and payable after giving effect to this Amendment. The Dravo Parties further agree to provide to the Agent on or before September 15, 1997, all of the following documents, each (unless otherwise indicated) being dated a date acceptable to the Agent, in form and substance satisfactory to the Agent and the Lenders: (i) Copies of (A) all documents evidencing all requisite corporate action of each Dravo Party (including any and all resolutions or unanimous written consents of the Board of Directors of each Dravo Party) authorizing the execution, delivery and performance of this Amendment and the matters contemplated hereby and thereby, (B) all documents evidencing all Governmental Approvals, if any, with respect to this Amendment and the matters contemplated hereby and thereby, and (C) any amendments to the certificate or articles of incorporation (certified as of a recent date by the Secretary of the state of its jurisdiction of incorporation) and bylaws of each Dravo Party that have not been previously furnished to Lenders; (ii) A certificate of the Secretary or an Assistant Secretary of each Dravo Party certifying the names and true signatures of the officers authorized to sign this Amendment on behalf of such Dravo Party and any other documents to be delivered by such Dravo Party hereunder; 7 (iii) A favorable opinion of Buchanan Ingersoll, Professional Corporation, special counsel for the Dravo Parties, in form and substance satisfactory to the Lenders; (iv) Such other documents, instruments, approvals (and, if required by the Agent, certified duplicates of executed copies thereof) or opinions as the Agent or any Lender may reasonably request. The representations and warranties contained herein shall be true on and as of the Effective Date; there shall exist on the Effective Date, no Event of Default or Default; there shall exist no material adverse change in the financial condition, business operation or prospects of any Dravo Party or its Subsidiaries since December 31, 1996. ARTICLE IV REPRESENTATIONS AND WARRANTIES SECTION 4.01. Representations and Warranties of the Dravo Parties. (a) Each of the Dravo Parties hereby repeats and confirms each of the representations and warranties made by it in Article VII of the Override Agreement, as amended hereby, as though made on and as of the date hereof, with each reference therein to "this Agreement", the "Operative Documents", "hereof", "hereunder", "thereof", "thereunder" and words of like import being deemed to be a reference to the Override Agreement and the Operative Documents, in each case as amended hereby. (b) Each of the Dravo Parties represents and warrants as follows: (i) Such Dravo Party and each of its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation and is duly qualified to do business in, and is in good standing in, all other jurisdictions where the nature of its business or the nature of property owned or used by it makes such qualification necessary. (ii) The execution, delivery and performance by such Dravo Party of this Amendment are within its corporate powers, have been duly authorized by all necessary corporate action and do not contravene (A) such Dravo Party's charter or bylaws, (B) law or (C) any legal or contractual restriction binding on or affecting such Dravo Party; and such execution, delivery and performance do not or will not result in or require the creation of any Lien upon or with respect to any of its properties. (iii) No Governmental Approval is required for the due execution, delivery and performance by such Dravo Party of this Amendment, except for such Governmental Approvals as have been duly obtained or made and which are in full force and effect on the date hereof and not subject to appeal. 8 (iv) This Amendment constitutes the legal, valid and binding obligations such Dravo Party enforceable against such Dravo Party in accordance with its terms; subject the qualifications, however, that the enforcement of the rights and remedies herein is subject bankruptcy and other similar laws of general application affecting rights and remedies creditors and that the remedy of specific performance or of injunctive relief is subject to discretion of the court before which any proceedings therefor may be brought. (v) Except as set forth in the Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 1996, there are no pending or threatened actions, suits, or proceedings affecting such Dravo Party or any of its Subsidiaries or the properties of such Dravo Party or any of its Subsidiaries before any court, governmental agency or arbitrator, that may, if adversely determined, materially adversely affect the financial condition, properties, business, operations, or prospects of such Dravo Party and its Subsidiaries, considered as a whole, or affect the legality, validity or enforceability of the Override Agreement or any other Operative Document, in each case as amended by this Amendment. ARTICLE V CONSENT OF GUARANTOR SECTION 5.01. Consent of Guarantor. Dravo, by the execution hereof, does hereby consent to and approve the terms of this Amendment and does hereby ratify and affirm its guaranty obligations in favor of Lenders. ARTICLE VI MISCELLANEOUS SECTION 6.01. Reference to and Effect on the Operative Documents. (a) Upon the effectiveness of this Amendment, on and after the date hereof, each reference in the Revolving Credit Agreement and the Override Agreement to "this Agreement", "hereunder", "hereof", or words of like import referring to the Revolving Credit Agreement and the Override Agreement, respectively, and each reference in the other Operative Documents to "the Revolving Credit Agreement", "the Override Agreement", "thereunder", "thereof", or words of like import referring to the Revolving Credit Agreement and the Override Agreement, shall mean and be a reference to the Revolving Credit Agreement and the Override Agreement, respectively as amended hereby. (b) Except as specifically amended above, the Revolving Credit Agreement, the Override Agreement, the Notes, the Term Notes, and all other Operative Documents, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Security Documents and all of the Collateral 9 described therein do and shall continue to secure the payment of all obligations of the Dravo Parties under the Revolving Credit Agreement, the Note, the Term Notes, and the other Operative Documents, in each case as amended hereby. (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under any of the Operative Documents, nor constitute a waiver of any provision of any of the Operative Documents. SECTION 6.02. Costs and Expenses. The Dravo Parties, jointly and severally, agree to pay on demand all costs and expenses incurred by the Agent and the Lenders in connection with the preparation, execution and delivery of this Amendment and the other documents to be delivered hereunder and thereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent and the Lenders with respect thereto and with respect to advising the Agent and the Lenders as to their rights and responsibilities under this Amendment. The Dravo Parties, jointly and severally, further agree to pay on demand all costs and expenses, if any (including, without limitation, reasonable counsel fees and expenses of counsel) incurred by the Agent and the Lenders in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Amendment, the Operative Documents and the other documents to be delivered hereunder and thereunder, including, without limitation, counsel fees and expenses in connection with the enforcement of rights under this Section 6.02. SECTION 6.03. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. SECTION 6.04. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York. 10 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written. REGIONS BANK, individually and as Agent By: PETER P. GAILLARD_____________ ___________________ Name : _____________________ _____ Title : SR. VICE PRESIDENT____________ ______________ PNC BANK, NATIONAL ASSOCIATION By:BRIAN M BEGG _________________ _______________ Name : _____________________ _____ Title : COMMERCIAL BANKING OFFICER______________ ____________ BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, Individually and as Documentation Agent By:MICHAEL J. MCKINNERY _________________ _______________ Name : _____________________ _____ Title : VICE PRESIDENT____________ ______________ THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By:KEVIN J. KRASKA _________________ _______________ Name : _____________________ _____ Title : VICE PRESIDENT____________ ______________ DRAVO CORPORATION By: RICHARD E. REDLINGER _________________ _______________ Name : _____________________ _____ Title : VICE PRESIDENT, TREASURER____________ ______________ 10 11 DRAVO LIME COMPANY By: RICHARD E. REDLINGER _________________ _______________ Name : _____________________ _____ Title : VICE PRESIDENT, TREASURER____________ _______________ DRAVO BASIC MATERIALS COMPANY, INC. By: RICHARD E. REDLINGER _________________ _______________ Name : _____________________ _____ Title : VICE PRESIDENT, TREASURER____________ _______________ SCHEDULE I SCHEDULE I TO REVOLVING CREDIT AGREEMENT Financing Commitments REGIONS BANK Revolving Line of Credit and Letters of Credit Facilities Combined $19,758,400.00 PNC BANK, NATIONAL ASSOCIATION Revolving Line of Credit and Letters of Credit Facilities Combined $15,274,600.00 BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION Revolving Line of Credit and Letters of Credit Facilities Combined $17,967,000.00 THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Revolving Line of Credit and Letters of Credit Facilities Combined $00 TOTAL $53,000,000.00 SCHEDULE II SCHEDULE II TO REVOLVING CREDIT AGREEMENT Current Amount of Letters of Credit Issued By Lenders Stated Amount Lender's Percentage REGIONS BANK $1,789,440.00 37.28% PNC BANK, NATIONAL $1,383,360.00 28.82% ASSOCIATION BANK OF AMERICA $1,627,200.00 33.90% NATIONAL TRUST AND SAVINGS ASSOCIATION THE PRUDENTIAL .00 .00 INSURANCE COMPANY OF AMERICA TOTAL $4,800,000.00 100.00% EXHIBIT A-l THIS REVOLVING NOTE IS ISSUED IN SUBSTITUTION FOR, AND NOT IN REPAYMENT OF, THE AMENDED AND RESTATED REVOLVING NOTE, DATED JANUARY 3, 1995, AS AMENDED, ISSUED BY THE BORROWERS (AS DEFINED BELOW) TO THE LENDER (AS DEFINED BELOW) IN THE PRINCIPAL AMOUNT OF $24,232,000.00. AMENDED AND RESTATED REVOLVING NOTE $19,758,400.00 July 31, 1997 FOR VALUE RECEIVED, DRAVO LIME COMPANY, a Delaware corporation, and DRAVO BASIC MATERIALS COMPANY, INC., an Alabama corporation (herein called the "Borrowers"), jointly and severally, promise to pay to the order of REGIONS BANK (herein called "Lender") at the offices of Regions Bank at 106 St. Francis Street, Post Office Box 2527, Mobile, Alabama 36622 (or such other place or as the holder hereof shall designate from time to time by written notice to the Borrowers) the principal sum of NINETEEN MILLION SEVEN HUNDRED FIFTY EIGHT THOUSAND FOUR HUNDRED AND NO/100THS DOLLARS ($19,758,400.00), or, if less, the aggregate principal amount of all Revolving Line of Credit loans made by Lender to Borrowers pursuant to Article I and Section 11.2 of the Revolving Credit Agreement referred to below, in lawful money of the United States of America in immediately available funds, by wire transfer, on or before July 31, 1999, together with interest thereon and certain fees and other amounts due the Lender as set forth in the Revolving Credit Agreement referred to below. Borrowers also, jointly and severally, promise to pay to Lender, in like money at such office, interest on the dates and at the rate per annum pursuant to the Revolving Credit Agreement. This Amended and Restated Revolving Note is issued in substitution for, and not in repayment of, and amends and restates, the Amended and Restated Revolving Note, dated December 31, 1995, as amended. Borrowers expressly waive any presentment, demand, protest or notice in connection with this Revolving Note, now or hereafter, required by applicable law, and further waive as to this debt all right of exemption under the Constitution and laws of the State of New York, or any other state or commonwealth. This Revolving Note is referred to in and issued subject to that certain Revolving Credit Agreement, dated as of January 21, 1992, as amended by the First Amendment to Amended and Restated Revolving Credit Agreement, dated as of March 7, 1994, and the Amendment Agreement, dated as of August 1, 1994, and the Amendment Agreement dated as of January 3, 1995, the Amendment Agreement, dated as of December 31, 1995, the Amendment Agreement EXHIBIT A-1 Page 2 dated as of June 28, 1996, and the Amendment Agreement dated as of July 31, 1997 (as so amended, and as it may be further amended, modified or supplemented from time to time, the "Revolving Credit Agreement"), among the Borrowers, certain lenders a party thereto and Regions Bank, as Agent, and Bank of America National Trust and Savings Association, as Documentation Agent, to which reference is made for a statement of the terms and conditions under which the principal hereof, accrued interest thereon and other amounts due thereunder is secured, may become or may be declared to be forthwith due and payable and is subject to prepayment. This Revolving Note shall be binding upon the Borrowers and their respective successors and assigns and shall inure to the benefit of Lender and its respective successors and assigns. Borrowers agree to pay, and save the holders hereof harmless against, any costs or liability for expenses (including reasonable attorneys' fees) arising in connection with the enforcement by the holders hereof of any of the holders' rights under this Amended and Restated Revolving Note or the Revolving Credit Agreement. In case a Default or Event of Default, as defined in the Revolving Credit Agreement, shall occur and be continuing, the principal of this Amended and Restated Revolving Note may be declared due and payable in the manner and with the effect provided in the Revolving Credit Agreement. DRAVO LIME COMPANY By: RICHARD E. REDLINGER _________________ _______________ Name : _____________________ _____ Title : VICE PRESIDENT,TREASURER__ _____________________ ____ ATTEST: ELAINE E. TOKOSH ___________________________ Its: ASST. CORPORATE SECRETARY________________________ DRAVO BASIC MATERIALS COMPANY, INC. By: RICHARD E. REDLINGER _________________ _______________ Name : _____________________ _____ Title : VICE PRESIDENT, TREASURER_ _____________________ _____ ATTEST: ELAINE E. TOKOSH ___________________________ Its: ASST. CORPORATE SECRETARY ________________________ EXHIBIT A-2 THIS REVOLVING NOTE IS ISSUED IN SUBSTITUTION FOR, AND NOT IN REPAYMENT OF, THE AMENDED AND RESTATED REVOLVING NOTE, DATED JANUARY 3, 1995, AS AMENDED, ISSUED BY THE BORROWERS (AS DEFINED BELOW) TO THE LENDER (AS DEFINED BELOW) IN THE PRINCIPAL AMOUNT OF $18,733,000.00. AMENDED AND RESTATED REVOLVING NOTE $15,274,600.00 July 31, 1997 FOR VALUE RECEIVED, DRAVO LIME COMPANY, a Delaware corporation, and DRAVO BASIC MATERIALS COMPANY, INC., an Alabama corporation (herein called the "Borrowers"), jointly and severally, promise to pay to the order of PNC BANK, NATIONAL ASSOCIATION (herein called "Lender") at the offices of Regions Bank at 106 St. Francis Street, Post Office Box 2527, Mobile, Alabama 36622 (or such other place or as the holder hereof shall designate from time to time by written notice to the Borrowers) the principal sum of FIFTEEN MILLION TWO HUNDRED SEVENTY-FOUR THOUSAND SIX HUNDRED AND NO/100THS DOLLARS ($15,274,600.00), or, if less, the aggregate principal amount of all Revolving Line of Credit loans made by Lender to Borrowers pursuant to Article I and Section 11.2 of the Revolving Credit Agreement referred to below, in lawful money of the United States of America in immediately available funds, by wire transfer, on or before July 31, 1999, together with interest thereon and certain fees and other amounts due the Lender as set forth in the Revolving Credit Agreement referred to below. Borrowers also, jointly and severally, promise to pay to Lender, in like money at such office, interest on the dates and at the rate per annum pursuant to the Revolving Credit Agreement. This Amended and Restated Revolving Note is issued in substitution for, and not in repayment of, and amends and restates, the Amended and Restated Revolving Note, dated December 31, 1995, as amended. Borrowers expressly waive any presentment, demand, protest or notice in connection with this Revolving Note, now or hereafter, required by applicable law, and further waive as to this debt all right of exemption under the Constitution and laws of the State of New York, or any other state or commonwealth. This Revolving Note is referred to in and issued subject to that certain Revolving Credit Agreement, dated as of January 21, 1992, as amended by the First Amendment to Amended and Restated Revolving Credit Agreement, dated as of March 7, 1994, and the Amendment EXHIBIT A-2 Page 2 Agreement, dated as of August 1, 1994, and the Amendment Agreement dated as of January 3, 1995, the Amendment Agreement, dated as of December 31, 1995, the Amendment Agreement dated as of June 28, 1996, and the Amendment Agreement dated as of July 31, 1997 (as so amended, and as it may be further amended, modified or supplemented from time to time, the "Revolving Credit Agreement"), among the Borrowers, certain lenders a party thereto and Regions flank, as Agent, and Bank of America National Trust and Savings Association, as Documentation Agent, to which reference is made for a statement of the terms and conditions under which the principal hereof, accrued interest thereon and other amounts due thereunder is secured, may become or may be declared to be forthwith due and payable and is subject to prepayment. This Revolving Note shall be binding upon the Borrowers and their respective successors and assigns and shall inure to the benefit of Lender and its respective successors and assigns. Borrowers agree to pay, and save the holders hereof harmless against, any costs or liability for expenses (including reasonable attorneys' fees) arising in connection wit the enforcement by the holders hereof of any of the holders' rights under this Amended and Restated Revolving Note or the. Revolving Credit Agreement. In case a Default or Event of Default, as defined in the Revolving Credit Agreement, shall occur and be continuing, the principal of this Amended and Restated Revolving Note may be declared due and payable in the manner and with the effect provided in the Revolving Credit Agreement. DRAVO LIME COMPANY By: RICHARD E. REDLINGER____________ ____________________ Name : _____________________ _____ Title : VICE PRESIDENT, TREASURER ATTEST: ELAINE E. TOKOSH _________________________ Its: ASST. CORPORATE SECRETARY ________________________ DRAVO BASIC MATERIALS COMPANY, INC. By: RICHARD E. REDLINGER____________ _________________ _______________ Name : _____________________ _____ Title : VICE PRESIDENT, TREASURER _____________________ _____ ATTEST: ELAINE E. TOKOSH ___________________________ Its: ASST. CORPORATE SECRETARY ________________________ EXHIBIT A-3 THIS REVOLVING NOTE IS ISSUED IN SUBSTITUTION FOR, AND NOT IN REPAYMENT OF, THE AMENDED AND RESTATED REVOLVING NOTE, DATED JANUARY 3, 1995, AS AMENDED, ISSUED BY THE BORROWERS BELOW) (AS DEFINED BELOW) TO THE PREDECESSOR IN INTEREST OF THE LENDER (AS DEFINED BELOW) IN THE PRINCIPAL AMOUNT OF $22,035,000.00. AMENDED AND RESTATED REVOLVING NOTE $17,967,000.00 July 31, 1997 FOR VALUE RECEIVED, DRAVO LIME COMPANY, a Delaware corporation, and DRAVO BASIC MATERIALS COMPANY, INC., an Alabama corporation (herein called the "Borrowers"), jointly and severally, promise to pay to the order of BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION (herein called "Lender") at the offices of Regions Bank at 106 St. Francis Street, Post Office Box 2527, Mobile, Alabama 36622 (or such other place or as the holder hereof shall designate from time to time by written notice to the Borrowers) the principal sum of SEVENTEEN MILLION NINE HUNDRED SIXTY-SEVEN THOUSAND AND NO/100THS DOLLARS ($17,967,000.00), or, if less, the aggregate principal amount of all Revolving Line of Credit loans made by Lender to Borrowers pursuant to Article I and Section 11.2 of the Revolving Credit Agreement referred to below, in lawful money of the United States of America in immediately available funds, by wire transfer, on or before July 31, 1999, together with interest thereon and certain fees and other amounts due the Lender as set fort in the Revolving Credit Agreement referred to below. Borrowers also, jointly and severally, promise to pay to Lender, in like money at such office, interest on the dates and at the rate per annum pursuant to the Revolving Credit Agreement. This Amended and Restated Revolving Note is issued in substitution for, and not in repayment of, and amends and restates, the Amended and Restated Revolving Note, dated December 31, 1995, as amended. Borrowers expressly waive any presentment, demand, protest or notice in connection with this Revolving Note, now or hereafter, required by applicable law, and further waive as to this debt all right of exemption under the Constitution and laws of the State of New York, or any other state or commonwealth. This Revolving Note is referred to in and issued subject to that certain Revolving Credit Agreement, dated as of January 21, 1992, as amended by the First Amendment to Amended and Restated Revolving Credit Agreement, dated as of March 7, 1994, and the Amendment Agreement dated as of August 1, 1994, and the Amendment Agreement dated as of January 3, 1995, the Amendment Agreement, dated as of December 31, 1995, the Amendment Agreement EXHIBIT A-3 Page 2 dated as of June 28, 1996, and the Amendment Agreement dated as of July 31, 1997 (as so amended, and as it may be further amended, modified or supplemented from time to time, the "Revolving Credit Agreement"), among the Borrowers, certain lenders a party thereto and Regions Bank, as Agent, and Bank of America National Trust and Savings Association, as Documentation Agent, to which reference is made for a statement of the terms and conditions under which the principal hereof, accrued interest thereon and other amounts due thereunder is secured, may become or may be declared to be forthwith due and payable and is subject to prepayment. This Revolving Note shall be binding upon the Borrowers and their respective successors and assigns and shall inure to the benefit of Lender and its respective successors and assigns. Borrowers agree to pay, and save the holders hereof harmless against, any costs or liability for expenses (including reasonable attorneys' fees) arising in connection with the enforcement by the holders hereof of any of the holders' rights under this Amended and Restated Revolving Note or the Revolving Credit Agreement. In case a Default or Event of Default, as defined in the Revolving Credit Agreement, shall occur and be continuing, the principal of this Amended and Restated Revolving Note may be declared due and payable in the manner and with the effect provided in the Revolving Credit Agreement. DRAVO LIME COMPANY By: RICHARD E. REDLINGER _________________ _______________ Name : _____________________ _____ Title : VICE PRESIDENT, TREASURER _____________________ _____ ATTEST:ELAINE E. TOKOSH _________________________ Its: ASST. CORPORATE SECRETARY ________________________ DRAVO BASIC MATERIALS COMPANY, INC. By: RICHARD E. REDLINGER _________________ _______________ Name : _____________________ _____ Title : VICE PRESIDENT, TREASURER _____________________ _____ ATTEST: ELAINE E. TOKOSH ___________________________ Its: ASST. CORPORATE SECRETARY ________________________ EXHIBIT B-1 TERM NOTE $6,337,600.00 July 31, 1997 FOR VALUE RECEIVED, DRAVO LIME COMPANY, a Delaware corporation, and DRAVO BASIC MATERIALS COMPANY, INC., an Alabama corporation (herein called the "Borrowers"), jointly and severally, promise to pay to the order of REGIONS BANK (herein called "Lender") at the offices of Regions Bank at 106 St Francis Street, Post Office Box 2527, Mobile, Alabama 36622 (or such other place or as the holder hereof shall designate from time to time by written notice to the Borrowers) the principal sum of SIX MILLION THREE HUNDRED THIRTY-SEVEN THOUSAND SIX HUNDRED AND NO/100THS DOLLARS ($6,337,600 00), together with interest on the principal balance from time to time unpaid at the floating rate hereinafter set forth, payable as follows: AS TO PRINCIPAL: The unpaid principal balance of $6,337,600.00 shall be payable in 20 quarterly installments of $316,880.00 each. The first installment of principal shall be due on October 31, 1997, and a like and similar installment shall be due on the last day of January, April, July and October of each year thereafter for the next 19 quarters until the principal indebtedness is paid in full. AS TO INTEREST: Interest on the principal balance due from time to time outstanding, at the per annum rate hereinafter stated, shall be computed and paid quarterly. Interest shall be paid quarterly on the due date of the principal installments, commencing October 31, 1997, until the principal balance and all accrued interest is paid in full. The per annum interest rate applicable to this Term Note shall be the rate specified in the Revolving Credit Agreement referred to below for a Eurodollar Rate Loan, that is the Eurodollar Rate, plus the Interest Rate Margin of two percent (2.00%) per annum. The interest rate applicable for each period shall be the Eurodollar Rate determined as set forth in the Revolving Credit Agreement for such period, plus the Interest Rate Margin of two percent (2.00%) per annum, and such rate shall be adjusted according to the interest period selected pursuant to the terms of the Revolving Credit Agreement. In addition to the foregoing principal and interest, Borrowers, jointly and severally, promise to pay to Lender certain fees and other amounts due the Lender as set forth in the Revolving Credit Agreement referred to below. Borrowers expressly waive any presentment, demand, protest or notice in connection with this Term Note, now or hereafter, required by applicable law, and further waive as to this debt all right of exemption under the Constitution and laws of the State of New York, or any other state or commonwealth. This Term Note is issued subject to that certain Revolving Credit Agreement, dated as of January 21, 1992, as amended by the First Amendment to Amended and Restated Revolving Credit Agreement, dated as of March 7, 1994, and the Amendment Agreement, dated as of August 1, 1994, and the Amendment Agreement dated as of January 3, 1995, the Amendment EXHIBIT B-1 Page 2 Agreement, dated as of December 31, 1995, the Amendment Agreement dated as of June 28, 1996, and the Amendment Agreement dated as of July 31, 1997 (as so amended, and as it may be further amended, modified or supplemented from time to time, the "Revolving Credit Agreement"), among the Borrowers, certain lenders a party thereto and Regions Bank, as Agent, and Bank of America National Trust and Savings Association, as Documentation Agent, to which reference is made for a statement of the terms and conditions under which the principal hereof, accrued interest thereon and other amounts due thereunder is secured, may become or may be declared to be forthwith due and payable and is subject to prepayment. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Revolving Credit Agreement. This Term Note shall be binding upon the Borrowers and their respective successors and assigns and shall inure to the benefit of Lender and its respective successors and assigns. Borrowers agree to pay, and save the holders hereof harmless against, any costs or liability for expenses (including reasonable attorneys' fees) arising in connection with the enforcement by the holders hereof of any of the holders' rights under this Term Note or the Revolving Credit Agreement. In case a Default or Event of Default, as defined in the Revolving Credit Agreement, shall occur and be continuing, then, at the option of the holder hereof, the whole of the unpaid principal sum, together with accrued interest thereon and all other amounts due, shall immediately become due and payable. Failure to exercise this option shall not constitute a waiver of the right to exercise the same in the event of any subsequent default. DRAVO LIME COMPANY By: RICHARD E. REDLINGER _________________ _______________ Name : _____________________ _____ Title : VICE PRESIDENT, TREASURER ATTEST: ELAINE E. TOKOSH _________________________ Its: ASST. CORPORATE SECRETARY ________________________ DRAVO BASIC MATERIALS COMPANY, INC. By: RICHARD E. REDLINGER _________________ _______________ Name : _____________________ _____ Title : VICE PRESIDENT, TREASURER _____________________ _____ ATTEST: ELAINE E. TOKOSH ___________________________ Its: ASST. CORPORATE SECRETARY________________________ EXHIBIT B-2 TERM NOTE $4,899,400.00 July 31, 1997 FOR VALUE RECEIVED, DRAVO LIME COMPANY, a Delaware corporation, and DRAVO BASIC MATERIALS COMPANY, INC., an Alabama corporation (herein called the "Borrowers"), jointly and severally, promise to pay to the order of PNC BANK, NATIONAL ASSOCIATION (herein called "Lender") at the offices of Regions Bank at 106 St. Francis Street, Post Office Box 2527, Mobile, Alabama 36622 (or such other place or as the holder hereof shall designate from time to time by written notice to the Borrowers) the principal sum of FOUR MILLION EIGHT HUNDRED NINETY-NINE THOUSAND FOUR HUNDRED AND NO/100THS DOLLARS ($4,899,400.00), together with interest on the principal balance from time to time unpaid at the floating rate hereinafter set forth, payable as follows: AS TO PRINCIPAL: The unpaid principal balance of $4,899,400.00 shall be payable in 20 quarterly installments of $244,970.00 each. The first installment of principal shall be due on October 31, 1997, and a like and similar installment shall be due on the last day of January, April, July and October of each year thereafter for the next 19 quarters until the principal indebtedness is paid in full. AS TO INTEREST: Interest on the principal balance due from time to time outstanding, at the per annum rate hereinafter stated, shall be computed and paid quarterly. Interest shall be paid quarterly on the due date of the principal installments, commencing October 31, 1997, until the principal balance and all accrued interest is paid in full. The per annum interest rate applicable to this Term Note shall be the rate specified in the Revolving Credit Agreement referred to below for a Eurodollar Rate Loan, that is the Eurodollar Rate, plus the Interest Rate Margin of two percent (2.00%) per annum. The interest rate applicable for each period shall be the Eurodollar Rate determined as set forth in the Revolving Credit Agreement for such period, plus the Interest Rate Margin of two percent (2.00%) per annum, and such rate shall be adjusted according to the interest period selected pursuant to the terms of the Revolving Credit Agreement. In addition to the foregoing principal and interest, Borrowers, jointly and severally, promise to pay to Lender certain fees and other amounts due the Lender as set forth in the Revolving Credit Agreement referred to below. Borrowers expressly waive any presentment, demand, protest or notice in connection with this Term Note, now or hereafter, required by applicable law, and further waive as to this debt all right of exemption under the Constitution and laws of the State of New York, or any other state or commonwealth. This Term Note is referred to in and issued subject to that certain Revolving Credit Agreement, dated as of January 21, 1992, as amended by the First Amendment to Amended and EXHIBIT B-2 Page 2 Restated Revolving Credit Agreement, dated as of March 7, 1994, and the Amendment Agreement, dated as of August 1, 1994, and the Amendment Agreement dated as of January 3, 1995, the Amendment Agreement, dated as of December 31, 1995, the Amendment Agreement dated as of June 28, 1996, and the Amendment Agreement dated as of July 31, 1997 (as so amended, and as it may be further amended, modified or supplemented from time to time, the "Revolving Credit Agreement"), among the Borrowers, certain lenders a party thereto and Regions Bank, as Agent, and Bank of America National Trust and Savings Association, as Documentation Agent, to which reference is made for a statement of the terms and conditions under which the principal hereof, accrued interest thereon and other amounts due thereunder is secured, may become or may be declared to be forthwith due and payable and is subject to prepayment. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Revolving Credit Agreement. This Term Note shall he binding upon the Borrowers and their respective successors and assigns and shall inure to the benefit of Lender and its respective successors and assigns. Borrowers agree to pay, and save the holders hereof harmless against, any costs or liability for expenses (including reasonable attorneys' fees) arising in connection with the enforcement by the holders hereof of any of the holders' rights under this Term Note or the Revolving Credit Agreement. In case a Default or Event of Default, as defined in the Revolving Credit Agreement, shall occur and be continuing, then, at the option of the holder hereof, the whole of the unpaid principal sum, together with accrued interest thereon and all other amounts due, shall immediately become due and payable. Failure to exercise this option shall not constitute a waiver of the right to exercise the same in the event of any subsequent default. DRAVO LIME COMPANY By: RICHARD E. REDLINGER _________________________ ______ Name : _____________________ _____ Title : VICE PRESIDENT, TREASURER ATTEST: ELAINE E. TOKOSH _________________________ Its: _ ASST. CORPORATE SECRETARY _______________________ DRAVO BASIC MATERIALS COMPANY, INC. By RICHARD E REDLINGER _________________ _______________ Name : _____________________ _____ Title : VICE PRESIDENT, TREASURER _____________________ _____ ATTEST: ELAINE E. TOKOSH ___________________________ Its: ASST. CORPORATE SECRETARY ________________________ EXHIBIT B-3 TERM NOTE $5,763,000.00 July 31, 1997 FOR VALUE RECEIVED, DRAVO LIME COMPANY, a Delaware corporation, and DRAVO BASIC MATERIALS COMPANY, INC., an Alabama corporation (herein called the "Borrowers"), jointly and severally, promise to pay to the order of BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION (herein called "Lender") at the offices of Regions Bank at 106 St. Francis Street, Post Office Box 2527, Mobile, Alabama 36622 (or such other place or as the holder hereof shall designate from time to time by written notice to the Borrowers) the principal sum of FIVE MILLION SEVEN HUNDRED SIXTY-THREE THOUSAND AND NO/100THS DOLLARS ($5,763,000.00), together with interest on the principal balance from time to time unpaid at the floating rate hereinafter set forth, payable as follows: AS TO PRINCIPAL: The unpaid principal balance of $5,763,000.00 shall be payable in 20 quarterly installments of $288,150.00 each. The first installment of principal shall be due on October 31, 1997, and a like and similar installment shall be due on the last day of January, April, July and October of each year thereafter for the next 19 quarters until the principal indebtedness is paid in full. AS TO INTEREST: Interest on the principal balance due from time to time outstanding, at the per annum rate hereinafter stated, shall be computed and paid quarterly. Interest shall be paid quarterly on the due date of the principal installments, commencing October 31, 1997, until the principal balance and all accrued interest is paid in full. The per annum interest rate applicable to this Term Note shall be the rate specified in the Revolving Credit Agreement referred to below for a Eurodollar Rate Loan, that is the Eurodollar Rate, plus the Interest Rate Margin of two percent (2.00%) per annum. The interest rate applicable for each period shall be the Eurodollar Rate determined as set forth in the Revolving Credit Agreement for such period, plus the Interest Rate Margin of two percent (2.00%) per annum, and such rate shall be adjusted according to the interest period selected pursuant to the terms of the Revolving Credit Agreement. In addition to the foregoing principal and interest, Borrowers, jointly and severally, promise to pay to Lender certain fees and other amounts due the Lender as set forth in the Revolving Credit Agreement referred to below. Borrowers expressly waive any presentment, demand, protest or notice in connection with this Term Note, now or hereafter, required by applicable law, and further waive as to this debt all right of exemption under the Constitution and laws of the State of New York, or any other state or commonwealth. This Term Note is referred to in and issued subject to that certain Revolving Credit Agreement, dated as of January 21, 1992, as amended by the First Amendment to Amended and Restated Revolving Credit Agreement, dated as of March 7,1994, and the Amendment EXHIBIT 3 Page 2 Agreement, dated as of August 1, 1994, and the Amendment Agreement dated as of January 3, 1995, the Amendment Agreement, dated as of December 31, 1995, the Amendment Agreement dated as of June 28, 1996, and the Amendment Agreement dated as of July 31, 1997 (as so amended, and as it may be further amended, modified or supplemented from time to time, the "Revolving Credit Agreement"), among the Borrowers, certain lenders a party thereto and Regions Bank, as Agent, and Bank of America National Trust and Savings Association, as Documentation Agent, to which reference is made for a statement of the terms and conditions under which the principal hereof, accrued interest thereon and other amounts due thereunder is secured, may become or may be declared to be forthwith due and payable and is subject to prepayment. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Revolving Credit Agreement. This Term Note shall be binding upon the Borrowers and their respective successors and assigns and shall inure to the benefit of Lender and its respective successors and assigns. Borrowers agree to pay, and save the holders hereof harmless against, any costs or liability for expenses (including reasonable attorneys' fees) arising in connection with the enforcement by the holders hereof of any of the holders' rights under this Term Note or the Revolving Credit Agreement. In case a Default or Event of Default, as defined in the Revolving Credit Agreement, shall occur and be continuing, then, at the option of the holder hereof the whole of the unpaid principal sum, together with accrued interest thereon and all other amounts due, shall immediately become due and payable. Failure to exercise this option shall not constitute a waiver of the right to exercise the same in the even of any subsequent default. DRAVO LIME COMPANY By: RICHARD E. REDLINGER _________________ _______________ Name : _____________________ _____ Title : VICE PRESIDENT, TREASURER ATTEST: ELAINE E. TOKOSH _________________________ Its: ASST. CORPORATE SECRETARY ________________________ DRAVO BASIC MATERIALS COMPANY, INC. By: RICHARD E. REDLINGER _________________ _______________ Name : _____________________ _____ Title : VICE PRESIDENT, TREASURER _____________________ _____ ATTEST: ELAINE E. TOKOSH ___________________________ Its: ASST. CORPORATE SECRETARY ________________________ THIS REVOLVING NOTE IS ISSUED IN SUBSTITUTION FOR, AND NOT IN REPAYMENT OF, THE AMENDED AND RESTATED REVOLVING NOTE, DATED JANUARY 3, 1995, AS AMENDED, ISSUED BY THE BORROWERS (AS DEFINED BELOW) TO THE LENDER (AS DEFINED BELOW) IN THE PRINCIPAL AMOUNT OF $24,232,000.00. AMENDED AND RESTATED REVOLVING NOTE $19,758,400.00 July 31, 1997 FOR VALUE RECEIVED, DRAVO LIME COMPANY, a Delaware corporation, and DRAVO BASIC MATERIALS COMPANY, INC., an Alabama corporation (herein called the "Borrowers"), jointly and severally, promise to pay to the order of REGIONS BANK (herein called "Lender") at the offices of Regions Bank at 106 St. Francis Street, Post Office Box 2527, Mobile, Alabama 36622 (or such other place or as the holder hereof shall designate from time to time by written notice to the Borrowers) the principal sum of NINETEEN MILLION SEVEN HUNDRED FIFTY EIGHT THOUSAND FOUR HUNDRED AND NO/100THS DOLLARS ($19,758,400.00), or, if less, the aggregate principal amount of all Revolving Line of Credit loans made by Lender to Borrowers pursuant to Article I and Section 11.2 of the Revolving Credit Agreement referred to below, in lawful money of the United States of America in immediately available funds, by wire transfer, on or before July 31, 1999, together with interest thereon and certain fees and other amounts due the Lender as set forth in the Revolving Credit Agreement referred to below. Borrowers also, jointly and severally, promise to pay to lender, in like money at such office, interest on the dates and at the rate per annum pursuant to the Revolving Credit Agreement. This Amended and Restated Revolving Note is issued in substitution for, and not in repayment of, and amends and restates, the Amended and Restated Revolving Note, dated December 31, 1995, as amended. Borrowers expressly waive any presentment, demand, protest or notice in connection with this Revolving Note, now or hereafter, required by applicable law, and further waive as to this debt all right of exemption under the Constitution and laws of the State of New York, or any other state or commonwealth. This Revolving Note is referred to in and issued subject to that certain Revolving Credit Agreement, dated as of January 21, 1992, as amended by the First Amendment to Amended and Restated Revolving Credit Agreement, dated as of March 7, 1994, and the Amendment Agreement, dated as of August 1, 1994, and the Amendment Agreement dated as of January 3, 1995, the Amendment Agreement, dated as of December 31, 1995, the Amendment Agreement dated as of June 28, 1996, and the Amendment Agreement dated as of July 31, 1997 (as so amended, and as it may be further amended, modified or supplemented from time to time, the Amended and Restated Revolving Note Page 2 "Revolving Credit Agreement"), among the Borrowers, certain lenders a party thereto and Regions Bank, as Agent, and Bank of America National Trust and Savings Association, as Documentation Agent, to which reference is made for a statement of the terms and conditions under which the principal hereof, accrued interest thereon and other amounts due thereunder is secured, may become or may be declared to be forthwith due and payable and is subject to prepayment. This Revolving Note shall be binding upon the Borrowers and their respective successors and assigns and shall inure to the benefit of Lender and its respective successors and assigns. Borrowers agree to pay, and save the holders hereof harmless against, any costs or liability for expenses (including reasonable attorneys' fees) arising in connection with the enforcement by the holders hereof of any of the holders' rights under this Amended and Restated Revolving Note or the Revolving Credit Agreement. In case a Default or Event of Default, as defined in the Revolving Credit Agreement, shall occur and be continuing, the principal of this Amended and Restated Revolving Note may be declared due and payable in the manner and with the effect provided in the Revolving Credit Agreement. DRAVO LIME COMPANY By: RICHARD E. REDLINGER _________________ _______________ Name : _____________________ _____ Title : VICE PRESIDENT, TREASURER ATTEST: ELAINE E. TOKOSH _________________________ Its: ASST. CORPORATE SECRETARY ________________________ DRAVO BASIC MATERIALS COMPANY, INC. By: RICHARD E. REDLINGER _________________ _______________ Name : _____________________ _____ Title : VICE PRESIDENT, TREASURER _____________________ _____ ATTEST: ELAINE E. TOKOSH ___________________________ Its: ASST. CORPORATE SECRETARY ________________________ THIS REVOLVING NOTE IS ISSUED IN SUBSTITUTION FOR, AND NOT IN REPAYMENT OF, THE AMENDED AND RESTATED REVOLVING NOTE, DATED JANUARY 3, 1995, AS AMENDED, ISSUED BY THE BORROWERS (AS DEFINED BELOW) TO THE PREDECESSOR IN INTEREST OF THE LENDER (AS DEFINED BELOW) IN THE PRINCIPAL AMOUNT OF $22,035,000.00. AMENDED AND RESTATED REVOLVING NOTE $17,967,000.00 July 31, 1997 FOR VALUE RECEIVED, DRAVO LIME COMPANY, a Delaware corporation, and DRAVO BASIC MATERIALS COMPANY, INC., an Alabama corporation ('1erein called the "Borrowers"), jointly and severally, promise to pay to the order of BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION (herein called "Lender") at the offices of Regions Bank at 106 St. Francis Street, Post Office Box 2527, Mobile, Alabama 36622 (or such other place or as the holder hereof shall designate from time to time by written notice to the Borrowers) the principal sum of SEVENTEEN MILLION NINE HUNDRED SIXTY-SEVEN THOUSAND AND NO/100THS DOLLARS ($17,967,000.00), or, if less, the aggregate principal amount of all Revolving Line of Credit loans made by Lender to Borrowers pursuant to Article I and Section 11.2 of the Revolving Credit Agreement referred to below, in lawful money of the United States of America in immediately available funds, by wire transfer, on or before July 31, 1999, together with interest thereon and certain fees and other amounts due the Lender as set forth in the Revolving Credit Agreement referred to below. Borrowers also, jointly and severally, promise to pay to Lender, in like money at such office, interest on the dates and at the rate per annum pursuant to the Revolving Credit Agreement. This Amended and Restated Revolving Note is issued in substitution for, and not in repayment of, and amends and restates, the Amended and Restated Revolving Note, dated December 31, 1995, as amended. Borrowers expressly waive any presentment, demand, protest or notice in connection with this Revolving Note, now or hereafter, required by applicable law, and further waive as to this debt all right of exemption under the Constitution and laws of the State of New York, or any other state or commonwealth. This Revolving Note is referred to in and issued subject to that certain Revolving Credit Agreement, dated as of January 21, 1992, as amended by the First Amendment to Amended and Restated Revolving Credit Agreement, dated as of March 7, 1994, and the Amendment Agreement, dated as of August 1, 1994, and the Amendment Agreement dated as of January 3, 1995, the Amendment Agreement, dated as of December 31, 1995, the Amendment Agreement dated as of June 28, 1996, and the Amendment Agreement dated as of July 31, 1997 (as so amended, and as it may be further amended, modified or supplemented from time to time, the Amended and Restated Revolving Note Page 2 "Revolving Credit Agreement"), among the Borrowers, certain lenders a party thereto and Regions Bank, as Agent, and Bank of America National Trust and Savings Association, as Documentation Agent, to which reference is made for a statement of the terms and conditions under which the principal hereof, accrued interest thereon and other amounts due thereunder is secured, may become or may be declared to be forthwith due and payable and is subject to prepayment. This Revolving Note shall be binding upon the Borrowers and their respective successors and assigns and shall inure to the benefit of Lender and its respective successors and assigns. Borrowers agree to pay, and save the holders hereof harmless against, any costs or liability for expenses (including reasonable attorneys' fees) arising in connection with the enforcement by the holders hereof of any of the holders' rights under this Amended and Restated Revolving Note or the Revolving Credit Agreement. In case a Default or Event of Default, as defined in the Revolving Credit Agreement, shall occur and be continuing, the principal of this Amended and Restated Revolving Note may be declared due and payable in the manner and with the effect provided in the Revolving Credit Agreement. DRAVO LIME COMPANY By: RICHARD E. REDLINGER _________________ _______________ Name : _____________________ _____ Title : VICE PRESIDENT, TREASURER ATTEST: ELAINE E. TOKOSH Its: ASST. CORPORATE SECRETARY ________________________ DRAVO BASIC MATERIALS COMPANY, INC. By: RICHARD E. REDLINGER _________________ _______________ Name : _____________________ _____ Title : VICE PRESIDENT, TREASURER _____________________ _____ ATTEST: ELAINE E. TOKOSH ___________________________ Its: ASST. CORPORATE SECRETARY ________________________ THIS REVOLVING NOTE IS ISSUED IN SUBSTITUTION FOR, AND NOT IN REPAYMENT OF, THE AMENDED AND RESTATED REVOLVING NOTE, DATED JANUARY 3, 1995, AS AMENDED, ISSUED BY THE BORROWERS (AS DEFINED BELOW) TO THE LENDER (AS DEFINED BELOW) IN THE PRINCIPAL AMOUNT OF $18,733,000.00. AMENDED AND RESTATED REVOLVING NOTE $15,274,600.00 July 31, 1997 FOR VALUE RECEIVED, DRAVO LIME COMPANY, a Delaware corporation, and DRAVO BASIC MATERIALS COMPANY, INC., an Alabama corporation (herein called the "Borrowers"), jointly and severally, promise to pay to the order of PNC BANK, NATIONAL ASSOCIATION (herein called "Lender") at the offices of Regions Bank at 106 St. Francis Street, Post Office Box 2527, Mobile, Alabama 36622 (or such other place or as the holder hereof shall designate from time to time by written notice to the Borrowers) the principal sum of FIFTEEN MILLION TWO HUNDRED SEVENTY-FOUR THOUSAND SIX HUNDRED AND NO/100THS DOLLARS ($15,274,600.00), or, if less, the aggregate principal amount of all Revolving Line of Credit loans made by Lender to Borrowers pursuant to Article I and Section 11.2 of the Revolving Credit Agreement referred to below, in lawful money of the United States of America in immediately available funds, by wire transfer, on or before July 31, 1999, together with interest thereon and certain fees and other amounts due the Lender as set forth in the Revolving Credit Agreement referred to below. Borrowers also, jointly and severally, promise to pay to Lender, in like money at such office, interest on the dates and at the rate per annum pursuant to the Revolving Credit Agreement. This Amended and Restated Revolving Note is issued in substitution for, and not in repayment of, and amends and restates, the Amended and Restated Revolving Note, dated December 31, 1995, as amended. Borrowers expressly waive any presentment, demand, protest or notice in connection with this Revolving Note, now or hereafter, required by applicable law, and further waive as to this debt all right of exemption under the Constitution and laws of the State of New York, or any other state or commonwealth. This Revolving Note is referred to in and issued subject to that certain Revolving Credit Agreement, dated as of January 21, 1992, as amended by the First Amendment to Amended and Restated Revolving Credit Agreement, dated as of March 7, 1994, and the Amendment Agreement, dated as of August 1, 1994, and the Amendment Agreement dated as of January 3, 1995, the Amendment Agreement, dated as of December 31, 1995, the Amendment Agreement dated as of June 28, 1996, and the Amendment Agreement dated as of July 31, 1997 (as so amended, and as it may be further amended, modified or supplemented from time to time, the Amended and Restated Revolving Note Page 2 "Revolving Credit Agreement"), among the Borrowers, certain lenders a party thereto and Regions Bank, as Agent, and Bank of America National Trust and Savings Association, as Documentation Agent, to which reference is made for a statement of the terms and conditions under which the principal hereof, accrued interest thereon and other amounts due thereunder is secured, may become or may be declared to be forthwith due and payable and is subject to prepayment. This Revolving Note shall be binding upon the Borrowers and their respective successors and assigns and shall inure to the benefit of Lender and its respective successors and assigns. Borrowers agree to pay, and save the holders hereof harmless against, any costs or liability for expenses (including reasonable attorneys' fees) arising in connection with the enforcement by the holders hereof of any of the holders' rights under this Amended and Restated Revolving Note or the Revolving Credit Agreement. In case a Default or Event of Default, as defined in the Revolving Credit Agreement, shall occur and be continuing, the principal of this Amended and Restated Revolving Note may be declared due and payable in the manner and with the effect provided in the Revolving Credit Agreement. DRAVO LIME COMPANY By: RICHARD E. REDLINGER _________________ _______________ Name : _____________________ _____ Title : VICE PRESIDENT, TREASURER ATTEST: ELAINE E. TOKOSH _________________________ Its: ASST. CORPORATE SECRETARY ________________________ DRAVO BASIC MATERIALS COMPANY, INC. By: RICHARD E. REDLINGER _________________ _______________ Name : _____________________ _____ Title : VICE PRESIDENT, TREASURER _____________________ _____ ATTEST: ELAINE E. TOKOSH ___________________________ Its: ASST. CORPORATE SECRETARY ________________________ TERM NOTE $6,337,600.00 July 31, 1997 FOR VALUE RECEIVED, DRAVO LIME COMPANY, a Delaware corporation, and DRAVO BASIC MATERIALS COMPANY, INC., an Alabama corporation (herein called the "Borrowers"), jointly and severally, promise to pay to the order of REGIONS BANK (herein called "Lender") at the offices of Regions Bank at 106 St. Francis Street, Post Office Box 2527, Mobile, Alabama 36622 (or such other place or as the holder hereof shall designate from time to time by written notice to the Borrowers) the principal sum of SIX MILLION THREE HUNDRED THIRTY-SEVEN THOUSAND SIX HUNDRED AND NO/100THS DOLLARS ($6,337,600.00), together with interest on the principal balance from time to time unpaid at the floating rate hereinafter set forth, payable as follows: AS TO PRINCIPAL: The unpaid principal balance of $6,337,600.00 shall be payable in 20 quarterly installments of $316,880.00 each. The first installment of principal shall be due on October 31, 1997, and a like and similar installment shall be due on the last day of January, April, July and October of each year thereafter for the next 19 quarters until the principal indebtedness is paid in full. AS TO INTEREST: Interest on the principal balance due from time to time outstanding, at the per annum rate hereinafter stated, shall be computed and paid quarterly. Interest shall be paid quarterly on the due date of the principal installments, commencing October 31, 1997, until the principal balance and all accrued interest is paid in full. The per annum interest rate applicable to this Term Note shall be the rate specified in the Revolving Credit Agreement referred to below for a Eurodollar Rate Loan, that is the Eurodollar Rate, plus the Interest Rate Margin of two percent (2.00%) per annum. The interest rate applicable for each period shall be the Eurodollar Rate determined as set forth in the Revolving Credit Agreement for such period, plus the Interest Rate Margin of two percent (2.00%) per annum, and such rate shall be adjusted according to the interest period selected pursuant to the terms of the Revolving Credit Agreement. In addition to the foregoing principal and interest, Borrowers, jointly and severally, promise to pay to Lender certain fees and other amounts due the Lender as set forth in the Revolving Credit Agreement referred to below. Borrowers expressly waive any presentment, demand, protest or notice in connection with this Term Note, now or hereafter, required by applicable law, and further waive as to this debt all right of exemption under the Constitution and laws of the State of New York, or any other state or commonwealth. This Term Note is issued subject to that certain Revolving Credit Agreement, dated as of January 21, 1992, as amended by the First Amendment to Amended and Restated Revolving Credit Agreement, dated as of March 7, 1994, and the Amendment Agreement, dated as of August 1, 1994, and the Amendment Agreement dated as of January 3, 1995, the Amendment Agreement, dated as of December 31, 1995, the Amendment Agreement dated as of June 28, Term Note Page 2 1996, and the Amendment Agreement dated as of July 31, 1997 (as so amended, and as it may be further amended, modified or supplemented from time to time, the "Revolving Credit Agreement"), among the Borrowers, certain lenders a party thereto and Regions Bank, as Agent, and Bank of America National Trust and Savings Association, as Documentation Agent, to which reference is made for a statement of the terms and conditions under which the principal hereof, accrued interest thereon and other amounts due thereunder is secured, may become or may be declared to be forthwith due and payable and is subject to prepayment. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Revolving Credit Agreement. This Term Note shall be binding upon the Borrowers and their respective successors and assigns and shall inure to the benefit of Lender and its respective successors and assigns. Borrowers agree to pay, and save the holders hereof harmless against, any costs or liability for expenses (including reasonable attorneys' fees) arising in connection with the enforcement by the holders hereof of any of the holders' rights under this Term Note or the Revolving Credit Agreement. In case a Default or Event of Default, as defined in the Revolving Credit Agreement, shall occur and be continuing, then, at the option of the holder hereof, the whole of the unpaid principal sum, together with accrued interest thereon and all other amounts due, shall immediately become due and payable. Failure to exercise this option shall not constitute a waiver of the right to exercise the same in the event of any subsequent default. DRAVO LIME COMPANY By: RICHARD E. REDLINGER _________________ _______________ Name : _____________________ _____ Title : VICE PRESIDENT, TREASURER ATTEST: ELAINE E. TOKOSH _________________________ Its: _ ASST. CORPORATE SECRETARY _______________________ DRAVO BASIC MATERIALS COMPANY, INC. By: RICHARD E. REDLINGER _________________ _______________ Name : _____________________ _____ Title : VICE PRESIDENT, TREASURER _____________________ _____ ATTEST: ELAINE E. TOKOSH ___________________________ Its: ASST. CORPORATE SECRETARY ________________________ TERM NOTE $4,899,400.00 July 31, 1997 FOR VALUE RECEIVED, DRAVO LIME COMPANY, a Delaware corporation, and DRAVO BASIC MATERIALS COMPANY, INC., an Alabama corporation (herein called the "Borrowers"), jointly and severally, promise to pay to the order of PNC BANK, NATIONAL ASSOCIATION (herein called "Lender") at the offices of Regions Bank at 106 St. Francis Street, Post Office Box 2527, Mobile, Alabama 36622 (or such other place or as the holder hereof shall designate from time to time by written notice to the Borrowers) the principal sum of FOUR MILLION EIGHT HUNDRED NINETY-NINE THOUSAND FOUR HUNDRED AND NO/100THS DOLLARS ($4,899,400.00), together with interest on the principal balance from time to time unpaid at the floating rate hereinafter set forth, payable as follows: AS TO PRINCIPAL: The unpaid principal balance of $4,899,400.00 shall be payable in 20 quarterly installments of $244,970.00 each. The first installment of principal shall be due on October 31, 1997, and a like and similar installment shall be due on the last day of January, April, July and October of each year thereafter for the next 19 quarters until the principal indebtedness is paid in fall. AS TO INTEREST: Interest on the principal balance due from time to time outstanding, at the per annum rate hereinafter stated, shall be computed and paid quarterly. Interest shall be paid quarterly on the due date of the principal installments, commencing October 31, 1997, until the principal balance and all accrued interest is paid in full. The per annum interest rate applicable to this Term Note shall be the rate specified in the Revolving Credit Agreement referred to below for a Eurodollar Rate Loan, that is the Eurodollar Rate, plus the Interest Rate Margin of two percent (2.00%) per annum. The interest rate applicable for each period shall be the Eurodollar Rate determined as set forth in the Revolving Credit Agreement for such period, plus the Interest Rate Margin of two percent (2.00%) per annum, and such rate shall be adjusted according to the interest period selected pursuant to the terms of the Revolving Credit Agreement. In addition to the foregoing principal and interest, Borrowers, jointly and severally, promise to pay to Lender certain fees and other amounts due the Lender as set forth in the Revolving Credit Agreement referred to below. Borrowers expressly waive any presentment, demand, protest or notice in connection with this Term Note, now or hereafter, required by applicable law, and further waive as to this debt all right of exemption under the Constitution and laws of the State of New York, or any other state or commonwealth. This Term Note is referred to in and issued subject to that certain Revolving Credit Agreement, dated as of January 21, 1992, as amended by the First Amendment to Amended and Restated Revolving Credit Agreement, dated as of March 7, 1994, and the Amendment Agreement, dated as of August 1, 1994, and the Amendment Agreement dated as of January 3, 1995, the Amendment Agreement, dated as of December 31, 1995, the Amendment Agreement Term Note Page 2 dated as of June 28, 1996, and the Amendment Agreement dated as of July 31, 1997 (as so amended, and as it may be further amended, modified or supplemented from time to time, the "Revolving Credit Agreement"), among the Borrowers, certain lenders a party thereto and Regions Bank, as Agent, and Bank of America National Trust and Savings Association, as Documentation Agent, to which reference is made for a statement of the terms and conditions under which the principal hereof, accrued interest thereon and other amounts due thereunder is secured, may become or may be declared to be forthwith due and payable and is subject to prepayment. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Revolving Credit Agreement. This Term Note shall be binding upon the Borrowers and their respective successors and assigns and shall inure to the benefit of Lender and its respective successors and assigns. Borrowers agree to pay, and save the holders hereof harmless against, any costs or liability for expenses (including reasonable attorneys' fees) arising in connection with the enforcement by the holders hereof of any of the holders' rights under this Term Note or the Revolving Credit Agreement. In case a Default or Event of Default, as defined in the Revolving Credit Agreement, shall occur and be continuing, then, at the option of the holder hereof the whole of the unpaid principal sum, together with accrued interest thereon and all other amounts due, shall immediately become due and payable. Failure to exercise this option shall not constitute a waiver of the right to exercise the same in the event of any subsequent default. DRAVO LIME COMPANY By: RICHARD E. REDLINGER _________________ _______________ Name : _____________________ _____ Title : VICE PRESIDENT, TREASURER ATTEST: ELAINE E. TOKOSH Its: ASST. CORPORATE SECRETARY ________________________ DRAVO BASIC MATERIALS COMPANY, INC. By: RICHARD E. REDLINGER _________________ _______________ Name : _____________________ _____ Title : VICE PRESIDENT, TREASURER _____________________ _____ ATTEST: ELAINE E. TOKOSH ___________________________ Its: ASST. CORPORATE SECRETARY ________________________ TERM NOTE $5,763,000.00 July 31, 1997 FOR VALUE RECEIVED, DRAVO LIME COMPANY, a Delaware corporation, and DRAVO BASIC MATERIALS COMPANY, INC., an Alabama corporation (herein called the "Borrowers"), jointly and severally, promise to pay to the order of BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION (herein called "Lender") at the offices of Regions Bank at 106 St. Francis Street, Post Office Box 2527, Mobile, Alabama 36622 (or such other place or as the holder hereof shall designate from time to time by written notice to the Borrowers) the principal sum of FIVE MILLION SEVEN HUNDRED SIXTY-THREE THOUSAND AND NO/100THS DOLLARS ($5,763,000.00), together with interest on the principal balance from time to time unpaid at the floating rate hereinafter set forth, payable as follows: AS TO PRINCIPAL: The unpaid principal balance of $5,763,000.00 shall be payable in 20 quarterly installments of $288,150.00 each. The first installment of principal shall be due on October 31, 1997, and a like and similar installment shall be due on the last day of January, April, July and October of each year thereafter for the next 19 quarters until the principal indebtedness is paid in full. AS TO INTEREST: Interest on the principal balance due from time to time outstanding, at the per annum rate hereinafter stated, shall be computed and paid quarterly. Interest shall be paid quarterly on the due date of the principal installments, commencing October 31, 1997, until the principal balance and all accrued interest is paid in full. The per annum interest rate applicable to this Term Note shall be the rate specified in the Revolving Credit Agreement referred to below for a Eurodollar Rate Loan, that is the Eurodollar Rate, plus the Interest Rate Margin of two percent (2.00%) per annum. The interest rate applicable for each period shall be the Eurodollar Rate determined as set forth in the Revolving Credit Agreement for such period, plus the Interest Rate Margin of two percent (2.00%) per annum, and such rate shall be adjusted according to the interest period selected pursuant to the terms of the Revolving Credit Agreement. In addition to the foregoing principal and interest, Borrowers, jointly and severally, promise to pay to Lender certain fees and other amounts due the Lender as set forth in the Revolving Credit Agreement referred to below. Borrowers expressly waive any presentment, demand, protest or notice in connection with this Term Note, now or hereafter, required by applicable law, and further waive as to this debt all right of exemption under the Constitution and laws of the State of New York, or any other state or commonwealth. This Term Note is referred to in and issued subject to that certain Revolving Credit Agreement, dated as of January 21, 1992, as amended by the First Amendment to Amended and Restated Revolving Credit Agreement, dated as of March 7, 1994, and the Amendment Agreement, dated as of August 1, 1994, and the Amendment Agreement dated as ofJanuary3, Term Note Page 2 1995, the Amendment Agreement, dated as of December 31, 1995, the Amendment Agreement dated as of June 28, 1996, and the Amendment Agreement dated as of July 31, 1997 (as so amended, and as it may be further amended, modified or supplemented from time to time, the "Revolving Credit Agreement"), among the Borrowers, certain lenders a party thereto and Regions Bank, as Agent, and Bank of America National Trust and Savings Association, as Documentation Agent, to which reference is made for a statement of the terms and conditions under which the principal hereof, accrued interest thereon and other amounts due thereunder is secured, may become or may be declared to be forthwith due and payable and is subject to prepayment. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Revolving Credit Agreement. This Term Note shall be binding upon the Borrowers and their respective successors and assigns and shall inure to the benefit of Lender and its respective successors and assigns. Borrowers agree to pay, and save the holders hereof harmless against, any costs or liability for expenses (including reasonable attorneys' fees) arising in connection with the enforcement by the holders hereof of any of the holders' rights under this Term Note or the Revolving Credit Agreement. In case a Default or Event of Default, as defined in the Revolving Credit Agreement, shall occur and be continuing, then, at the option of the holder hereof, the whole of the unpaid principal sum, together with accrued interest thereon and all other amounts due, shall immediately become due and payable. Failure to exercise this option shall not constitute a waiver of the right to exercise the same in the even of any subsequent default. DRAVO LIME COMPANY By: RICHARD E. REDLINGER _____________________ ___________ Name : _____________________ _____ Title : VICE PRESIDENT, TREASURER ATTEST: ELAINE E. TOKOSH Its: ASST. CORPORATE SECRETARY ________________________ DRAVO BASIC MATERIALS COMPANY, INC. By: RICHARD E. REDLINGER _____________________ ___________ Name : _____________________ _____ Title : VICE PRESIDENT, TREASURER _____________________ _____ ATTEST: ELAINE E. TOKOSH ___________________________ Its: ASST. CORPORATE SECRETARY ________________________ EX-10 5 EMPLOYMENT CONTRACTS Dravo Letterhead 3600 One Oliver Plaza Pittsburgh, PA 15222 412 566 3076 September 15, 1997 Mr. Carl A. Gilbert C/O Dravo Corporation 3600 One Oliver Plaza Pittsburgh, PA 15222-2682 Dear Carl: To help ensure your continued dedication as an employee of Dravo Corporation (the "Company"), the Company desires to provide for, among other things, the payment of two years' compensation and benefits if your employment is terminated by the Company without cause. In exchange for this assurance, you are willing to agree to not compete with the Company for two years after the termination of your employment and to surrender your existing Change in Control Agreement. The following sets forth the details of this agreement. 1. Salary and Benefit Continuation. The Company agrees that if your employment with the Company is terminated by the Company without cause, the Company will continue to pay your salary and provide for your benefits for two years following the date of termination as if you were still an employee of the Company (including for purposes of eligibility, coverage, vesting and benefit provisions under the Company's benefit plans) during that period. You are not required to mitigate this payment by seeking other employment and these amounts are payable to your estate if you die during the two year period. 2. Stock Options. The Company agrees that if your employment with the Company is terminated by the Company without cause, you will continue to hold all stock options and restricted stock held by you on the date of your termination as if you were an employee of the Company for two years thereafter, and at the end of that two year period, you will be deemed to have retired from the Company for purposes of the plans pursuant to which the stock options and restricted stock were issued. 3. SERP and EBP. The benefits credited to you under the Company's Supplemental Executive Retirement Plan (SERP) and the Executive Benefit Plan (EBP) (including any additional age and service credit by reason ofthe benefit continuation under paragraph 1 of this letter) shall be fully vested and nonforfeitable through the date of any adverse amendment or termination of those plans, provided, that you will not be entitled to any benefits under those plans if your employment is terminated by the Company for cause. In addition, your "retirement" under the EBP is deemed to be approved by the Board's Compensation Committee. The Company will pay benefits under the SERP and the EBP in accordance with the terms of those plans, but if your salary is continuing under paragraph 1 of this letter, the Company will begin to pay benefits under the SERP and EBP at the end of your two year salary continuation period. Further, if your salary is continuing under paragraph 1 of this letter, you may elect, during the first 12 months following your termination, to receive a lump sum of your SERP and EBP benefits at the end of your two-year salary continuation period. 4. Noncompete. You agree that for a period of two years after the termination of your employment with the Company for any reason, you will not have an ownership interest in or render services to (as an employee, consultant or otherwise), any company that is engaged in (a) the mining, production, marketing and sale of limestone or lime, including those companies listed on Exhibit A and their affiliates, or (b) in the research and development, marketing and sale of technologies for utilizing limestone or lime. The former restrictions will apply anywhere the Company is or is then contemplating doing business and the latter restrictions will apply throughout the world. You agree to notify the Company of any employment you take during that two year period and you agree that if you breach this paragraph, the Company can seek an injunction to prevent you from working at that job, cease the payment of any compensation and benefits under paragraph 1 and sue you for damages. During this two year period, you also agree not to solicit for hire any employees of the Company or its subsidiaries. 5. Definitions. For purposes of this letter, you may be terminated for "cause" only if the Board (nonemployee directors only) unanimously determines that you have (i) deliberately and intentionally engaged in gross misconduct that is intentionally and demonstrably harmful to the Company, or (ii) you have been convicted of a felony. Further, for purposes of this letter, you will be deemed to have been terminated by the Company without cause if you terminate your employment a reasonable time after and because (i) the Company takes action which results in a material and continuing diminution in your status as an officer of the Company, (ii) the Company requires you to relocate your office more than 30 miles, or (iii) the Company reduces your overall level of compensation (other than as part of a reduction applicable to all salaried employees of the Company generally), or (iv) a company that acquires the Company by merger, acquisition of assets or otherwise does not expressly assume the Company's obligations under this letter agreement at or prior to the closing of the transaction. 6. Disputes. Disputes under this letter agreement (other than the Company's enforcement of paragraph 4 in equity) will be resolved by submitting the matter to binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association in Pittsburgh, Pennsylvania. If you are required to bring or defend an action against the Company under this Agreement, the Company will pay your reasonable legal fees if you are successful. Before the Company is required to pay you any amounts under this letter agreement, the Company may require you to execute a reasonable release of any claims you may have against the Company (other than under this letter agreement). 7. Taxes. You will be responsible for the payment of all taxes on any payments you receive under this letter agreement, provided, that the Company will make you whole for taxes under Section 4999 of The Internal Revenue Code, or any successor provision, if any. 8. Summary. A summary of the compensation and benefits that are intended to be paid or provided to you under this letter agreement (which replaces the Change of Control Agreement to which you are currently a party) and under the Company's other benefit plans in certain circumstances is attached as Exhibit B. The Company intends to be legally bound by this letter agreement. If you agree with the terms of this letter and intend to be legally bound by it, please sign this letter where indicated below and return it to the Secretary of the Company. The additional enclosed copy of this letter is for your files. Thank you for your continued service to Dravo. Very truly yours, DRAVO CORPORATION By: s/s JAMES J. PUHALA James J. Puhala Vice President, General Counsel and Secretary September 15, 1997 Accepted and Agreed: s/s CARL A. GILBERT Carl A. Gilbert Date: SEPTEMBER 15, 1997 EXHIBIT A AP Green Industries, Inc. Ash Grove Cement Co. Austin White Lime Co. Bellefonte Lime Company Blue Circle, Inc. Calco, Inc. Carmeuse (Marblehead Lime) Cheney Lime & Cement Co. Con Lime Inc. Continental Lime/Graybec Calc Inc. Cutler-Magner Co. Florida Lime Corp. GenLime Group, LP Global Stone Corp Greer Lime Co. Havelock Lime Co. Huron Lime Company Lee Lime Corp. Linwood Mining & Minerals Corp. Lhoist/Chemical Lime Co. LTV Steel Martin Marietta Materials, Inc. Mercer Lime & Stone Company Miller Minerals, Inc. Minerals Technology, Inc. Mississippi Lime Co. National Lime & Stone Company National Refractories & Minerals Corp. Pete Lien & Sons. Redland Redland Ohio Co. Redland Stone Products Co. Resco Products, Inc Rockwell Lime Co. Specialty Minerals, Inc. United States Lime & Minerals Co. USG Industries, Inc. Vulcan Materials Co. Western Lime Corp. W.S. Frey, Inc. Carl A. Gilbert EXHIBIT B September 15, 1997 Separation Agreement Summary Page 5 Salary and Benefits Continuation Termination Termination by Termination Termination by Termination by Employee Employee Because Termination Company without by Company w/o Good Deemed to be by of Due to Cause for Cause Reason Company w/o Cause Disability Death (paragraph 5) Salary 2 years + None None 2 years + per EBP per EBP standard standard severance severance Bonus Prorate in year of None None* Prorate in year of Prorate in Prorate in year termination termination year of of death disability Health 2 yrs per company plan per company plan 2 yrs per company plan per company plan Benefits + company plan + company plan Life 2 years per company plan per company plan 2 years per company plan per company plan Insurance + company plan + company plan Perquisites 2 years None None 2 years None None 401(k) Plan 2 years None None 2 years None None (Co. Match) Qualified Pension Plan - Service Continuation 2 years None None 2 years None None SERP - - Vesting Vest Forfeit Vest Vest Vest Vest - Service Cont. 2 years N/A None 2 years None None - Lump Sum Option Yes N/A No Yes No No EBP - - Vesting Vest Forfeit Vest Vest Vest Vest - - Service Cont. 2 years N/A None 2 years None None - - Lump Sum Option Yes N/A No Yes No No Stock Options - Vested Retain Retain Retain Retain Retain Retain - Non-Vested Vest (over 2 years) Forfeit Forfeit Vest (over 2 years) Vest Vest - Exercise Term 5 years 90 days 90 days* 5 years 5 years 5 years
* If the employee is eligible to retire under the Company's pension plan as of the date of his termination then his termination will be considered a retirement for purposes of the annual incentive plan and stock option plan. -----END PRIVACY-ENHANCED MESSAGE-----