8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 14, 2010

THE MONARCH CEMENT COMPANY
(Exact name of Registrant as specified in its charter)

Kansas	0-2757	48-0340590
(State or other jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

P.O. BOX 1000,
HUMBOLDT, KANSAS  66748-0900
(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code (620) 473-2222

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

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

Item 8.01       Other Events.

 The Company is filing copies of the exhibits identified under Item 9.01 to include schedules, attachments and exhibits that previously had been omitted.

Item 9.01       Financial Statements and Exhibits.

(d)    Exhibits.

10.1 Loan agreement dated January 1, 2001, between the Bank of Oklahoma N.A. and The Monarch Cement Company.

10.1(a) First amendment to agreement dated January 1, 2001, between the Bank of Oklahoma N.A. and The Monarch Cement Company.

10.1(b) Second amendment to agreement dated January 1, 2001, between the Bank of Oklahoma N.A. and The Monarch Cement Company as amended by first amendment dated December 31, 2002.

10.1(c) Third amendment to agreement dated January 1, 2001, between the Bank of Oklahoma N.A. and The Monarch Cement Company as amended by first amendment dated December 31, 2002 and second amendment dated December 31, 2003.

10.1(d) Fourth amendment to agreement dated January 1, 2001, between the Bank of Oklahoma N.A. and The Monarch Cement Company as amended by first amendment dated December 31, 2002, second amendment dated December 31, 2003 and third amendment dated December 31, 2004.

10.1(e) Fifth amendment to agreement dated January 1, 2001, between the Bank of Oklahoma N.A. and The Monarch Cement Company as amended by first amendment dated December 31, 2002, second amendment dated December 31, 2003, third amendment dated December 31, 2004 and fourth amendment dated January 1, 2006.

10.1(f) Sixth amendment to agreement dated January 1, 2001, between the Bank of Oklahoma N.A. and The Monarch Cement Company as amended by first amendment dated December 31, 2002, second amendment dated December 31, 2003, third amendment dated December 31, 2004, fourth amendment dated January 1, 2006 and fifth amendment dated December 31, 2006.

10.1(g) Seventh amendment to agreement dated January 1, 2001, between the Bank of Oklahoma N.A. and The Monarch Cement Company as amended by first amendment dated December 31, 2002, second amendment dated December 31, 2003, third amendment dated December 31, 2004, fourth amendment dated January 1, 2006, fifth amendment dated December 31, 2006, and sixth amendment dated December 31, 2007.

10.1(h) Eighth amendment to agreement dated January 1, 2001 between the Bank of Oklahoma, N.A. and The Monarch Cement Company as amended by first amendment dated December 31, 2002, second amendment dated December 31, 2003, third amendment dated December 31, 2004, fourth amendment dated January 1, 2006, fifth amendment dated December 31, 2006, sixth amendment dated December 31, 2007, and seventh amendment dated December 31, 2008.

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 hereunto duly authorized.

	THE MONARCH CEMENT COMPANY
Dated: May 14, 2010
	By:  /s/ Debra P. Roe
	Debra P. Roe, CPA
	Chief Financial Officer and
	Assistant Secretary-Treasurer
	(principal financial officer and
	principal accounting officer)

EX-10

EXHIBIT 10.1

BANK OF OKLAHOMA N.A.	Jane P. Faulkenberry
	Senior Vice President
Bank of Oklahoma Tower	918-588-6272
P 0. Box 2300	FAX: 918-588-8231
Tulsa, Oklahoma 74192	Jfaulkenberry@bokf.com

January 1, 2001

Mr. Lyndell G. Mosley

Chief Financial Officer

The Monarch Cement Company

449 1200 Street

Humboldt, KS 66748

Dear Lyndell:

Bank of Oklahoma, N.A. ("Lender") is pleased to extend an unsecured credit commitment to The Monarch Cement Company ("Borrower") in the aggregate amount of $35 million (the "Commitment").  The Commitment will be composed of a $30,000,000 Advancing Term Loan ("Term Loan") and a $5,000,000 Revolving Line of Credit ("Revolving Line"), and will be subject to the terms and conditions of this letter agreement ("Agreement").

CREDIT FACILITIES:

1.  The Term Loan.  Lender agrees to loan Borrower up to $30,000,000 as Borrower may from time to time request as evidenced by a promissory note in the form attached hereto as Exhibit A, maturing on December 31, 2005, (which, together with any extensions, renewals and changes in form thereof, is hereinafter referred to as the "Term Note").  Advances under the Term Note shall be used for general corporate purposes, including capital expenditures, investments, and acquisitions.

    1.1.  Provided there is no Event of Default, Borrower may advance, pay down, and re-advance funds on the Term Note for a period of two years commencing from the date of the first advance.

    1.2.  At the end of the two year period ("Conversion Date"), the outstanding balance on the Term Note will be payable in equal quarterly installments of principal and interest in an amount to equate to a 7 year amortization, with such payments calculated using the interest rate in effect on the Conversion Date, provided however, that either Lender or Borrower may elect to recalculate the payment installments on the 12-month anniversary of the Conversion Date based on the outstanding principal balance on that date, the current floating interest rate on that date, and the number of quarters remaining in the original 7 year amortization.  All outstanding principal and interest will be due and payable on December 31, 2005.

    1.3.  Borrower may prepay the Term Loan in whole or part at any time without penalty.

    1.4.  Interest shall accrue and be payable quarterly as set forth in the Term Note at a floating interest rate of the Chase Manhattan Bank prime rate less 1.25%.

    1.5.  Borrower shall pay Lender a commitment fee of .125% of the term loan amount at the earlier of:  a) date of first advance under the Commitment or b) March 31, 2001.

2.  The Revolving Line.  Lender agrees to loan Borrower up to $5,000,000 as Borrower may from time to time request as evidenced by a promissory note in the form attached as Exhibit B, maturing on December 31, 2002 (which, together with any extensions, renewals and changes in form thereof, is hereinafter referred to as the "Line Note").  Advances under the Line Note shall be used for working capital and general corporate purposes, including capital expenditures, investments, acquisitions, and issuance of letters of credit.

    2.1.  Provided there is no Event of Default, Borrower may advance, pay down, and re-advance funds on the Line Note.

    2.2.  Letters of Credit shall be issued pursuant to Lender's standard procedure, upon receipt by Lender of an application; provided that (a) no event of default has occurred and is continuing, (b) the requested letter of credit will not expire after the maturity date of the Line Note.  Borrower shall pay all standard fees and costs charged by Lender in connection with the issuance of Letters of Credit.  Lender shall be reimbursed for drawings under the Letters of Credit either by Borrower or by an advance on the Line Note.

    2.3.  Borrower may prepay the Revolving Line in whole or part at any time without penalty.

    2.4.  Interest shall accrue and be payable quarterly as set forth in the Line Note at a floating interest rate of the Chase Manhattan Bank prime rate less 1.25%.  The outstanding principal balance plus any unpaid accrued interest shall be payable at maturity date of December 31, 2002.

    2.5.  Borrower shall pay Lender a commitment fee in an amount equal to .125% per annum of the average unused amount of the Revolving Line, payable quarterly in arrears.

CONDITIONS PRECEDENT:

Prior to funding the Commitment, the Borrower shall execute and deliver to Lender the following:

    1)  This Agreement

    2)  The Term Note

    3)  The Line Note

    4)  A certified copy of Borrower's corporate resolution authorizing the execution, delivery, and performance of this Agreement, the Term Note, and the Line Note.

REPRESENTATIONS AND WARRANTIES:

Borrower represents and warrants to Lender that:

    1)  Borrower is duly organized, existing and in good standing under the laws of the state in which it is organized.

    2)  The borrowing hereunder and the execution, delivery, and performance by Borrower of this Agreement, the Term Note, and the Line Note have been duly authorized by the Borrower and are not in contravention of any law, rule or regulation or of the terms of the Borrower's Articles of Incorporation, or of any agreement or instrument to which Borrower is a party or by which Borrower may be bound.

TERMS AND CONDITIONS:

Unless otherwise agreed to in writing by Lender:

1.  Financial Statements:  Borrower will provide annual audited financial statements within 120 days of the end of each fiscal year and quarterly unaudited financial statements within 60 days after the end of each quarter.

2.  Minimum Net Worth:  Borrower will maintain a minimum tangible net worth (in accordance with generally accepted accounting principles) of $62,500,000 determined on the last day of any fiscal quarter.

3.  Sale or Merger:  Borrower will not sell to, merge or consolidate with any person or entity or permit any such merger or consolidation with the Borrower, except for:  a) mergers between Borrower and any of its subsidiaries, and b) mergers in which Borrower is the surviving entity.

4.  Creation or Existence of Liens:  Borrower will not create or permit to exist any mortgage, pledge, lien, or other encumbrance on any of its property, personal or real, tangible or intangible, other than purchase money security interests up to $5,000,000 in the aggregate related to the acquisition of assets of Borrower acquired in the ordinary course of business.

5.  Limitation on Indebtedness:  Borrower will not create, assume, or incur:

    5.1.  Secured debt in the aggregate in excess of $5,000,000; and

    5.2.  Unsecured debt, other than this Commitment, in the aggregate in excess of $10,000,000.

6.  Change in Ownership:  Borrower will not permit the sale or transfer of capital stock that results in a change in control of Borrower.  A change in control (as defined in Borrower's proxy statement) is any merger, consolidation, or disposition of all or substantially all of the assets of Borrower or any acquisition by any person or group of persons acting in concert who after such acquisition would own more than 30% of the Borrower's outstanding voting stock.

7.  Reimbursement of Expenses:  Borrower will pay all reasonable and customary out-of-pocket expenses incurred as part of this Agreement, including but not limited to reasonable attorney's fees; however, there will be no costs to Borrower for preparation of the loan documents for the Agreement, absent material modifications.

8.  General Terms:  Borrower agrees to maintain its properties, maintain insurance in amounts and against risks customary for Borrower's business, maintain all licenses and permits necessary to conduct Borrower's business, comply with laws including but not limited to environmental laws, and maintain its corporate existence in good standing.

EVENTS OF DEFAULT:

Borrower shall be in default under this Agreement upon the occurrence of any one or more of the following events or conditions, herein called "Default":

    1)  Any payment required under any Note or obligation of Borrower to Lender is not made within ten days of the due date.

    2)  Borrower fails to perform or comply with any covenant, obligation, warranty or provision in this Agreement or in any note or obligation of Borrower to Lender, and such default continues uncured for thirty days or more from date of occurrence.

    3)  Any warranty, representation, financial information, or statement made or furnished to Lender by or in behalf of Borrower proves to have been false in any material respect when made or furnished.

    4)  The condemnation, seizure or appropriation of substantially all, or such as in Lender's reasonable opinion constitutes a material portion, of the assets of Borrower.

    5)  The rendering against Borrower of one or more final judgments, decrees, or orders for payment not covered by insurance, and the continuance of such judgment or order unsatisfied and in effect for any period of 30 consecutive days without a stay of execution.

    6)  Dissolution or termination of existence of Borrower

    7)  Appointment of a receiver over any part of the property of Borrower, the assignment of property of Borrower for the benefit of creditors, or the commencement of any proceedings under any bankruptcy or insolvency laws by or against Borrower.

Upon the occurrence or the existence of a Default, Lender may, at its option and without notice or demand to Borrower, immediately declare due and payable all liabilities and obligations of Borrower to Lender and exercise all rights and remedies possessed by Lender.

GENERAL PROVISIONS:

In addition to the terms and provisions stated herein, Borrower consents to the provisions of the Term Note and Line Note; provided however, that to the extent any conflict exists between this Agreement and the Notes, then this Agreement shall be controlling.

LENDER	BORROWER
Bank of Oklahoma, N.A.	The Monarch Cement Company
By:  /s/ Jane Faulkenberry	By: /s/ Walter H. Wulf, Jr.
Name: Jane P. Faulkenberry	Name: Walter H. Wulf, Jr.
Title: Senior Vice President	Title: President

CUSTOMER COPY

PROMISSORY NOTE - Fixed or Variable Rate - Commercial

DEBTOR(S) NAME AND ADDRESS	NOTE NUMBER         0001	DATE OF NOTE        01/01/01	MATURITY DATE             12/31/05	PRINCIPAL AMOUNT            $30,000,000.00
The Monarch Cement Company	CUSTOMER NUMBER        5296900	x NEW LOAN   o   RENEWAL OF LOAN(S) NUMBER:		OFFICER            JPF071
	o FIXED INTEREST RATE OF ______% PER ANNUM        INTEREST PAYABLE: __________________
449 1200 Street	xVARIABLE INTEREST RATE 1.25000% BELOW Chase Manhattan Bank Prime Rate
Humboldt, KS 66748-1000	INITIAL RATE 8.25000 % INTEREST PAYABLE
	COLLATERAL CATEGORIES			SOCIAL SECURITY/TIN NUMBER:            48-0340590
PAYMENT   TERMS	See Exhibit "A" attached hereto and by this reference made an integral part hereto.			PURPOSE           Business Expansion

FOR VALUE RECEIVED, the undersigned Debtor(s), jointly and severally if more than one, agree to the terms of this Note and promise to pay to the order of Lender named below at its place of business as indicated herein or at such other place as may be designated in writing by holder, the Principal Amount of this Note together with interest until maturity at the per annum Interest rate or rates stated above. Ifthe writing above indicates that the per annum interest rate is to vary with changes made from time to time in the base or prime rate of Lender or other financial institution, each change in the rate will become effective without notice to Debtor on the same day such base or prime rate is changed, unless a different effective date is specified above. The base or prime rate set forth above is determined by the named Financial Institution in its sole discretion primarily on a basis of its cost of funds, is not necessarily the lowest or highest rate the named Financial Institution is charging its customers, and is not necessarily a published rate. In the event the named Financial Institution fixing the base or prime rate ceases to exist or ceases to announce such a rate, lender may specify a new Financial Institution to fix such rate, in its sole discretion. Interest on this Note is calculated on the actual number of days elapsed on a basis of a 360 day year unless otherwise indicated herein. For purposes of computing interest and determining the date principal and interest payments are received, all payments made under this Note will not be deemed to have been made until such payments are received in collected funds.

PAYMENTS NOT MADE WHEN DUE. Any principal and/or interest amount not paid when due shall bear interest at a rate six percent (6%)per annum greater than the per annum interest rate prevailing on this Note at the time the unpaid amount became due, but in no event at a rate less than fifteen percent (15%) per annum. In addition or in the alternative to the interest rate provided for in this paragraph Lender may assess a charge of ten dollars ($10.00) times the number of days late to cover cost of past due notices and other expenses. In no event shall the interest rate and related charges either before or after maturity be greater than permitted by law.

ALL PARTIES PRINCIPALS. All parties liable for payment hereunder shall each be regarded as a principal and each party agrees that any party hereto with approval of holder and without notice to other parties may from time to time renew this Note or consent to one or more extensions or deferrals of Maturity Date for any term or terms, and all parties shall be liable in same manner as on original note. All parties liable for payment hereunder waive presentment, notice of dishonor and protest and consent to partial payments, substitutions or release of collateral and to addition or release of any party or guarantor.

ADVANCES AND PAYMENTS. It is agreed that the sum of all advances under this Note may exceed the Principal Amount as shown above, but the unpaid balance shall never exceed said Principal Amount. Advances and payments on Note shall be recorded on a schedule attached hereto or on the records of the Lender. Debtor appoints the Lender as Debtor's attorney in fact, irrevocably, to record advances and payments on the attached schedule or in the Lender's records. Records shall be prima facie evidence of such advances, payments and unpaid principal balance provided, however, that the failure to make a notation on the attached schedule or Lender's records with respect to any advance or payment shall not limit the obligation of the Debtor hereunder. Subsequent advances and the procedures described herein shall not be construed or interpreted as granting a continuing line of credit for Principal Amount. Lender reserves the right to apply any payment by Debtor, or for account of Debtor, toward this Note or any other obligation of Debtor to Lender.

COLLATERAL. This Note and all other obligations of Debtor to Lender, and all renewals or extensions thereof, are secured by all collateral securing this Note and by all other security interests heretofore or hereafter granted to Lender as more specifically described inSecurity Agreements and other securing documentation.

ACCELERATION. At option of holder, the unpaid balance of this Note and all other obligations of Debtor to holder, whether direct or indirect, absolute or contingent, now existing or hereafter arising, shall become immediately due and payable without notice or demand upon the occurrence or existence of any of the following events or conditions: (a) Any payment required by this Note or by any other note or obligation of Debtor to holder or to others is not made when due or the occurrence or existence of any event which results in acceleration of the maturity of any obligation of Debtor to holder or to others under any promissory note, agreement or undertaking; (b) Debtor defaults in performance of any covenant, obligation, warranty or provision contained in any loan agreement or in any instrument or document securing or relating to this Note or any other note or obligation of Debtor to holder or to others; (c) Any warranty, representation, financial information or statement made or furnished to Lender by or in behalf of Debtor proves to have been false in any material respect when made or furnished; /s/JPF (d) The making of any levy against or seizure garnishment or attachment of any collateral; (e) Any time Lender in good faith determines prospect of payment of this Note is Impaired (f)When in the judgment of Lender the collateral, if any, becomes unsatisfactory or insufficient either in character or value and upon request, Debtor fails to provide additional collateral as required by Lender; (g) Loss, theft, substantial damage or destruction of collateral, if any; (h) Death, dissolution, change in senior management, or termination of existence of any Debtor; or (i) Appointment of a receiver over any part of the property of any Debtor, the assignment of property by any Debtor for the benefit of creditors, or the commencement of any proceedings under any bankruptcy or insolvency laws by or against any party liable, directly or indirectly, hereunder.

WAIVERS. No waiver by holder of any payment or other right under this Note or any related agreement or documentation shall operate as a waiver of any other payment or right.

GOVERNING LAW. Any cause of action for a breach or enforcement of, or a declaratory judgment respecting, this agreement or any agreement related to the execution and delivery of this agreement shall be commenced and maintained only in the United States District Court for the Northern District of Oklahoma or the applicable Oklahoma state trial court sitting in Tulsa, Oklahoma and having subject matter jurisdiction; provided, however, any action to foreclose any deed of trust or real estate mortgage securing finance or repayment shall be brought in any county having mandatory venue thereof pursuant to the venue statutes of the State of Oklahoma.

COLLECTION COSTS. All parties liable for payment hereunder agree to pay reasonable costs of collection, including a reasonable attorney's fee.

RIGHT OF OFFSET. Any indebtedness due from holder hereof to Debtor or any party hereto including, but without limitation, any deposits or credit balances due from holder, is pledged to secure payment of this Note and any other obligation to holder of Debtor or any party hereto, and may at any time while the whole or any part of such obligation remains unpaid, either before or after Maturity hereof, be appropriated, held or applied toward the payment of this Note or any other obligation to holder of Debtor or any party hereto.

PURPOSE. Debtor affirms that the proceeds of this Note are to be used for a business or agricultural purpose and not for a personal, family or household purpose.

ENTIRE AGREEMENT. All parties acknowledge that this Note and related documents contain the complete and entire agreement between Debtor and Lender and no variation, modification, changes or amendments to this Note or related documents shall be binding unless in writing and signed by all parties. No legal relationship is created by the execution of this Note and related documents except that of debtor and creditor or as stated in writing.

LENDER NAME AND ADDRESS	DEBTOR(S) SIGNATURES(S)
	The Monarch Cement Company
Bank of Oklahoma, N.A.	/s/ Walter H. Wulf, Jr.
PO Box 268800	Walter H. Wulf, Jr.
Oklahoma City, OK 73126-8800	President

CUSTOMER

 Form BOK763 (04/10/00)  Copyright 1/89 American Bank Systems, Inc.

Exhibit "A"

Borrower may advance, pay down and re-advance for a period ending two years from date of initial advance ("Conversion Date"). Interest only payable quarterly commencing 3/31/01 until the Conversion Date. At the Conversion Date, equal quarterly installments of principal and interest in an amount to equate to a seven year amortization of the principal balance then outstanding will be payable on the last day of each calendar quarter, with such payments calculated using the interest rate in effect on Conversion Date, provided however, that either Lender or Borrower may elect to recalculate the payment installments on the 12-month anniversary of the Conversion Date based on the outstanding principal balance on that date, the current floating interest rate on that date, and the number of quarters remaining in the original 7 year amortization. All outstanding principal plus unpaid accrued interest will be due and payable at Maturity.

The Monarch Cement Company

/s/ Walter H. Wulf, Jr.

Walter H. Wulf, Jr.

President

CUSTOMER COPY

PROMISSORY NOTE - Fixed or Variable Rate - Commercial

DEBTOR(S) NAME AND ADDRESS	NOTE NUMBER         0002	DATE OF NOTE        01/01/01	MATURITY DATE             12/31/02	PRINCIPAL AMOUNT            $5,000,000.00
The Monarch Cement Company	CUSTOMER NUMBER        5296900	x NEW LOAN   o   RENEWAL OF LOAN(S) NUMBER:		OFFICER            JPF071
	o FIXED INTEREST RATE OF ______% PER ANNUM        INTEREST PAYABLE: __________________
449 1200 Street	xVARIABLE INTEREST RATE 1.25000% BELOW Chase Manhattan Bank Prime Rate
Humboldt, KS 66748-1000	INITIAL RATE 8.25000 % INTEREST PAYABLE
	COLLATERAL CATEGORIES			SOCIAL SECURITY/TIN NUMBER:            48-0340590
PAYMENT   TERMS	Accrued interest due and payable QUARTERLY, beginning 03/31/01 and QUARTERLY thereafter, with outstanding principal balance plus unpaid accrued interest due and payable on 12/31/02.			PURPOSE           Working Capital

FOR VALUE RECEIVED, the undersigned Debtor(s), jointly and severally if more than one, agree to the terms of this Note and promise to pay to the order of Lender named below at its place of business as indicated herein or at such other place as may be designated in writing by holder, the Principal Amount of this Note together with interest until maturity at the per annum Interest rate or rates stated above. Ifthe writing above indicates that the per annum interest rate is to vary with changes made from time to time in the base or prime rate of Lender or other financial institution, each change in the rate will become effective without notice to Debtor on the same day such base or prime rate is changed, unless a different effective date is specified above. The base or prime rate set forth above is determined by the named Financial Institution in its sole discretion primarily on a basis of its cost of funds, is not necessarily the lowest or highest rate the named Financial Institution is charging its customers, and is not necessarily a published rate. In the event the named Financial Institution fixing the base or prime rate ceases to exist or ceases to announce such a rate, lender may specify a new Financial Institution to fix such rate, in its sole discretion. Interest on this Note is calculated on the actual number of days elapsed on a basis of a 360 day year unless otherwise indicated herein. For purposes of computing interest and determining the date principal and interest payments are received, all payments made under this Note will not be deemed to have been made until such payments are received in collected funds.

PAYMENTS NOT MADE WHEN DUE. Any principal and/or interest amount not paid when due shall bear interest at a rate six percent (6%)per annum greater than the per annum interest rate prevailing on this Note at the time the unpaid amount became due, but in no event at a rate less than fifteen percent (15%) per annum. In addition or in the alternative to the interest rate provided for in this paragraph Lender may assess a charge of ten dollars ($10.00) times the number of days late to cover cost of past due notices and other expenses. In no event shall the interest rate and related charges either before or after maturity be greater than permitted by law.

ALL PARTIES PRINCIPALS. All parties liable for payment hereunder shall each be regarded as a principal and each party agrees that any party hereto with approval of holder and without notice to other parties may from time to time renew this Note or consent to one or more extensions or deferrals of Maturity Date for any term or terms, and all parties shall be liable in same manner as on original note. All parties liable for payment hereunder waive presentment, notice of dishonor and protest and consent to partial payments, substitutions or release of collateral and to addition or release of any party or guarantor.

ADVANCES AND PAYMENTS. It is agreed that the sum of all advances under this Note may exceed the Principal Amount as shown above, but the unpaid balance shall never exceed said Principal Amount. Advances and payments on Note shall be recorded on a schedule attached hereto or on the records of the Lender. Debtor appoints the Lender as Debtor's attorney in fact, irrevocably, to record advances and payments on the attached schedule or in the Lender's records. Records shall be prima facie evidence of such advances, payments and unpaid principal balance provided, however, that the failure to make a notation on the attached schedule or Lender's records with respect to any advance or payment shall not limit the obligation of the Debtor hereunder. Subsequent advances and the procedures described herein shall not be construed or interpreted as granting a continuing line of credit for Principal Amount. Lender reserves the right to apply any payment by Debtor, or for account of Debtor, toward this Note or any other obligation of Debtor to Lender.

COLLATERAL. This Note and all other obligations of Debtor to Lender, and all renewals or extensions thereof, are secured by all collateral securing this Note and by all other security interests heretofore or hereafter granted to Lender as more specifically described inSecurity Agreements and other securing documentation.

ACCELERATION. At option of holder, the unpaid balance of this Note and all other obligations of Debtor to holder, whether direct or indirect, absolute or contingent, now existing or hereafter arising, shall become immediately due and payable without notice or demand upon the occurrence or existence of any of the following events or conditions: (a) Any payment required by this Note or by any other note or obligation of Debtor to holder or to others is not made when due or the occurrence or existence of any event which results in acceleration of the maturity of any obligation of Debtor to holder or to others under any promissory note, agreement or undertaking; (b) Debtor defaults in performance of any covenant, obligation, warranty or provision contained in any loan agreement or in any instrument or document securing or relating to this Note or any other note or obligation of Debtor to holder or to others; (c) Any warranty, representation, financial information or statement made or furnished to Lender by or in behalf of Debtor proves to have been false in any material respect when made or furnished; /s/JPF (d) The making of any levy against or seizure garnishment or attachment of any collateral; (e) Any time Lender in good faith determines prospect of payment of this Note is Impaired (f)When in the judgment of Lender the collateral, if any, becomes unsatisfactory or insufficient either in character or value and upon request, Debtor fails to provide additional collateral as required by Lender; (g) Loss, theft, substantial damage or destruction of collateral, if any; (h) Death, dissolution, change in senior management, or termination of existence of any Debtor; or (i) Appointment of a receiver over any part of the property of any Debtor, the assignment of property by any Debtor for the benefit of creditors, or the commencement of any proceedings under any bankruptcy or insolvency laws by or against any party liable, directly or indirectly, hereunder.

WAIVERS. No waiver by holder of any payment or other right under this Note or any related agreement or documentation shall operate as a waiver of any other payment or right.

GOVERNING LAW. Any cause of action for a breach or enforcement of, or a declaratory judgment respecting, this agreement or any agreement related to the execution and delivery of this agreement shall be commenced and maintained only in the United States District Court for the Northern District of Oklahoma or the applicable Oklahoma state trial court sitting in Tulsa, Oklahoma and having subject matter jurisdiction; provided, however, any action to foreclose any deed of trust or real estate mortgage securing finance or repayment shall be brought in any county having mandatory venue thereof pursuant to the venue statutes of the State of Oklahoma.

COLLECTION COSTS. All parties liable for payment hereunder agree to pay reasonable costs of collection, including a reasonable attorney's fee.

RIGHT OF OFFSET. Any indebtedness due from holder hereof to Debtor or any party hereto including, but without limitation, any deposits or credit balances due from holder, is pledged to secure payment of this Note and any other obligation to holder of Debtor or any party hereto, and may at any time while the whole or any part of such obligation remains unpaid, either before or after Maturity hereof, be appropriated, held or applied toward the payment of this Note or any other obligation to holder of Debtor or any party hereto.

PURPOSE. Debtor affirms that the proceeds of this Note are to be used for a business or agricultural purpose and not for a personal, family or household purpose.

ENTIRE AGREEMENT. All parties acknowledge that this Note and related documents contain the complete and entire agreement between Debtor and Lender and no variation, modification, changes or amendments to this Note or related documents shall be binding unless in writing and signed by all parties. No legal relationship is created by the execution of this Note and related documents except that of debtor and creditor or as stated in writing.

LENDER NAME AND ADDRESS	DEBTOR(S) SIGNATURES(S)
	The Monarch Cement Company
Bank of Oklahoma, N.A.	/s/ Walter H. Wulf, Jr.
PO Box 268800	Walter H. Wulf, Jr.
Oklahoma City, OK 73126-8800	President

CUSTOMER

 Form BOK763 (04/10/00)  Copyright 1/89 American Bank Systems, Inc.

EX-10

EXHIBIT 10.1(a)

BANK OF OKLAHOMA N.A.	Jane P. Faulkenberry
	Senior Vice President
Bank of Oklahoma Tower	918-588-6272
P 0. Box 2300	FAX: 918-280-3368
Tulsa, Oklahoma 74192	Jfaulkenberry@bokf.com

December 31, 2002

Mr. Lyndell G. Mosley

Chief Financial Officer

The Monarch Cement Company

449 1200 Street

Humboldt, KS 66748

RE:  First Amendment to Agreement dated January 1, 2001 between The Monarch Cement Company ("Borrower") and Bank of Oklahoma, N.A. ("Lender") in the aggregate amount of $35,000,000 (the "Loan Agreement").

Dear Lyndell:

Bank of Oklahoma, N.A. ("Lender") is pleased to renew and modify the Loan Agreement subject to the terms of this letter amendment ("First Amendment").  Subject to the terms of the Loan Agreement as modified by this First Amendment, the Commitment will be:  1) a $25,000,000 Term Loan ("Term Loan") that is a modification and decrease of the $30,000,000 Advancing Term Loan; and 2) a $10,000,000 Revolving Line of Credit ("Revolving Line") that is a renewal and increase of the $5,000,000 Revolving Line.

Section 1 of the Loan Agreement is hereby deleted and replaced with the following:

1.  The Term Loan.  Lender agrees to loan Borrower $25,000,000 as evidenced by a promissory note in the form attached hereto as Exhibit A, maturing on December 31, 2005, (which, together with any extensions, renewals and changes in form thereof, is hereinafter referred to as the "Term Note").

    1.1.  The Term Note will be payable in equal quarterly installments of principal and interest in an amount to equate to a seven-year amortization, with such payments calculated using the interest rate in effect on December 31, 2002 (3.00%), provided however, that either Lender or Borrower may elect to recalculate the payment installments on the 12-month anniversary of this First Amendment based on the outstanding principal balance on that date, the current floating interest rate on that date, and the number of quarters remaining in the original seven year amortization.  All outstanding principal and interest will be due and payable on December 31, 2005.

    1.2.  Interest shall accrue and be payable quarterly as set forth in the Term Note at a floating interest rate of the J.P. Morgan Chase prime rate less 1.25%.

    1.3.  Borrower may prepay the Term Loan in whole or part at any time without penalty.

Section 2 of the Loan Agreement is hereby deleted and replaced with the following:

2.  The Revolving Line.  Lender agrees to loan Borrower up to $10,000,000 as Borrower may from time to time request as evidenced by a promissory note in the form attached as Exhibit B, maturing on December 31, 2003 (which together with any extensions, renewals and changes in form thereof, is hereinafter referred to as the "Line Note").  Advances under the Line Note shall be used for working capital and general corporate purposes, including issuance of letters of credit.

    2.1.  Provided there is no Event of Default, Borrower may advance, pay down, and re-advance funds on the Line Note.

    2.2.  Letters of Credit shall be issued pursuant to Lender's standard procedure, upon receipt by Lender of an application; provided that (a) no event of default has occurred and is continuing, and (b) the requested letter of credit will not expire after the maturity date of the Line Note.  Borrower shall pay all standard fees and costs charged by Lender in connection with the issuance of Letters of Credit.  Lender shall be reimbursed for drawings under the Letters of Credit either by Borrower or by an advance on the Line Note.

    2.3.  Borrower may prepay the Revolving Line in whole or part at any time without penalty.

    2.4.  Interest shall accrue and be payable quarterly as set forth in the Line Note at a floating interest rate of J.P. Morgan Chase prime rate less .75%.  The outstanding principal balance plus accrued interest shall be payable at maturity date of December 31, 2003.

TERMS AND CONDITIONS:  Unless otherwise agreed to in writing by Lender:

1.  Financial Statements:  Borrower will provide annual audited financial statements within 120 days of the end of each fiscal year and quarterly unaudited financial statements within 60 days after the end of each quarter.

2.  Capital Budget:  Borrower will provide to Lender, prior to the beginning of Borrower’s fiscal year and with quarterly updates thereafter, its capital spending budget in form acceptable to Lender.

3.  Minimum Net Worth:  Borrower will maintain a minimum tangible net worth (in accordance with generally accepted accounting principles) of $70,000,000 determined on the last day of any fiscal quarter commencing with the quarter ending December 31, 2002.

4.  Sale or Merger:  Borrower will not sell to, merge or consolidate with any person or entity or permit any such merger or consolidation with the Borrower, except for:  a) mergers between Borrower and any of its subsidiaries or between any of its subsidiaries, and b) mergers in which Borrower is the surviving entity.

5.  Creation or Existence of Liens:  Borrower will not create or permit to exist any mortgage, pledge, lien, or other encumbrance on any of its property, personal or real, tangible or intangible, other than purchase money liens up to $5,000,000 in the aggregate related to the acquisition of assets of Borrower in the ordinary course of business.

6.  Limitation on Indebtedness:  No limitation, other than Borrower will not create, assume, or incur:

         i)   Secured debt in the aggregate in excess of $1,000,000; and

         ii)  Unsecured debt (other than the Commitment herein) in the

         aggregate in excess of $2,000,000.

7.  Change in Ownership:  Borrower will not permit the sale or transfer of capital stock that results in a change in control of Borrower.  A change in control (as defined in Borrower's proxy statement) is any merger, consolidation, or disposition of all or substantially all of the assets of Borrower or any acquisition by any person or group of persons acting in concert who after such acquisition would own more than 30% of the Borrower's outstanding voting stock.

8.  Reimbursement of Expenses:  Borrower will pay all reasonable and customary out-of-pocket expenses incurred as part of the Loan Agreement, including but not limited to reasonable attorney's fees; however, there will be no costs to Borrower for preparation of this First Amendment, absent material modifications or extended negotiations.

9.  General Terms:  Borrower agrees to maintain its properties, maintain insurance in amounts and against risks customary for Borrower's business, maintain all licenses and permits necessary to conduct Borrower's business, comply with laws including but not limited to environmental laws, and maintain its corporate existence in good standing.

EVENTS OF DEFAULT:

Borrower shall be in default under this Agreement upon the occurrence of any one or more of the following events or conditions, herein called "Default":

    1.  Any payment required under any Note or obligation of Borrower to Lender is not made within ten days of the due date.

    2.  Borrower fails to perform or comply with any covenant, obligation, warranty or provision in this Agreement or in any note or obligation of Borrower to Lender, and such default continues uncured for thirty days or more from date of occurrence.

    3.  Any warranty, representation, financial information, or statement made or furnished to Lender by or in behalf of Borrower proves to have been false in any material respect when made or furnished.

    4.  The condemnation, seizure or appropriation of substantially all, or such as in Lender's reasonable opinion constitutes a material portion, of the assets of Borrower.

    5.  The rendering against Borrower of one or more final judgments, decrees, or orders for payment not covered by insurance, and the continuance of such judgment or order unsatisfied and in effect for any period of thirty consecutive days without a stay of execution.

    6.  Dissolution or termination of existence of Borrower

    7.  Appointment of a receiver over any part of the property of Borrower, the assignment of property of Borrower for the benefit of creditors, or the commencement of any proceedings under any bankruptcy or insolvency laws by or against Borrower.

Upon the occurrence or the existence of a Default, Lender may, at its option and without notice or demand to Borrower, immediately declare due and payable all liabilities and obligations of Borrower to Lender and exercise all rights and remedies possessed by Lender.

GENERAL PROVISIONS:

Unless otherwise specified herein, all terms and conditions, representations, and warranties of Borrower in the Loan Agreement remain in full force and effect.  In addition to the terms of the Loan Agreement, as modified by this First Amendment,

Borrower consents to the provisions of the Term Note and Line Note; provided however, that to the extent any conflict exists between the Loan Agreement and the Notes, then this Loan Agreement shall be controlling.

LENDER	BORROWER
Bank of Oklahoma, N.A.	The Monarch Cement Company
By:  /s/ Jane Faulkenberry	By: /s/ Walter H. Wulf, Jr.
Name: Jane P. Faulkenberry	Name: Walter H. Wulf, Jr.
Title: Senior Vice President	Title: President and Chairman

CUSTOMER COPY

PROMISSORY NOTE - Fixed or Variable Rate - Commercial

DEBTOR(S) NAME AND ADDRESS	NOTE NUMBER         0001	DATE OF NOTE        12/31/02	MATURITY DATE             12/31/05	PRINCIPAL AMOUNT            $25,000,000.00
The Monarch Cement Company	CUSTOMER NUMBER        5296900	oNEW LOAN  x   RENEWAL OF LOAN(S) NUMBER: 001		OFFICER            JPF071
	o FIXED INTEREST RATE OF ______% PER ANNUM        INTEREST PAYABLE: __________________
449 1200 Street	xVARIABLE INTEREST RATE 1.25000% BELOW JPMorgan Chase Bank Prime
Humboldt, KS 66748-1000	INITIAL RATE 3.00000 % INTEREST PAYABLE QUARTERLY
	COLLATERAL CATEGORIES			SOCIAL SECURITY/TIN NUMBER:            48-0340590
PAYMENT   TERMS	See Exhibit "A" attached hereto and by this reference made an integral part hereof.			PURPOSE           Plant Expansion/Investments

FOR VALUE RECEIVED, the undersigned Debtor(s), jointly and severally if more than one, agree to the terms of this Note and promise to pay to the order of Lender named below at its place of business as indicated herein or at such other place as may be designated in writing by holder, the Principal Amount of this Note together with interest until maturity at the per annum Interest rate or rates stated above. Ifthe writing above indicates that the per annum interest rate is to vary with changes made from time to time in the base or prime rate of Lender or other financial institution, each change in the rate will become effective without notice to Debtor on the same day such base or prime rate is changed, unless a different effective date is specified above. The base or prime rate set forth above is determined by the named Financial Institution in its sole discretion primarily on a basis of its cost of funds, is not necessarily the lowest or highest rate the named Financial Institution is charging its customers, and is not necessarily a published rate. In the event the named Financial Institution fixing the base or prime rate ceases to exist or ceases to announce such a rate, lender may specify a new Financial Institution to fix such rate, in its sole discretion. Interest on this Note is calculated on the actual number of days elapsed on a basis of a 360 day year unless otherwise indicated herein. For purposes of computing interest and determining the date principal and interest payments are received, all payments made under this Note will not be deemed to have been made until such payments are received in collected funds.

PAYMENTS NOT MADE WHEN DUE. Any principal and/or interest amount not paid when due shall bear interest at a rate six percent (6%)per annum greater than the per annum interest rate prevailing on this Note at the time the unpaid amount became due, but in no event at a rate less than fifteen percent (15%) per annum. In addition or in the alternative to the interest rate provided for in this paragraph Lender may assess a charge of ten dollars ($10.00) times the number of days late to cover cost of past due notices and other expenses. In no event shall the interest rate and related charges either before or after maturity be greater than permitted by law.

ALL PARTIES PRINCIPALS. All parties liable for payment hereunder shall each be regarded as a principal and each party agrees that any party hereto with approval of holder and without notice to other parties may from time to time renew this Note or consent to one or more extensions or deferrals of Maturity Date for any term or terms, and all parties shall be liable in same manner as on original note. All parties liable for payment hereunder waive presentment, notice of dishonor and protest and consent to partial payments, substitutions or release of collateral and to addition or release of any party or guarantor.

ADVANCES AND PAYMENTS. It is agreed that the sum of all advances under this Note may exceed the Principal Amount as shown above, but the unpaid balance shall never exceed said Principal Amount. Advances and payments on Note shall be recorded on a schedule attached hereto or on the records of the Lender. Debtor appoints the Lender as Debtor's attorney in fact, irrevocably, to record advances and payments on the attached schedule or in the Lender's records. Records shall be prima facie evidence of such advances, payments and unpaid principal balance provided, however, that the failure to make a notation on the attached schedule or Lender's records with respect to any advance or payment shall not limit the obligation of the Debtor hereunder. Subsequent advances and the procedures described herein shall not be construed or interpreted as granting a continuing line of credit for Principal Amount. Lender reserves the right to apply any payment by Debtor, or for account of Debtor, toward this Note or any other obligation of Debtor to Lender.

COLLATERAL. This Note and all other obligations of Debtor to Lender, and all renewals or extensions thereof, are secured by all collateral securing this Note and by all other security interests heretofore or hereafter granted to Lender as more specifically described inSecurity Agreements and other securing documentation.

ACCELERATION. At option of holder, the unpaid balance of this Note and all other obligations of Debtor to holder, whether direct or indirect, absolute or contingent, now existing or hereafter arising, shall become immediately due and payable without notice or demand upon the occurrence or existence of any of the following events or conditions: (a) Any payment required by this Note or by any other note or obligation of Debtor to holder or to others is not made when due or the occurrence or existence of any event which results in acceleration of the maturity of any obligation of Debtor to holder or to others under any promissory note, agreement or undertaking; (b) Debtor defaults in performance of any covenant, obligation, warranty or provision contained in any loan agreement or in any instrument or document securing or relating to this Note or any other note or obligation of Debtor to holder or to others; (c) Any warranty, representation, financial information or statement made or furnished to Lender by or in behalf of Debtor proves to have been false in any material respect when made or furnished; /s/JPF (d) The making of any levy against or seizure garnishment or attachment of any collateral; (e) Any time Lender in good faith determines prospect of payment of this Note is Impaired (f)When in the judgment of Lender the collateral, if any, becomes unsatisfactory or insufficient either in character or value and upon request, Debtor fails to provide additional collateral as required by Lender; (g) Loss, theft, substantial damage or destruction of collateral, if any; (h) Death, dissolution, change in senior management, or termination of existence of any Debtor; or (i) Appointment of a receiver over any part of the property of any Debtor, the assignment of property by any Debtor for the benefit of creditors, or the commencement of any proceedings under any bankruptcy or insolvency laws by or against any party liable, directly or indirectly, hereunder.

WAIVERS. No waiver by holder of any payment or other right under this Note or any related agreement or documentation shall operate as a waiver of any other payment or right.

GOVERNING LAW. This Agreement shall be governed by the internal laws (and not the law of conflicts) of the State of Oklahoma. Any cause of action for a breach or enforcement of, or a declaratory judgment respecting, this agreement or any agreement related to the execution and delivery of this agreement shall be commenced and maintained only in the United States District Court for the Northern District of Oklahoma or the applicable Oklahoma state trial court sitting in Tulsa, Oklahoma and having subject matter jurisdiction; provided, however, any action to foreclose any deed of trust or real estate mortgage securing finance or repayment shall be brought in any county having mandatory venue thereof pursuant to the venue statutes of the State of Oklahoma.

COLLECTION COSTS. All parties liable for payment hereunder agree to pay reasonable costs of collection, including a reasonable attorney's fee.

RIGHT OF OFFSET. Any indebtedness due from holder hereof to Debtor or any party hereto including, but without limitation, any deposits or credit balances due from holder, is pledged to secure payment of this Note and any other obligation to holder of Debtor or any party hereto, and may at any time while the whole or any part of such obligation remains unpaid, either before or after Maturity hereof, be appropriated, held or applied toward the payment of this Note or any other obligation to holder of Debtor or any party hereto.

PURPOSE. Debtor affirms that the proceeds of this Note are to be used for a business or agricultural purpose and not for a personal, family or household purpose.

ENTIRE AGREEMENT. All parties acknowledge that this Note and related documents contain the complete and entire agreement between Debtor and Lender and no variation, modification, changes or amendments to this Note or related documents shall be binding unless in writing and signed by all parties. No legal relationship is created by the execution of this Note and related documents except that of debtor and creditor or as stated in writing.

LENDER NAME AND ADDRESS	DEBTOR(S) SIGNATURES(S)
	The Monarch Cement Company
Bank of Oklahoma, N.A.	/s/ Walter H. Wulf, Jr.
PO Box 268800	Walter H. Wulf, Jr.
Oklahoma City, OK 73126-8800	President

CUSTOMER

 Form BOK763 (02/01/02)  Copyright 1/89 American Bank Systems, Inc.

Exhibit "A"

to Promissory Note

Equal quarterly installments of principal and interest in an amount to equate to a seven year amortization of $25 million are due and payable on the last day of each calendar quarter, beginning March 31, 2003. The initial quarterly installments will be $994,676.22, applied first to interest then to principal. Either Lender or Borrower may elect to recalculate the payment installments on each 12 month anniversary date of this note based on the outstanding principal balance on that date, the current floating interest rate on that date, and the number of quarters remaining in the original 7 year amortization. All outstanding principal plus unpaid accrued interest will be due and payable at Maturity.

The Monarch Cement Company

Initials

/s/ WW	WHW, Jr.
/s/ BAV	BAV

CUSTOMER COPY

PROMISSORY NOTE - Fixed or Variable Rate - Commercial

DEBTOR(S) NAME AND ADDRESS	NOTE NUMBER         0002	DATE OF NOTE        12/31/02	MATURITY DATE             12/31/03	PRINCIPAL AMOUNT            $10,000,000.00
The Monarch Cement Company	CUSTOMER NUMBER        5296900	o NEW LOAN  x   RENEWAL OF LOAN(S) NUMBER: 0002		OFFICER            JPF071
	o FIXED INTEREST RATE OF ______% PER ANNUM        INTEREST PAYABLE: __________________
449 1200 Street	xVARIABLE INTEREST RATE 0.75000% BELOW JPMorgan Chase Bank Prime
Humboldt, KS 66748-1000	INITIAL RATE 3.50000 % INTEREST PAYABLE QUARTERLY
	COLLATERAL CATEGORIES			SOCIAL SECURITY/TIN NUMBER:            48-0340590
PAYMENT   TERMS	Accrued interest due and payable QUARTERLY, beginning 03/31/03 and QUARTERLY thereafter, with outstanding principal balance plus unpaid accrued interest due and payable on 12/31/03.			PURPOSE           Working Capital/Issuance of Letters of Credit

FOR VALUE RECEIVED, the undersigned Debtor(s), jointly and severally if more than one, agree to the terms of this Note and promise to pay to the order of Lender named below at its place of business as indicated herein or at such other place as may be designated in writing by holder, the Principal Amount of this Note together with interest until maturity at the per annum Interest rate or rates stated above. Ifthe writing above indicates that the per annum interest rate is to vary with changes made from time to time in the base or prime rate of Lender or other financial institution, each change in the rate will become effective without notice to Debtor on the same day such base or prime rate is changed, unless a different effective date is specified above. The base or prime rate set forth above is determined by the named Financial Institution in its sole discretion primarily on a basis of its cost of funds, is not necessarily the lowest or highest rate the named Financial Institution is charging its customers, and is not necessarily a published rate. In the event the named Financial Institution fixing the base or prime rate ceases to exist or ceases to announce such a rate, lender may specify a new Financial Institution to fix such rate, in its sole discretion. Interest on this Note is calculated on the actual number of days elapsed on a basis of a 360 day year unless otherwise indicated herein. For purposes of computing interest and determining the date principal and interest payments are received, all payments made under this Note will not be deemed to have been made until such payments are received in collected funds.

PAYMENTS NOT MADE WHEN DUE. Any principal and/or interest amount not paid when due shall bear interest at a rate six percent (6%)per annum greater than the per annum interest rate prevailing on this Note at the time the unpaid amount became due, but in no event at a rate less than fifteen percent (15%) per annum. In addition or in the alternative to the interest rate provided for in this paragraph Lender may assess a charge of ten dollars ($10.00) times the number of days late to cover cost of past due notices and other expenses. In no event shall the interest rate and related charges either before or after maturity be greater than permitted by law.

ALL PARTIES PRINCIPALS. All parties liable for payment hereunder shall each be regarded as a principal and each party agrees that any party hereto with approval of holder and without notice to other parties may from time to time renew this Note or consent to one or more extensions or deferrals of Maturity Date for any term or terms, and all parties shall be liable in same manner as on original note. All parties liable for payment hereunder waive presentment, notice of dishonor and protest and consent to partial payments, substitutions or release of collateral and to addition or release of any party or guarantor.

ADVANCES AND PAYMENTS. It is agreed that the sum of all advances under this Note may exceed the Principal Amount as shown above, but the unpaid balance shall never exceed said Principal Amount. Advances and payments on Note shall be recorded on a schedule attached hereto or on the records of the Lender. Debtor appoints the Lender as Debtor's attorney in fact, irrevocably, to record advances and payments on the attached schedule or in the Lender's records. Records shall be prima facie evidence of such advances, payments and unpaid principal balance provided, however, that the failure to make a notation on the attached schedule or Lender's records with respect to any advance or payment shall not limit the obligation of the Debtor hereunder. Subsequent advances and the procedures described herein shall not be construed or interpreted as granting a continuing line of credit for Principal Amount. Lender reserves the right to apply any payment by Debtor, or for account of Debtor, toward this Note or any other obligation of Debtor to Lender.

COLLATERAL. This Note and all other obligations of Debtor to Lender, and all renewals or extensions thereof, are secured by all collateral securing this Note and by all other security interests heretofore or hereafter granted to Lender as more specifically described inSecurity Agreements and other securing documentation.

ACCELERATION. At option of holder, the unpaid balance of this Note and all other obligations of Debtor to holder, whether direct or indirect, absolute or contingent, now existing or hereafter arising, shall become immediately due and payable without notice or demand upon the occurrence or existence of any of the following events or conditions: (a) Any payment required by this Note or by any other note or obligation of Debtor to holder or to others is not made when due or the occurrence or existence of any event which results in acceleration of the maturity of any obligation of Debtor to holder or to others under any promissory note, agreement or undertaking; (b) Debtor defaults in performance of any covenant, obligation, warranty or provision contained in any loan agreement or in any instrument or document securing or relating to this Note or any other note or obligation of Debtor to holder or to others; (c) Any warranty, representation, financial information or statement made or furnished to Lender by or in behalf of Debtor proves to have been false in any material respect when made or furnished; /s/JPF (d) The making of any levy against or seizure garnishment or attachment of any collateral; (e) Any time Lender in good faith determines prospect of payment of this Note is Impaired (f)When in the judgment of Lender the collateral, if any, becomes unsatisfactory or insufficient either in character or value and upon request, Debtor fails to provide additional collateral as required by Lender; (g) Loss, theft, substantial damage or destruction of collateral, if any; (h) Death, dissolution, change in senior management, or termination of existence of any Debtor; or (i) Appointment of a receiver over any part of the property of any Debtor, the assignment of property by any Debtor for the benefit of creditors, or the commencement of any proceedings under any bankruptcy or insolvency laws by or against any party liable, directly or indirectly, hereunder.

WAIVERS. No waiver by holder of any payment or other right under this Note or any related agreement or documentation shall operate as a waiver of any other payment or right.

GOVERNING LAW. This Agreement shall be governed by the internal laws (and not the law of conflicts) of the State of Oklahoma. Any cause of action for a breach or enforcement of, or a declaratory judgment respecting, this agreement or any agreement related to the execution and delivery of this agreement shall be commenced and maintained only in the United States District Court for the Northern District of Oklahoma or the applicable Oklahoma state trial court sitting in Tulsa, Oklahoma and having subject matter jurisdiction; provided, however, any action to foreclose any deed of trust or real estate mortgage securing finance or repayment shall be brought in any county having mandatory venue thereof pursuant to the venue statutes of the State of Oklahoma.

COLLECTION COSTS. All parties liable for payment hereunder agree to pay reasonable costs of collection, including a reasonable attorney's fee.

RIGHT OF OFFSET. Any indebtedness due from holder hereof to Debtor or any party hereto including, but without limitation, any deposits or credit balances due from holder, is pledged to secure payment of this Note and any other obligation to holder of Debtor or any party hereto, and may at any time while the whole or any part of such obligation remains unpaid, either before or after Maturity hereof, be appropriated, held or applied toward the payment of this Note or any other obligation to holder of Debtor or any party hereto.

PURPOSE. Debtor affirms that the proceeds of this Note are to be used for a business or agricultural purpose and not for a personal, family or household purpose.

ENTIRE AGREEMENT. All parties acknowledge that this Note and related documents contain the complete and entire agreement between Debtor and Lender and no variation, modification, changes or amendments to this Note or related documents shall be binding unless in writing and signed by all parties. No legal relationship is created by the execution of this Note and related documents except that of debtor and creditor or as stated in writing.

LENDER NAME AND ADDRESS	DEBTOR(S) SIGNATURES(S)
	The Monarch Cement Company
Bank of Oklahoma, N.A.	/s/ Walter H. Wulf, Jr.
PO Box 268800	Walter H. Wulf, Jr.
Oklahoma City, OK 73126-8800	President

CUSTOMER

 Form BOK763 (02/01/02)  Copyright 1/89 American Bank Systems, Inc.

EX-10

EXHIBIT 10.1(b)

BANK OF OKLAHOMA N.A.	Jane P. Faulkenberry
	Senior Vice President
Bank of Oklahoma Tower	918-588-6272
P 0. Box 2300	FAX: 918-280-3368
Tulsa, Oklahoma 74192	Jfaulkenberry@bokf.com

January 1, 2004

Ms. Debra Roe

Chief Financial Officer

The Monarch Cement Company

449 1200 Street

Humboldt, KS 66748

RE:  Second Amendment to Agreement dated January 1, 2001 between The Monarch Cement Company ("Borrower") and Bank of Oklahoma, N.A. ("Lender") in the aggregate amount of $35,000,000 (the "Loan Agreement"), as amended by First Amendment dated December 31, 2002.

Dear Debbie:

Bank of Oklahoma, N.A. ("Lender") is pleased to renew the $10,000,000 Revolving Line of Credit ("Revolving Line") subject to the terms of this letter amendment ("Second Amendment").

Section 2 of the Loan Agreement is hereby deleted and replaced with the following:

1.  The Revolving Line.  Lender agrees to loan Borrower up to $10,000,000 as Borrower may from time to time request as evidenced by a promissory note in the form attached as Exhibit A, maturing on December 31, 2004 (which together with any extensions, renewals and changes in form thereof, is hereinafter referred to as the "Line Note").  Advances under the Line Note shall be used for working capital and general corporate purposes, including issuance of letters of credit.

    1.1.  Provided there is no Event of Default, Borrower may advance, pay down, and re-advance funds on the Line Note.

    1.2.  Letters of Credit shall be issued pursuant to Lender's standard procedure, upon receipt by Lender of an application; provided that (a) no event of default has occurred and is continuing, and (b) the requested letter of credit will not expire after the maturity date of the Line Note.  Borrower shall pay all standard fees and costs charged by Lender in connection with the issuance of Letters of Credit.  Lender shall be reimbursed for drawings under the Letters of Credit either by Borrower or by an advance on the Line Note.

    1.3.  Borrower may prepay the Revolving Line in whole or part at any time without penalty.

    1.4.  Interest shall accrue and be payable quarterly as set forth in the Line Note at a floating interest rate of J.P. Morgan Chase prime rate less .75%.  The outstanding principal balance plus accrued interest shall be payable at maturity date of December 31, 2004.

TERMS AND CONDITIONS:  Unless otherwise agreed to in writing by Lender, all terms and conditions, representations, and warranties of Borrower in the Loan Agreement, as amended, remain in full force and effect.  In addition to the terms of the Loan Agreement, as amended, Borrower consents to the provisions of the Term Note and the Line Note; provided however, that to the extent any conflict exists between the Loan Agreement and the Notes, then the Loan Agreement shall be controlling.

LENDER	BORROWER
Bank of Oklahoma, N.A.	The Monarch Cement Company
By:  /s/ Jane Faulkenberry	By: /s/ Walter H. Wulf, Jr.
Name: Jane Faulkenberry	Name: Walter H. Wulf, Jr.
Title: Senior Vice President	Title: President

PROMISSORY NOTE

Principal $10,000,000.00	Loan Date 01-01-2004	Maturity 12-31-2004	Loan No 52969000002	Call /  Coll	Account	Officer 071	Initials
References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" has been omitted due to text length limitations.

Borrower:	The Monarch Cement Company (TIN: 48-0340590)	Lender:	Bank of Oklahoma, N.A.
	P.O. Box 1000		Healthcare Banking - 8th Floor
	Humboldt, KS 66748-0900		P.O. Box 2300
			Tulsa, OK 74192

 Principal Amount:$10,000,000.00   Initial Rate: 3.250%  Date of Note: January 1, 2004

PROMISE TO PAY. The Monarch Cement Company ("Borrower") promises to pay to Bank of Oklahoma, N.A. ("Lender"), or order, in lawful money of the United States of America, the principal amount of Ten Million & 00/100 Dollars ($10,000,000.00) or so much as may be outstanding, together with interest on the unpaid outstanding principal balance of each advance. Interest shall be calculated from the date of each advance until repayment of each advance.

PAYMENT. Borrower will pay this loan in one payment of all outstanding principal plus all accrued unpaid interest on December 31, 2004. In addition, Borrower will pay regular quarterly payments of all accrued unpaid interest due as of each payment date, beginning March 31, 2004, with all subsequent interest payments to be due on the same day of each quarter after that. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; and then to any unpaid collection costs. The annual interest rate for this Note is computed on a 365/360 basis; that is, by applying the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an independent index which is the JP Morgan Chase Bank Prime Rate (the "Index"). The Index is not necessarily the lowest rate charged by Lender on its loans. If the Index becomes unavailable during the term of this loan, Lender may designate a substitute Index after notice to Borrower. Lender will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more often than each day. Borrower understands that Lender may make loans based on other rates as well. The Index currently is 4.000% per annum. The interest rate to be applied to the unpaid principal balance of this Note will be at a rate of 0.750 percentage points under the Index, resulting in an initial rate of 3.250% per annum.  NOTICE: Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable law.

PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments of accrued unpaid interest. Rather, early payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender, All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: Bank of Oklahoma, N.A., P.O. Box 268800 Oklahoma City, OK 73126-8800.

INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, Lender, at its option, may, if permitted under applicable law, increase the variable interest rate on this Note to 18.000% per annum. The interest rate will not exceed the maximum rate permitted by applicable law.

DEFAULT. Each of the following shall constitute an event of default ("Event of Default") under this Note:

Payment Default. Borrower fails to make any payment when due under this Note.

Other Defaults. Borrower falls to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower.

Default in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's property or Borrower's ability to repay this Note or perform Borrower's obligations under this Note or any of the related documents.

False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter.

Insolvency. The dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower.

Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute.

Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party of any of the indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note.

Change In Ownership. Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower, subject to the change in ownership provision of the January 1, 2001 Agreement.

Adverse Change. A material adverse change occurs in Borrower's financial condition.

LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance under this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount.

ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including without limitation all attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law.

JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower against the other.

GOVERNING LAW. This Note will be governed by, construed and enforced in accordance with federal law and the laws of the State of Oklahoma. This Note has been accepted by Lender in the State of Oklahoma.

DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $23.00 if Borrower makes a payment on Borrower's loan and the check or other payment order including any preauthorized charge with which Borrower pays is later dishonored.

RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the debt against any and all such accounts.

COLLATERAL. This loan is unsecured.

LINE OF CREDIT. This Note evidences a revolving line of credit. Advances under this Note, as well as directions for payment from Borrower's accounts, may be requested orally or in writing by Borrower or by an authorized person. Lender may, but need not, require that all oral requests

	PROMISSORY NOTE
Loan No: 52969000002	(Continued)	Page 2

be confirmed in writing. Borrower agrees to be liable for all sums either: (A) advanced in accordance with the instructions of an authorized person or (B) credited to any of Borrower's accounts with Lender. The unpaid principal balance owing on this Note at any time may be evidenced by endorsements on this Note or by Lender's internal records, including daily computer print-outs. Lender will have no obligation to advance funds under this Note if: (A) Borrower or any guarantor is in default under the terms of this Note or any agreement that Borrower or any guarantor has with Lender, including any agreement made in connection with the signing of this Note; (B) Borrower or any guarantor ceases doing business or is insolvent; (C) any guarantor seeks, claims or otherwise attempts to limit, modify or revoke such guarantor's guarantee of this Note or any other loan with Lender; (D) Borrower has applied funds provided pursuant to this Note for purposes other than those authorized by Lender.

PAYMENTS. PAYMENTS SHOULD BE REMITTED TO: Bank of Oklahoma, P.O. Box 268800, Oklahoma City, OK 73126-8800.

PRIOR NOTE. This Promissory Note is an extension, renewal and/or modification of the Promissory Note dated December 31, 2002, in the principal amount of $10,000,000.00, from the Borrower to Lender.

SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender and its successors and assigns.

NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Please notify us if we report any inaccurate information about your account(s) to a consumer reporting agency. Your written notice describing the specific inaccuracy(ies) should be sent to us at the following address: Bank of Oklahoma, N.A. P.O. Box 2864 Tulsa, OK 74101-2864

GENERAL PROVISIONS. Lender maydelay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any part or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several.

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD All THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE.

BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.

BORROWER:

THE MONARCH CEMENT COMPANY

By: /s/ Walter H. Wulf, Jr.

      Walter H. Wulf, Jr., President of The Monarch

      Cement Company

EX-10

EXHIBIT 10.1(c)

BANK OF OKLAHOMA N.A.	Jane P. Faulkenberry
	Senior Vice President
Bank of Oklahoma Tower	918-588-6272
P 0. Box 2300	FAX: 918-280-3368
Tulsa, Oklahoma 74192	Jfaulkenberry@bokf.com

December 31, 2004

Ms. Debra Roe

Chief Financial Officer

The Monarch Cement Company

449 1200 Street

Humboldt, KS 66748

RE:  Third Amendment to Agreement dated January 1, 2001 between The Monarch Cement Company (“Borrower”) and Bank of Oklahoma, N.A. ("Lender") in the aggregate amount of $35,000,000 (the "Loan Agreement"), as amended by First Amendment dated December 31, 2002 and the Second Amendment dated December 31, 2003.

Dear Debbie:

Bank of Oklahoma, N.A. ("Lender") is pleased to renew and modify the Loan Agreement subject to the terms of this letter amendment ("Third Amendment").  Subject to the terms of the Loan Agreement, as amended, and this Third Amendment, the Commitment will be:  1) a $25,000,000 Term Loan ("Term Loan") that is an increase and renewal of the $25,000,000 Term Loan with a balance as of December 20, 2004 of $19,194,354.71 and 2) a $10,000,000 Revolving Line of Credit ("Revolving Line") that is a renewal of the $10,000,000 Revolving Line subject to the terms of this letter amendment ("Second Amendment").

Section 1 of the Loan Agreement is hereby deleted and replaced with the following:

1.  The Term Loan.  Lender agrees to loan Borrower $25,000,000 as evidenced by a promissory note in the form attached hereto as Exhibit A, maturing on December 31, 2009 (which, together with any extensions, renewals and changes in form thereof, is hereinafter referred to as the "Term Note").

    1.1.  The Term Note will be payable in equal quarterly installments of principal and interest in an amount to equate to a ten-year amortization, with such payments calculated using the interest rate in effect on December 31, 2004 (4.50%), provided however, that either Lender or Borrower may elect to recalculate the payment installments on the 12-month anniversary of this Third Amendment based on the outstanding principal balance on that date, the current floating interest rate on that date, and the number of quarters remaining in the original ten year amortization.  All outstanding principal and interest will be due and payable on December 31, 2009.

    1.2.  Interest shall accrue and be payable quarterly as set forth in the Term Note at a floating interest rate of the J.P. Morgan Chase prime rate less ..75%.

    1.3.  Borrower may prepay the Term Loan in whole or part at any time without penalty.

Section 2 of the Loan Agreement is hereby deleted and replaced with the following:

2.  The Revolving Line.  Lender agrees to loan Borrower up to $10,000,000 as Borrower may from time to time request as evidenced by a promissory note in the form attached as Exhibit B, maturing on December 31, 2005 (which together with any extensions, renewals and changes in form thereof, is hereinafter referred to as the "Line Note").  Advances under the Line Note shall be used for working capital and general corporate purposes, including issuance of letters of credit.

    2.1.  Provided there is no Event of Default, Borrower may advance, pay down, and re-advance funds on the Line Note.

    2.2.  Letters of Credit shall be issued pursuant to Lender's standard procedure, upon receipt by Lender of an application; provided that (a) no event of default has occurred and is continuing, and (b) the requested letter of credit will not expire after the maturity date of the Line Note.  Borrower shall pay all standard fees and costs charged by Lender in connection with the issuance of Letters of Credit.  Lender shall be reimbursed for drawings under the Letters of Credit either by Borrower or by an advance on the Line Note.

    2.3.  Borrower may prepay the Revolving Line in whole or part at any time without penalty.

    2.4.  Interest shall accrue and be payable quarterly as set forth in the Line Note at a floating interest rate of J.P. Morgan Chase prime rate less 1.00%.  The outstanding principal balance plus accrued interest shall be payable at maturity date of December 31, 2005.

TERMS AND CONDITIONS:  Unless otherwise agreed to in writing by Lender:

1.  Financial Statements:  Borrower will provide annual audited financial statements within 120 days of the end of each fiscal year and quarterly unaudited financial statements within 60 days after the end of each quarter.  Along with quarterly financial statements, Borrower will provide Lender with its internally-prepared analysis of cash sources and uses for the four-quarter period then ended, in form and content to be determined by Borrower and Lender as mutually acceptable.

2.  Capital Budget:  Borrower will provide to Lender, prior to the beginning of Borrower’s fiscal year and with quarterly updates thereafter, its capital spending budget in form and content determined by Borrower and Lender as mutually acceptable.  Upon reasonable request by Lender, Borrower will furnish copies of other information related to planned capital projects.

3.  Minimum Net Worth:  Borrower will maintain a minimum tangible net worth (in accordance with generally accepted accounting principles) of $80,000,000 determined on the last day of any fiscal quarter commencing with the quarter ending December 31, 2004.

4.  Sale or Merger:  Borrower will not sell to, merge or consolidate with any person or entity or permit any such merger or consolidation with the Borrower, except for:  a) mergers between Borrower and any of its subsidiaries or between any of its subsidiaries, and b) mergers in which Borrower is the surviving entity.

5.  Creation or Existence of Liens:  Borrower will not create or permit to exist any mortgage, pledge, lien, or other encumbrance on any of its property, personal or real, tangible or intangible, other than purchase money liens up to $1,000,000 in the aggregate related to the acquisition of assets of Borrower acquired in the ordinary course of business.

6.  Limitation on Indebtedness:  No limitation, other than Borrower will not create, assume, or incur:

    i)   Secured debt in the aggregate in excess of $1,000,000; and

    ii)  Unsecured debt (other than the Commitment herein) in the aggregate in excess of $2,000,000.

7.  Change in Ownership:  Borrower will not permit the sale or transfer of capital stock that results in a change in control of Borrower.  A change in control (as defined in Borrower's proxy statement) is any merger, consolidation, or disposition of all or substantially all of the assets of Borrower or any acquisition by any person or group of persons acting in concert who after such acquisition would own more than 30% of the Borrower's outstanding voting stock.

8.  Reimbursement of Expenses:  Borrower will pay all reasonable and customary out-of-pocket expenses incurred as part of the Loan Agreement, including but not limited to reasonable attorney's fees; however, there will be no costs to Borrower for preparation of this Third Amendment, absent material modifications or extended negotiations.

9.  General Terms:  Borrower agrees to maintain its properties, maintain insurance in amounts and against risks customary for Borrower's business, maintain all licenses and permits necessary to conduct Borrower's business, comply with laws including but not limited to environmental laws, and maintain its corporate existence in good standing.

EVENTS OF DEFAULT:

Borrower shall be in default under this Agreement upon the occurrence of any one or more of the following events or conditions, herein called "Default":

    1.  Any payment required under any Note or obligation of Borrower to Lender is not made within ten days of the due date.

    2.  Borrower fails to perform or comply with any covenant, obligation, warranty or provision in this Agreement or in any note or obligation of Borrower to Lender, and such default continues uncured for thirty days or more from date of occurrence.

    3.  Any warranty, representation, financial information, or statement made or furnished to Lender by or in behalf of Borrower proves to have been false in any material respect when made or furnished.

    4.  The condemnation, seizure or appropriation of substantially all, or such as in Lender's reasonable opinion constitutes a material portion, of the assets of Borrower.

    5.  The rendering against Borrower of one or more final judgments, decrees, or orders for payment not covered by insurance, and the continuance of such judgment or order unsatisfied and in effect for any period of thirty consecutive days without a stay of execution.

    6.  Dissolution or termination of existence of Borrower

    7.  Appointment of a receiver over any part of the property of Borrower, the assignment of property of Borrower for the benefit of creditors, or the commencement of any proceedings under any bankruptcy or insolvency laws by or against Borrower.

Upon the occurrence or the existence of a Default, Lender may, at its option and without notice or demand to Borrower, immediately declare due and payable all liabilities and obligations of Borrower to Lender and exercise all rights and remedies possessed by Lender.

GENERAL PROVISIONS:

Unless otherwise specified herein, all terms and conditions, representations, and warranties of Borrower in the Loan Agreement remain in full force and effect.  In addition to the terms of the Loan Agreement, as modified by this Third Amendment, Borrower consents to the provisions of the Term Note and the Line Note; provided however, that to the extent any conflict exists between the Loan Agreement and the Notes, then the Loan Agreement shall be controlling.

LENDER	BORROWER
Bank of Oklahoma, N.A.	The Monarch Cement Company
By:  /s/ Jane Faulkenberry	By: /s/ Walter H. Wulf, Jr.
Name: Jane Faulkenberry	Name: Walter H. Wulf, Jr.
Title: Senior Vice President	Title: President

PROMISSORY NOTE

Principal $25,000,000.00	Loan Date 12-31-2004	Maturity 12-31-2009	Loan No 52969000001	Call /  Coll	Account	Officer 071	Initials
References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" has been omitted due to text length limitations.

Borrower:	The Monarch Cement Company (TIN: 48-0340590)	Lender:	Bank of Oklahoma, N.A.
	449 1200 Street		Healthcare Banking - 8th Floor
	Humboldt, KS 66748-1000		P.O. Box 2300
			Tulsa, OK 74192

Principal Amount: $25,000,000.00 Initial Rate: 4.500% Date of Note: December 31, 2004

PROMISE TO PAY. The Monarch Cement Company ("Borrower") promises to pay to Bank of Oklahoma, N.A. ("Lender"), or order, in lawful money of the United States of America, the principal amount of Twenty-five Million & 00/100 Dollars ($25,000,000.00), together with interest on the unpaid principal balance from December 31, 2004, until paid in full.

PAYMENT. Subject to any payment changes resulting from changes in the Index, Borrower will pay this loan in 19 regular payments of $781,881.77 each and one irregular last payment estimated at $14,694,116.11 Borrower's first payment is due March 31, 2005 and all subsequent payments are due on the same day of each quarter after that. Borrower's final payment will be due on December 31, 2009, and will be for all principal and all accrued interest not yet paid. Payments include principal and interest. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; and then to any unpaid collection costs. The annual interest rate for this Note is computed on a 365/360 basis; that is, by applying the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an independent index which is the JP Morgan Chase Bank Prime Rate (the "Index"). The Index is not necessarily the lowest rate charged by Lender on its loans. If the Index becomes unavailable during the term of this loan, Lender may designate a substitute Index after notice to Borrower. Lender will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more often than each day. Borrower understands that Lender may make loans based on other rates as well. The Index currently is 5.250% per annum. The interest rate to be applied to the unpaid principal balance of this Note will be at a rate of 0.750 percentage points under the Index, resulting in an initial rate of 4.500% per annum. NOTICE: Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable law. Whenever increases occur in the interest rate, Lender, at its option, may do one or more of the following: (A) increase Borrower's payments to ensure Borrower's loan will pay off by its original final maturity date, (B) increase Borrower's payments to cover accruing interest, (C) increase the number of Borrower's payments, and (D) continue Borrower's payments at the same amount and increase Borrower's final payment. 

PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result in Borrower's making fewer payments. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender, All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: Bank of Oklahoma, N.A., P.O. Box 268800 Oklahoma City, OK 73126-8800.

INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, Lender, at its option, may, if permitted under applicable law, increase the variable interest rate on this Note to 18.000% per annum. The interest rate will not exceed the maximum rate permitted by applicable law.

DEFAULT. Each of the following shall constitute an event of default ("Event of Default") under this Note:

Payment Default. Borrower fails to make any payment when due under this Note.

Other Defaults. Borrower falls to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower.

Default in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's property or Borrower's ability to repay this Note or perform Borrower's obligations under this Note or any of the related documents.

False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter.

Insolvency. The dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower.

Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute.

Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party of any of the indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note.

Change In Ownership. Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower, subject to the change in ownership provision of the January 1, 2001 Agreement, as amended.

Adverse Change. A material adverse change occurs in Borrower's financial condition.

LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance under this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount.

ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including without limitation all attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law.

JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower against the other.

GOVERNING LAW. This Note will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of Oklahoma without regard to its conflicts of law provisions. This Note has been accepted by Lender in the State of Oklahoma.

CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Tulsa County, State of Oklahoma.

DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $23.00 if Borrower makes a payment on Borrower's loan and the check or other payment order including any preauthorized charge with which Borrower pays is later dishonored.

RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited

	PROMISSORY NOTE
Loan No: 52969000001	(Continued)	Page 2

by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the debt against any and all such accounts.

COLLATERAL. This loan is unsecured.

PAYMENTS. PAYMENTS SHOULD BE REMITTED TO: Bank of Oklahoma, P.O. Box 268800, Oklahoma City, OK 73126-8800.

RENEWAL STATEMENT. This Promissory Note is an extension, renewal and/or modification of the Promissory Note dated December 31, 2002 in the principal amount of $25,000.000.00 from the Borrower to Lender and is not a novation and shall be deemed effective as of the date set forth as the date such Promissory Note would have matured if not otherwise renewed or extended hereby. 

SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender and its successors and assigns.

NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Please notify us if we report any inaccurate information about your account(s) to a consumer reporting agency. Your written notice describing the specific inaccuracy(ies) should be sent to us at the following address: Bank of Oklahoma, N.A. P.O. Box 2864 Tulsa, OK 74101-2864.

GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any part or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several.

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD All THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE.

BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.

BORROWER:

THE MONARCH CEMENT COMPANY

By: /s/ Walter H. Wulf, Jr.

Walter H. Wulf, Jr., President of The Monarch

Cement Company

PROMISSORY NOTE

Principal $10,000,000.00	Loan Date 01-01-2005	Maturity 12-31-2005	Loan No 52969000002	Call /  Coll	Account	Officer 071	Initials
References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" has been omitted due to text length limitations.

Borrower:	The Monarch Cement Company (TIN: 48-0340590)	Lender:	Bank of Oklahoma, N.A.
	449 1200th Street		Healthcare Banking - 8th Floor
	Humboldt, KS 66748-1000		P.O. Box 2300
			Tulsa, OK 74192

 Principal Amount:$10,000,000.00   Initial Rate: 4.250%  Date of Note: January 1, 2005

PROMISE TO PAY. The Monarch Cement Company ("Borrower") promises to pay to Bank of Oklahoma, N.A. ("Lender"), or order, in lawful money of the United States of America, the principal amount of Ten Million & 00/100 Dollars ($10,000,000.00) or so much as may be outstanding, together with interest on the unpaid outstanding principal balance of each advance. Interest shall be calculated from the date of each advance until repayment of each advance.

PAYMENT. Borrower will pay this loan in one payment of all outstanding principal plus all accrued unpaid interest on December 31, 2005. In addition, Borrower will pay regular quarterly payments of all accrued unpaid interest due as of each payment date, beginning March 31, 2005, with all subsequent interest payments to be due on the same day of each quarter after that. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; and then to any unpaid collection costs. The annual interest rate for this Note is computed on a 365/360 basis; that is, by applying the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an independent index which is the JP Morgan Chase Bank Prime Rate (the "Index"). The Index is not necessarily the lowest rate charged by Lender on its loans. If the Index becomes unavailable during the term of this loan, Lender may designate a substitute Index after notice to Borrower. Lender will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more often than each day. Borrower understands that Lender may make loans based on other rates as well. The Index currently is 5.250% per annum. The interest rate to be applied to the unpaid principal balance of this Note will be at a rate of 1.000 percentage point under the Index, resulting in an initial rate of 4.250% per annum.  NOTICE: Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable law.

PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments of accrued unpaid interest. Rather, early payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender, All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: Bank of Oklahoma, N.A., P.O. Box 268800 Oklahoma City, OK 73126-8800.

INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, Lender, at its option, may, if permitted under applicable law, increase the variable interest rate on this Note to 18.000% per annum. The interest rate will not exceed the maximum rate permitted by applicable law.

DEFAULT. Each of the following shall constitute an event of default ("Event of Default") under this Note:

Payment Default. Borrower fails to make any payment when due under this Note.

Other Defaults. Borrower falls to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower.

Default in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's property or Borrower's ability to repay this Note or perform Borrower's obligations under this Note or any of the related documents.

False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter.

Insolvency. The dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower.

Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute.

Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party of any of the indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note.

Change In Ownership. Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower, subject to the change in ownership provision of the January 1, 2001 Agreement, as amended.

Adverse Change. A material adverse change occurs in Borrower's financial condition.

LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance under this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount.

ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including without limitation all attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law.

JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower against the other.

GOVERNING LAW. This Note will be governed by, construed and enforced in accordance with federal law and the laws of the State of Oklahoma. This Note has been accepted by Lender in the State of Oklahoma.

CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Tulsa County, State of Oklahoma.

DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $23.00 if Borrower makes a payment on Borrower's loan and the check or other payment order including any preauthorized charge with which Borrower pays is later dishonored.

RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the debt against any and all such accounts.

COLLATERAL. This loan is unsecured.

	PROMISSORY NOTE
Loan No: 52969000002	(Continued)	Page 2

LINE OF CREDIT. This Note evidences a revolving line of credit. Advances under this Note, as well as directions for payment from Borrower's accounts, may be requested orally or in writing by Borrower or by an authorized person. Lender may, but need not, require that all oral requests be confirmed in writing. Borrower agrees to be liable for all sums either: (A) advanced in accordance with the instructions of an authorized person or (B) credited to any of Borrower's accounts with Lender. The unpaid principal balance owing on this Note at any time may be evidenced by endorsements on this Note or by Lender's internal records, including daily computer print-outs. Lender will have no obligation to advance funds under this Note if: (A) Borrower or any guarantor is in default under the terms of this Note or any agreement that Borrower or any guarantor has with Lender, including any agreemeent made in connection with the signing of this Note; (B) Borrower or any guarantor ceases doing business or is insolvent; (C) any guarantor seeks, claims or otherwise attempts to limit, modify or revoke such guarantor's guarantee of this Note or any other loan with Lender; (D) Borrower has applied funds provided pursuant to this Note for purposes other than those authorized by Lender.

PAYMENTS. PAYMENTS SHOULD BE REMITTED TO: Bank of Oklahoma, P.O. Box 268800, Oklahoma City, OK 73126-8800.

RENEWAL STATEMENT. This Promissory Note is an extension, renewal and/or modification of the Promissory Note dated January 1, 2004, in the principal amount of $10,000,000.00, from the Borrower to Lender and is not a novation and shall be deemed effective as of the date set forth as the date such Promissory Note would have matured if not otherwise renewed or extended hereby. 

SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender and its successors and assigns.

NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Please notify us if we report any inaccurate information about your account(s) to a consumer reporting agency. Your written notice describing the specific inaccuracy(ies) should be sent to us at the following address: Bank of Oklahoma, N.A. P.O. Box 2864 Tulsa, OK 74101-2864.

GENERAL PROVISIONS. Lender maydelay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any part or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several.

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD All THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE.

BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.

BORROWER:

THE MONARCH CEMENT COMPANY

By: /s/ Walter H. Wulf, Jr.

      Walter H. Wulf, Jr., President of The Monarch

      Cement Company

EX-10

EXHIBIT 10.1(d)

 Jane P. Faulkenberry

 Senior Vice President

 918-588-6272

FAX: 918-280-3368

Jfaulkenberry@bokf.com 

January 1, 2006

Ms. Debra Roe

Chief Financial Officer

The Monarch Cement Company

449 1200 Street

Humboldt, KS 66748

RE: Fourth Amendment to Agreement dated January 1, 2001 between The Monarch Cement Company ("Borrower") and Bank of Oklahoma, N.A. ("Lender") in the aggregate amount of $35,000,000 (the "Loan Agreement"), as amended by First Amendment dated December 31, 2002, Second Amendment dated December 31, 2003 and Third Amendment dated December 31, 2004.

Dear Debbie:

Bank of Oklahoma, N.A. ("Lender") is pleased to renew and modify the Loan Agreement subject to the terms of this letter agreement ("Fourth Amendment'). Subject to the terms of the Loan Agreement, as amended, and this Fourth Amendment, the Commitment will be: 1) a $25,000,000 Term Loan ('Term Loan') with a balance as of December 27, 2005 of $23,613,405.13 and 2) a $10,000,000 Revolving Line of Credit ("Revolving Line") that is a renewal of the $10,000,000 Revolving Line subject to the terms of this letter amendment ('Fourth Amendment'). Section 2 of the Loan Agreement is hereby deleted and replaced with the following:

2. The Revolving Line. Lender agrees to loan Borrower up to $10,000,000 as Borrower may from time to time request as evidenced by a promissory note in the form attached as Exhibit B, maturing on December 31, 2006 (which together with any extensions, renewals and changes in form thereof, is hereinafter referred to as the "Line Note"). Advances under the Line Note shall be used for working capital and general corporate purposes, including issuance of letters of credit.

2.1. Provided there is no Event of Default, Borrower may advance, pay down, and re-advance funds on the Line Note.

2.2. Letters of Credit shall be issued pursuant to Lender's standard procedure, upon receipt by Lender of an application; provided that (a) no event of default has occurred and is continuing, and (b) the requested letter of credit will not expire after the maturity date of the Line Note. Borrower shall pay all standard fees and costs charged by Lender in connection with the issuance of Letters of Credit. Lender shall be reimbursed for drawings under the Letters of Credit either by Borrower or by an advance on the Line Note.

2.3. Borrower may repay the Revolving Line in whole or part at any time without penalty.

2.4. Interest shall accrue and be payable quarterly as set forth in the Line Note at a floating interest rate of BOKF National Prime less 1.00%. The outstanding principal balance plus accrued interest shall be payable at maturity date of December 31, 2006.

GENERAL PROVISIONS:

Unless otherwise specified herein, all terms and conditions, representations, and warranties of Borrower in the Loan Agreement remain in full force and effect. In addition to the terms of the Loan Agreement, as modified by this Fourth Amendment, Borrower consents to the provisions of the Term Note and the Line Note; provided however, that to the extent any conflict exists between the Loan Agreement and the Notes, then the Loan Agreement shall be controlling.

LENDER:	BORROWER:
Bank of Oklahoma, N.A.	The Monarch Cement Company
By:  /s/ Jane Faulkenberry	By: /s/ Walter H. Wulf, Jr.
Jane Faulkenberry	Walter H. Wulf, Jr.
Senior Vice President	President

PROMISSORY NOTE

Principal $10,000,000.00	Loan Date 01-01-2006	Maturity 12-31-2006	Loan No 52969000002	Call /  Coll	Account	Officer 071	Initials
References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" has been omitted due to text length limitations.

Borrower:	The Monarch Cement Company (TIN: 48-0340590)	Lender:	Bank of Oklahoma, N.A.
	449 1200th Street		Healthcare Banking - 8th Floor
	Humboldt, KS 66748-1000		P.O. Box 2300
			Tulsa, OK 74192

 Principal Amount:$10,000,000.00   Initial Rate: 6.250%  Date of Note: January 1, 2006

PROMISE TO PAY. The Monarch Cement Company ("Borrower") promises to pay to Bank of Oklahoma, N.A. ("Lender"), or order, in lawful money of the United States of America, the principal amount of Ten Million & 00/100 Dollars ($10,000,000.00) or so much as may be outstanding, together with interest on the unpaid outstanding principal balance of each advance. Interest shall be calculated from the date of each advance until repayment of each advance.

PAYMENT. Borrower will pay this loan in one payment of all outstanding principal plus all accrued unpaid interest on December 31, 2006. In addition, Borrower will pay regular quarterly payments of all accrued unpaid interest due as of each payment date, beginning March 31, 2006, with all subsequent interest payments to be due on the same day of each quarter after that. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to any late charges; and then to any unpaid collection costs. The annual interest rate for this Note is computed on a 365/360 basis; that is, by applying the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an independent index which is the BOKF National Prime Rate, described as the rate of interest set by BOK Financial Corporation, in its sole discretion, on a daily basis as published by BOK Financial Corporation ("BOKF") from time to time (the "Index"). The Index is not necessarily the lowest rate charged by Lender on its loans and is set by Lender in its sole discretion. If the Index becomes unavailable during the term of this loan, Lender may designate a substitute Index after notice to Borrower. Lender will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more often than each day. Borrower understands that Lender may make loans based on other rates as well. The Index currently is 7.250% per annum. The interest rate to be applied to the unpaid principal balance of this Note will be at a rate of 1.000 percentage point under the Index, resulting in an initial rate of 6.250% per annum.  NOTICE: Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable law.

PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments of accrued unpaid interest. Rather, early payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender, All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: Bank of Oklahoma, N.A., P.O. Box 268800 Oklahoma City, OK 73126-8800.

LATE CHARGE. If a payment is 15 days or more late, Borrower will be charged $50.00.

INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, Lender, at its option, may, if permitted under applicable law, increase the variable interest rate on this Note to 18.000% per annum. The interest rate will not exceed the maximum rate permitted by applicable law.

DEFAULT. Each of the following shall constitute an event of default ("Event of Default") under this Note:

Payment Default. Borrower fails to make any payment when due under this Note.

Other Defaults. Borrower falls to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower.

Default in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's property or Borrower's ability to repay this Note or perform Borrower's obligations under this Note or any of the related documents.

False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter.

Insolvency. The dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower.

Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute.

Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party of any of the indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note.

Change In Ownership. Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower, subject to the change in ownership provision of the January 1, 2001 Agreement, as amended.

Adverse Change. A material adverse change occurs in Borrower's financial condition.

LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance under this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount.

ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including without limitation all attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law.

JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower against the other.

GOVERNING LAW. This Note will be governed by, construed and enforced in accordance with federal law and the laws of the State of Oklahoma. This Note has been accepted by Lender in the State of Oklahoma.

CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Tulsa County, State of Oklahoma.

DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $23.00 if Borrower makes a payment on Borrower's loan and the check or other payment order including any preauthorized charge with which Borrower pays is later dishonored.

RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the debt against any and all

	PROMISSORY NOTE
Loan No: 52969000002	(Continued)	Page 2

such accounts.

COLLATERAL. This loan is unsecured.

LINE OF CREDIT. This Note evidences a revolving line of credit. Advances under this Note, as well as directions for payment from Borrower's accounts, may be requested orally or in writing by Borrower or by an authorized person. Lender may, but need not, require that all oral requests be confirmed in writing. Borrower agrees to be liable for all sums either: (A) advanced in accordance with the instructions of an authorized person or (B) credited to any of Borrower's accounts with Lender. The unpaid principal balance owing on this Note at any time may be evidenced by endorsements on this Note or by Lender's internal records, including daily computer print-outs. Lender will have no obligation to advance funds under this Note if: (A) Borrower or any guarantor is in default under the terms of this Note or any agreement that Borrower or any guarantor has with Lender, including any agreemeent made in connection with the signing of this Note; (B) Borrower or any guarantor ceases doing business or is insolvent; (C) any guarantor seeks, claims or otherwise attempts to limit, modify or revoke such guarantor's guarantee of this Note or any other loan with Lender; (D) Borrower has applied funds provided pursuant to this Note for purposes other than those authorized by Lender.

PAYMENTS. PAYMENTS SHOULD BE REMITTED TO: Bank of Oklahoma, P.O. Box 268800, Oklahoma City, OK 73126-8800.

RENEWAL STATEMENT. This Promissory Note is an extension, renewal and/or modification of the Promissory Note dated January 1, 2005, in the principal amount of $10,000,000.00, from the Borrower to Lender and is not a novation and shall be deemed effective as of the date set forth as the date such Promissory Note would have matured if not otherwise renewed or extended hereby.

SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender and its successors and assigns.

GENERAL PROVISIONS. Lender maydelay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any part or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several.

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD All THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE.

BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.

BORROWER:

THE MONARCH CEMENT COMPANY

By: /s/ Walter H. Wulf, Jr.

      Walter H. Wulf, Jr., President of The Monarch

      Cement Company

EX-10

EXHIBIT 10.1(e)

 Jane P. Faulkenberry

 Senior Vice President

 918-588-6272

FAX: 918-280-3368

Jfaulkenberry@bokf.com 

December 31, 2006

Ms. Debra Roe

Chief Financial Officer

The Monarch Cement Company

449 1200 Street

Humboldt, KS 66748

RE: Fifth Amendment to Agreement dated January 1, 2001 between The Monarch Cement Company ("Borrower") and Bank of Oklahoma, N.A. ("Lender") in the aggregate amount of $35,000,000 (the "Loan Agreement"), as amended by First Amendment dated December 31, 2002, Second Amendment dated December 31, 2003, Third Amendment dated December 31, 2004 and Fourth Amendment dated January 1, 2006.

Dear Debbie:

Bank of Oklahoma, N.A. ("Lender") is pleased to renew and modify the Loan Agreement subject to the terms of this letter agreement ("Fifth Amendment"). Subject to the terms of the Loan Agreement, as amended, and this Fifth Amendment, the Commitment will be: 1) a $25,000,000 Term Loan ("Term Loan") with a balance as of December 7, 2006 of $21,863,143.26 and 2) a $15,000,000 Revolving Line of Credit ("Revolving Line") that is a renewal and increase of the $10,000,000 Revolving Line subject to the terms of this letter amendment ("Fifth Amendment").

Section 2 of the Loan Agreement is hereby deleted and replaced with the following:

2. The Revolving Line. Lender agrees to loan Borrower up to $15,000,000 as Borrower may from time to time request as evidenced by a promissory note in the form attached as Exhibit B, maturing on December 31, 2007 (which together with any extensions, renewals and changes in form thereof, is hereinafter referred to as the "Line Note"). Advances under the Line Note shall be used for working capital and general corporate purposes, including issuance of letters of credit.

2.1 Provided there is no Event of Default, Borrower may advance, pay down, and re-advance funds on the Line Note.

2.2 Letters of Credit shall be issued pursuant to Lender's standard procedure, upon receipt by Lender of an application; provided that (a) no event of default has occurred and is continuing, and (b) the requested letter of credit will not expire after the maturity date of the Line Note. Borrower shall pay all standard fees and costs charged by Lender in connection with the issuance of Letters of Credit. Lender shall be reimbursed for drawings under the Letters of Credit either by Borrower or by an advance on the Line Note.

2.3 Borrower may repay the Revolving Line in whole or part at any time without penalty.

2.4. Interest shall accrue and be payable quarterly as set forth in the Line Note at a floating interest rate of BOKF National Prime less 1.00%. The outstanding principal balance plus accrued interest shall be payable at maturity date of December 31, 2007.

TERMS AND CONDITIONS: Unless otherwise agreed to in writing by Lender:

1. Financial Statements: Borrower will provide annual audited financial statements within 120 days of the end of each fiscal year and quarterly unaudited financial statements within 60 days after the end of each quarter. Along with quarterly financial statements, Borrower will provide Lender with its internally-prepared analysis of cash sources and uses for the four-quarter period then ended, in form and content to be determined by Borrower and Lender as mutually acceptable.

2. Capital Budget: Borrower will provide to Lender, prior to the beginning of Borrower's fiscal year and with quarterly updates thereafter, its capital spending budget in form and content determined by Borrower and Lender as mutually acceptable. Upon reasonable request by Lender, Borrower will furnish copies of other information related to planned capital projects.

3. Minimum Net Worth: Borrower's tangible net worth will be determined on the last day of any fiscal quarter commencing with the quarter ending 12/31/2006, as defined below:

a. Tangible Net Worth: Borrower will maintain a minimum Tangible Net Worth (in accordance with generally accepted accounting principles) of $60,000,000.

b. Adjusted Tangible Net Worth: Borrower will maintain a minimum Adjusted Tangible Net Worth of $90,000,000. Adjusted Tangible Net Worth is defined as Tangible Net Worth before balance sheet adjustments made for pension and retirement benefits to comply with FASB 158, "Employers' Accounting for Defined Benefit Pension and Other Post-Retirement Plans."

4. Sale or Merger: Borrower will not sell to, merge or consolidate with any person or entity or permit any such merger or consolidation with the Borrower, except for:

a. mergers between Borrower and any of its subsidiaries or between any of its subsidiaries, and

b. mergers in which Borrower is the surviving entity.

5. Creation or Existence of Liens: Borrower will not create or permit to exist any mortgage, pledge, lien or other encumbrance on any of its property, personal or real, tangible or intangible, other than purchase money liens up to $1,000,000 in the aggregate related to the acquisition of assets of Borrower acquired in the ordinary course of business.

6. Limitation on Indebtedness: No limitation, other than Borrower will not create, assume or incur:

a. Secured debt in the aggregate in excess of $1,000,000; and

b. Unsecured debt (other than the Commitment herein) in the aggregate in excess of $2,000,000.

7. Change in Ownership: Borrower will not permit the sale or transfer of capital stock that results in a change in control of Borrower. A change in control (as defined in Borrower's proxy statement) is any merger, consolidation or disposition of all or substantially all of the assets of Borrower or any acquisition by any person or group of persons acting in concert who after such acquisition would own more than 30% of the Borrower's outstanding voting stock.

8. Reimbursement of Expenses: Borrower will pay all reasonable and customary out-of-pocket expenses incurred as part of the Loan Agreement, including but not limited to reasonable attorney's fees; however, there will be no costs to Borrower for preparation of this Fifth Amendment, absent material modifications or extended negotiations.

9. General Terms: Borrower agrees to maintain its properties, maintain insurance in amounts and against risks customary for Borrower's business, maintain all licenses and permits necessary to conduct Borrower's business, comply with laws including but not limited to environmental laws, and maintain its corporate existence in good standing.

EVENTS OF DEFAULT: Borrower shall be in default under this Agreement upon the occurrence of any one or more of the following events or conditions, herein called "Default":

1. Any payment required under any Note or obligation of Borrower to Lender is not made within ten days of the due date.

2. Borrower fails to perform or comply with any covenant, obligation, warranty or provision in this Agreement or in any note or obligation of Borrower to Lender, and such default continues uncured for thirty days or more from date of occurrence.

3. Any warranty, representation, financial information, or statement made or furnished to Lender by or on behalf of Borrower proves to have been false in any material respect when made or furnished.

4. The condemnation, seizure or appropriation of substantially all, or such as in Lender's reasonable opinion constitutes a material portion of the assets of the Borrower.

5. The rendering against Borrower of one or more final judgments, decrees or orders for payment not covered by insurance, and the continuance of such judgment or order unsatisfied and in effect for any period of thirty consecutive days without a stay of execution.

6. Dissolution or termination of existence of Borrower.

7. Appointment of a receiver over any part of the property of Borrower, the assignment of property of Borrower for the benefit of creditors or the commencement of any proceedings under any bankruptcy or insolvency laws by or against Borrower.

Upon the occurrence or the existence of a Default, Lender may, at its option and without notice or demand to Borrower, immediately declare due and payable all liabilities and obligations of Borrower to Lender and exercise all rights and remedies possessed by Lender.

GENERAL PROVISIONS:

Unless otherwise specified herein, all terms and conditions, representations, and warranties of Borrower in the Loan Agreement remain in full force and effect. In addition to the terms of the Loan Agreement, as modified by this Fifth Amendment, Borrower consents to the provisions of the Term Note and the Line Note; provided however, that to the extent any conflict exists between the Loan Agreement and the Notes, then the Loan Agreement shall be controlling.

LENDER:	BORROWER:
Bank of Oklahoma, N.A.	The Monarch Cement Company
By:  /s/ Jane Faulkenberry	By: /s/ Walter H. Wulf, Jr.
Jane Faulkenberry	Walter H. Wulf, Jr.
Senior Vice President	President

PROMISSORY NOTE

Principal $15,000,000.00	Loan Date 12-31-2006	Maturity 12-31-2007	Loan No 52969000002	Call /  Coll 04A0	Account	Officer 946	Initials
References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" has been omitted due to text length limitations.

Borrower:	The Monarch Cement Company (TIN: 48-0340590)	Lender:	Bank of Oklahoma, N.A.
	449 1200th Street		Healthcare Banking - 8th Floor
	Humboldt, KS 66748-1000		P.O. Box 2300
			Tulsa, OK 74192

 Principal Amount:$15,000,000.00   Initial Rate: 7.250%  Date of Note:December 31, 2006

PROMISE TO PAY. The Monarch Cement Company ("Borrower") promises to pay to Bank of Oklahoma, N.A. ("Lender"), or order, in lawful money of the United States of America, the principal amount of Fifteen Million & 00/100 Dollars ($15,000,000.00) or so much as may be outstanding, together with interest on the unpaid outstanding principal balance of each advance. Interest shall be calculated from the date of each advance until repayment of each advance.

PAYMENT. Borrower will pay this loan in one payment of all outstanding principal plus all accrued unpaid interest on December 31, 2007. In addition, Borrower will pay regular quarterly payments of all accrued unpaid interest due as of each payment date, beginning March 31, 2007, with all subsequent interest payments to be due on the same day of each quarter after that. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to any late charges; and then to any unpaid collection costs. The annual interest rate for this Note is computed on a 365/360 basis; that is, by applying the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an independent index which is the BOKF National Prime Rate, described as the rate of interest set by BOK Financial Corporation, in its sole discretion, on a daily basis as published by BOK Financial Corporation ("BOKF") from time to time (the "Index"). The Index is not necessarily the lowest rate charged by Lender on its loans and is set by Lender in its sole discretion. If the Index becomes unavailable during the term of this loan, Lender may designate a substitute Index after notice to Borrower. Lender will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more often than each day. Borrower understands that Lender may make loans based on other rates as well. The Index currently is 8.250% per annum. The interest rate to be applied to the unpaid principal balance during this Note will be at a rate of 1.000 percentage point under the Index, resulting in an initial rate of 7.250% per annum. NOTICE: Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable law.

PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments of accrued unpaid interest. Rather, early payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender, All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: Bank of Oklahoma, N.A., P.O. Box 268800 Oklahoma City, OK 73126-8800.

LATE CHARGE. If a payment is 15 days or more late, Borrower will be charged $50.00.

INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the interest rate on this Note shall be increased to 18.000% per annum. However, in no event will the interest rate exceed the maximum interest rate limitations under applicable law.

DEFAULT. Each of the following shall constitute an event of default ("Event of Default") under this Note:

Payment Default. Borrower fails to make any payment when due under this Note.

Other Defaults. Borrower falls to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower.

Default in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's property or Borrower's ability to repay this Note or perform Borrower's obligations under this Note or any of the related documents.

False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter.

Insolvency. The dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower.

Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute.

Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party of any of the indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note.

Change In Ownership. Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower, subject to the change in ownership provision of the December 31, 2006 Agreement, as amended.

Adverse Change. A material adverse change occurs in Borrower's financial condition.

LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance under this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount.

ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including without limitation all attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law.

JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower against the other.

GOVERNING LAW. This Note will be governed by, construed and enforced in accordance with federal law and the laws of the State of Oklahoma. This Note has been accepted by Lender in the State of Oklahoma.

CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Tulsa County, State of Oklahoma.

DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $23.00 if Borrower makes a payment on Borrower's loan and the check or other payment order including any preauthorized charge with which Borrower pays is later dishonored.

RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the debt against any and all such accounts.

	PROMISSORY NOTE
Loan No: 52969000002	(Continued)	Page 2

LINE OF CREDIT. This Note evidences a revolving line of credit. Advances under this Note, as well as directions for payment from Borrower's accounts, may be requested orally or in writing by Borrower or by an authorized person. Lender may, but need not, require that all oral requests be confirmed in writing. Borrower agrees to be liable for all sums either: (A) advanced in accordance with the instructions of an authorized person or (B) credited to any of Borrower's accounts with Lender. The unpaid principal balance owing on this Note at any time may be evidenced by endorsements on this Note or by Lender's internal records, including daily computer print-outs. Lender will have no obligation to advance funds under this Note if: (A) Borrower or any guarantor is in default under the terms of this Note or any agreement that Borrower or any guarantor has with Lender, including any agreemeent made in connection with the signing of this Note; (B) Borrower or any guarantor ceases doing business or is insolvent; (C) any guarantor seeks, claims or otherwise attempts to limit, modify or revoke such guarantor's guarantee of this Note or any other loan with Lender; (D) Borrower has applied funds provided pursuant to this Note for purposes other than those authorized by Lender.

PAYMENTS. PAYMENTS SHOULD BE REMITTED TO: Bank of Oklahoma, P.O. Box 268800, Oklahoma City, OK 73126-8800.

RENEWAL STATEMENT. This Promissory Note is an extension, renewal and/or modification of the Promissory Note dated January 1, 2006, in the principal amount of $10,000,000.00, from the Borrower to Lender and is not a novation and shall be deemed effective as of the date set forth as the date such Promissory Note would have matured if not otherwise renewed or extended hereby.

SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender and its successors and assigns.

GENERAL PROVISIONS. If any part of this Note cannot be enforced, this fact will not affect the rest of the Note. Lender maydelay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any part or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several.

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD All THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE.

BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.

BORROWER:

THE MONARCH CEMENT COMPANY

By: /s/ Walter H. Wulf, Jr.

      Walter H. Wulf, Jr., President of The Monarch

      Cement Company

EX-10

EXHIBIT 10.1(f)

 Jane P. Faulkenberry

 Senior Vice President

 918-588-6272

FAX: 918-280-3368

Jfaulkenberry@bokf.com 

December 31, 2007

Ms. Debra Roe

Chief Financial Officer

The Monarch Cement Company

449 1200 Street

Humboldt, KS 66748

RE: Sixth Amendment to Agreement dated January 1, 2001 between The Monarch Cement Company ("Borrower") and Bank of Oklahoma, N.A. ("Lender") in the aggregate amount of $35,000,000 (the "Loan Agreement"), as amended by First Amendment dated December 31, 2002, Second Amendment dated December 31, 2003, Third Amendment dated December 31, 2004, Fourth Amendment dated January 1, 2006 and Fifth Amendment dated December 31, 2006.

Dear Debbie:

Bank of Oklahoma, N.A. ("Lender") is pleased to renew and modify the Loan Agreement subject to the terms of this letter agreement ("Sixth Amendment"). Subject to the terms of the Loan Agreement, as amended, and this Sixth Amendment, the Commitment will be: 1) a $25,000,000 Term Loan ("Term Loan") with a balance as of December 6, 2007 of $19,916,206.59 and 2) a $15,000,000 Revolving Line of Credit ("Revolving Line") that is a renewal of the $15,000,000 Revolving Line subject to the terms of this letter amendment ("Sixth Amendment").

Section 2 of the Loan Agreement is hereby deleted and replaced with the following:

2. The Revolving Line. Lender agrees to loan Borrower up to $15,000,000 as Borrower may from time to time request as evidenced by a promissory note in the form attached as Exhibit B, maturing on December 31, 2008 (which together with any extensions, renewals and changes in form thereof, is hereinafter referred to as the "Line Note"). Advances under the Line Note shall be used for working capital and general corporate purposes, including issuance of letters of credit.

2.1 Provided there is no Event of Default, Borrower may advance, pay down, and re-advance funds on the Line Note.

2.2 Letters of Credit shall be issued pursuant to Lender's standard procedure, upon receipt by Lender of an application; provided that (a) no event of default has occurred and is continuing, and (b) the requested letter of credit will not expire after the maturity date of the Line Note. Borrower shall pay all standard fees and costs charged by Lender in connection with the issuance of Letters of Credit. Lender shall be reimbursed for drawings under the Letters of Credit either by Borrower or by an advance on the Line Note.

2.3 Borrower may repay the Revolving Line in whole or part at any time without penalty.

2.4. Interest shall accrue and be payable quarterly as set forth in the Line Note at a floating interest rate of BOKF National Prime less 1.25%. The outstanding principal balance plus accrued interest shall be payable at maturity date of December 31, 2008.

TERMS AND CONDITIONS: Unless otherwise agreed to in writing by Lender:

1. Financial Statements: Borrower will provide annual audited financial statements within 120 days of the end of each fiscal year and quarterly unaudited financial statements within 60 days after the end of each quarter. Along with quarterly financial statements, Borrower will provide Lender with its internally-prepared analysis of cash sources and uses for the four-quarter period then ended, in form and content to be determined by Borrower and Lender as mutually acceptable.

2. Capital Budget: Borrower will provide to Lender, prior to the beginning of Borrower's fiscal year and with quarterly updates thereafter, its capital spending budget in form and content determined by Borrower and Lender as mutually acceptable. Upon reasonable request by Lender, Borrower will furnish copies of other information related to planned capital projects.

3. Minimum Net Worth: Borrower will maintain a minimum tangible net worth (in accordance with generally accepted accounting principles) of $90,000,000 determined on the last day of any fiscal quarter commencing with the quarter ending December 31, 2007.

4. Sale or Merger: Borrower will not sell to, merge or consolidate with any person or entity or permit any such merger or consolidation with the Borrower, except for:

a. mergers between Borrower and any of its subsidiaries or between any of its subsidiaries, and

b. mergers in which Borrower is the surviving entity.

5. Creation or Existence of Liens: Borrower will not create or permit to exist any mortgage, pledge, lien or other encumbrance on any of its property, personal or real, tangible or intangible, other than purchase money liens up to $1,000,000 in the aggregate related to the acquisition of assets of Borrower in the ordinary course of business.

6. Limitation on Indebtedness: No limitation, other than Borrower will not create, assume or incur:

a. Secured debt in the aggregate in excess of $1,000,000; and

b. Unsecured debt (other than the Commitment herein) in the aggregate in excess of $2,000,000.

7. Change in Ownership: Borrower will not permit the sale or transfer of capital stock that results in a change in control of Borrower. A change in control (as defined in Borrower's proxy statement) is any merger, consolidation or disposition of all or substantially all of the assets of Borrower or any acquisition by any person or group of persons acting in concert who after such acquisition would own more than 30% of the Borrower's outstanding voting stock.

8. Reimbursement of Expenses: Borrower will pay all reasonable and customary out-of-pocket expenses incurred as part of the Loan Agreement, including but not limited to reasonable attorney's fees; however, there will be no costs to Borrower for preparation of this Sixth Amendment, absent material modifications or extended negotiations.

9. General Terms: Borrower agrees to maintain its properties, maintain insurance in amounts and against risks customary for Borrower's business, maintain all licenses and permits necessary to conduct Borrower's business, comply with laws including but not limited to environmental laws, and maintain its corporate existence in good standing.

EVENTS OF DEFAULT: Borrower shall be in default under this Agreement upon the occurrence of any one or more of the following events or conditions, herein called "Default":

1. Any payment required under any Note or obligation of Borrower to Lender is not made within ten days of the due date.

2. Borrower fails to perform or comply with any covenant, obligation, warranty or provision in this Agreement or in any note or obligation of Borrower to Lender, and such default continues uncured for thirty days or more from date of occurrence.

3. Any warranty, representation, financial information, or statement made or furnished to Lender by or on behalf of Borrower proves to have been false in any material respect when made or furnished.

4. The condemnation, seizure or appropriation of substantially all, or such as in Lender's reasonable opinion constitutes a material portion of the assets of the Borrower.

5. The rendering against Borrower of one or more final judgments, decrees or orders for payment not covered by insurance, and the continuance of such judgment or order unsatisfied and in effect for any period of thirty consecutive days without a stay of execution.

6. Dissolution or termination of existence of Borrower.

7. Appointment of a receiver over any part of the property of Borrower, the assignment of property of Borrower for the benefit of creditors or the commencement of any proceedings under any bankruptcy or insolvency laws by or against Borrower.

Upon the occurrence or the existence of a Default, Lender may, at its option and without notice or demand to Borrower, immediately declare due and payable all liabilities and obligations of Borrower to Lender and exercise all rights and remedies possessed by Lender.

GENERAL PROVISIONS:

Unless otherwise specified herein, all terms and conditions, representations, and warranties of Borrower in the Loan Agreement remain in full force and effect. In addition to the terms of the Loan Agreement, as modified by this Sixth Amendment, Borrower consents to the provisions of the Term Note and the Line Note; provided however, that to the extent any conflict exists between the Loan Agreement and the Notes, then the Loan Agreement shall be controlling.

LENDER:	BORROWER:
Bank of Oklahoma, N.A.	The Monarch Cement Company
By:  /s/ Jane Faulkenberry	By: /s/ Walter H. Wulf, Jr.
Jane Faulkenberry	Walter H. Wulf, Jr.
Senior Vice President	President

PROMISSORY NOTE

Principal $15,000,000.00	Loan Date 12-31-2007	Maturity 12-31-2008	Loan No 52969000002	Call /  Coll 04A0/001 - SOK	Account	Officer 946	Initials
References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" has been omitted due to text length limitations.

Borrower:	The Monarch Cement Company (TIN: 48-0340590)	Lender:	Bank of Oklahoma, N.A.
	449 1200th Street		P.O. Box 2300
	Humboldt, KS 66748-1000		Tulsa, OK 74102

 Principal Amount:$15,000,000.00   Initial Rate: 6.000%  Date of Note:December 31, 2007

PROMISE TO PAY. The Monarch Cement Company ("Borrower") promises to pay to Bank of Oklahoma, N.A. ("Lender"), or order, in lawful money of the United States of America, the principal amount of Fifteen Million & 00/100 Dollars ($15,000,000.00) or so much as may be outstanding, together with interest on the unpaid outstanding principal balance of each advance. Interest shall be calculated from the date of each advance until repayment of each advance.

PAYMENT. Borrower will pay this loan in one payment of all outstanding principal plus all accrued unpaid interest on December 31, 2008. In addition, Borrower will pay regular quarterly payments of all accrued unpaid interest due as of each payment date, beginning March 31, 2008, with all subsequent interest payments to be due on the same day of each quarter after that. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; and then to any unpaid collection costs. The annual interest rate for this Note is computed on a 365/360 basis; that is, by applying the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an independent index which is the BOKF National Prime Rate, described as the rate of interest set by BOK Financial Corporation, in its sole discretion, on a daily basis as published by BOK Financial Corporation ("BOKF") from time to time (the "Index"). The Index is not necessarily the lowest rate charged by Lender on its loans and is set by Lender in its sole discretion. If the Index becomes unavailable during the term of this loan, Lender may designate a substitute Index after notice to Borrower. Lender will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more often than each day. Borrower understands that Lender may make loans based on other rates as well. The Index currently is 7.250% per annum. The interest rate to be applied to the unpaid principal balance during this Note will be at a rate of 1.250 percentage points under the Index, resulting in an initial rate of 6.000% per annum. NOTICE: Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable law.

PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments of accrued unpaid interest. Rather, early payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender, All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: Bank of Oklahoma, N.A., P.O. Box 268800 Oklahoma City, OK 73126-8800.

INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the interest rate on this Note shall be increased to 18.000% per annum. However, in no event will the interest rate exceed the maximum interest rate limitations under applicable law.

DEFAULT. Each of the following shall constitute an event of default ("Event of Default") under this Note:

Payment Default. Borrower fails to make any payment when due under this Note.

Other Defaults. Borrower falls to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower.

Default in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's property or Borrower's ability to repay this Note or perform Borrower's obligations under this Note or any of the related documents.

False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter.

Insolvency. The dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower.

Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute.

Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party of any of the indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note.

Change In Ownership. Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower, subject to the change in ownership provision of the December 31, 2007 Agreement, as amended.

Adverse Change. A material adverse change occurs in Borrower's financial condition.

LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance under this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount.

ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including without limitation all attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law.

JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower against the other.

GOVERNING LAW. This Note will be governed by, construed and enforced in accordance with federal law and the laws of the State of Oklahoma. This Note has been accepted by Lender in the State of Oklahoma.

CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Tulsa County, State of Oklahoma.

DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $23.00 if Borrower makes a payment on Borrower's loan and the check or other payment order including any preauthorized charge with which Borrower pays is later dishonored.

RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether

	PROMISSORY NOTE
Loan No: 52969000002	(Continued)	Page 2

checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the debt against any and all such accounts.

LINE OF CREDIT. This Note evidences a revolving line of credit. Advances under this Note, as well as directions for payment from Borrower's accounts, may be requested orally or in writing by Borrower or by an authorized person. Lender may, but need not, require that all oral requests be confirmed in writing. Borrower agrees to be liable for all sums either: (A) advanced in accordance with the instructions of an authorized person or (B) credited to any of Borrower's accounts with Lender. The unpaid principal balance owing on this Note at any time may be evidenced by endorsements on this Note or by Lender's internal records, including daily computer print-outs.

PAYMENTS. PAYMENTS SHOULD BE REMITTED TO: Bank of Oklahoma, P.O. Box 268800, Oklahoma City, OK 73126-8800.

RENEWAL STATEMENT. This Promissory Note is an extension, renewal and/or modification of the Promissory Note dated December 31, 2006, in the principal amount of $15,000,000.00, from the Borrower to Lender and is not a novation and shall be deemed effective as of the date set forth as the date such Promissory Note would have matured if not otherwise renewed or extended hereby.

SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender and its successors and assigns.

GENERAL PROVISIONS. If any part of this Note cannot be enforced, this fact will not affect the rest of the Note. Lender maydelay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any part or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several.

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD All THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE.

BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.

BORROWER:

THE MONARCH CEMENT COMPANY

By: /s/ Walter H. Wulf, Jr.

      Walter H. Wulf, Jr., President of The Monarch

      Cement Company

EX-10

Exhibit 10.1(g)

Sarah N. Reavis

Vice President

918-588-6867

FAX: 918-295-0400
sreavis@bokf.com

December 31, 2008

Ms. Debra Roe

Chief Financial Officer

The Monarch Cement Company

449 1200 Street

Humboldt, KS 66748

RE: Seventh Amendment to Agreement dated January 1, 2001 between The Monarch Cement Company ("Borrower") and Bank of Oklahoma, N.A. ("Lender") in the aggregate amount of $35,000,000 (the "Loan Agreement"), as amended by First Amendment dated December 31, 2002, Second Amendment dated December 31, 2003, Third Amendment dated December 31, 2004, Fourth Amendment dated January 1, 2006, Fifth Amendment dated December 31, 2006 and Sixth Amendment dated December 31, 2007.

Dear Debbie:

Bank of Oklahoma, N.A. ("Lender") is pleased to renew and modify the Loan Agreement subject to the terms of this letter agreement ("Seventh Amendment"). Subject to the terms of the Loan Agreement, as amended, and this Seventh Amendment, the Commitment will be: 1) a $17,825,569.45 Term Loan ("Term Loan") that is a renewal of the outstanding balance of the $25,000,000 Term Loan dated December 31, 2004 and 2) $15,000,000 Revolving Line of Credit ("Revolving Line") that is a renewal of the $15,000,000 Revolving Line subject to the terms of this letter amendment ("Seventh Amendment").

Section 1 of the Loan Agreement is hereby deleted and replaced with the following:

1. The Term Loan. Lender agrees to renew the remaining $17,825,569.45 balance of the $25,000,000 Term Loan dated December 31, 2004 to Borrower as evidenced by a promissory note in the form attached hereto as Exhibit A, maturing on December 31, 2014 (which, together with any extensions, renewals and changes in form thereof, is hereinafter referred to as the "Term Note").

1.1 The Term Note will be payable in equal quarterly installments of principal and interest in an amount to equate to a 6-year amortization, with such payments calculated using the interest rate in effect on December 31, 2008, provided however, that either Lender or Borrower may elect to recalculate the payment installments on the 12-month anniversary of this Seventh Amendment based on the outstanding principal balance on that date, the current floating interest rate on that date, and the number of quarters remaining in the 6-year amortization. All outstanding principal and interest will be due and payable on December 31, 2014.

1.2 Interest shall accrue and be payable quarterly as set forth in the Term Note at a floating interest rate of BOKF National Prime less .75%. Under no circumstances will the rate on the Term Loan be less than 3.00%

1.3 Borrower may prepay the Term Note in whole or part at any time without penalty.

Section 2 of the Loan Agreement is hereby deleted and replaced with the following:

2. The Revolving Line. Lender agrees to loan Borrower up to $15,000,000 as Borrower may from time to time request as evidenced by a promissory note in the form attached as Exhibit B, maturing on December 31, 2009 (which together with any extensions, renewals and changes in form thereof, is hereinafter referred to as the "Line Note"). Advances under the Line Note shall be used for working capital and general corporate purposes, including issuance of letters of credit.

2.1 Provided there is no Event of Default, Borrower may advance, pay down, and re-advance funds on the Line Note.

2.2 Letters of Credit shall be issued pursuant to Lender's standard procedure, upon receipt by Lender of an application; provided that (a) no event of default has occurred and is continuing, and (b) the requested letter of credit will not expire after the maturity date of the Line Note. Borrower shall pay all standard fees and costs charged by Lender in connection with the issuance of Letters of Credit. Lender shall be reimbursed for drawings under the Letters of Credit either by Borrower or by an advance on the Line Note.

2.3 Borrower may repay the Revolving Line in whole or part at any time without penalty.

2.4 Interest shall accrue and be payable quarterly as set forth in the Line Note at a floating interest rate of BOKF National Prime less 1.25%. Under no circumstances will the rate on the Revolving Line be less than 2.50%. The outstanding principal balance plus accrued interest shall be payable at maturity date of December 31, 2009.

TERMS AND CONDITIONS: Unless otherwise agreed to in writing by Lender:

1. Financial Statements: Borrower will provide annual audited financial statements within 120 days of the end of each fiscal year and quarterly unaudited financial statements within 60 days after the end of each quarter. Along with quarterly financial statements, Borrower will provide Lender with its internally-prepared analysis of cash sources and uses for the four-quarter period then ended, in form and content to be determined by Borrower and Lender as mutually acceptable.

2. Capital Budget: Borrower will provide to Lender, prior to the beginning of Borrower's fiscal year and with quarterly updates thereafter, its capital spending budget in form and content determined by Borrower and Lender as mutually acceptable. Upon reasonable request by Lender, Borrower will furnish copies of other information related to planned capital projects.

3. Minimum Net Worth: Borrower's tangible net worth will be determined on the last day of any fiscal quarter commencing with the quarter ending 12/31/08, as defined below:

a. Tangible Net Worth: Borrower will maintain a minimum Tangible Net Worth (in accordance with generally accepted accounting principles) of $90,000,000.

b. Adjusted Tangible Net Worth: Borrower will maintain a minimum Adjusted Tangible Net Worth of $95,000,000. Adjusted Tangible Net Worth is defined as Tangible Net Worth before Other Comprehensive Income. For purposes of the Adjusted Tangible Net Worth calculation, Other Comprehensive Income will be the same as "Accumulated other comprehensive income (loss)" as presented in the audited financial statements of the Borrower.

4. Sale or Merger: Borrower will not sell to, merge or consolidate with any person or entity or permit any such merger or consolidation with the Borrower, except for:

a. mergers between Borrower and any of its subsidiaries or between any of its subsidiaries, and

b. mergers in which Borrower is the surviving entity.

5. Creation or Existence of Liens: Borrower will not create or permit to exist any mortgage, pledge, lien or other encumbrance on any of its property, personal or real, tangible or intangible, other than purchase money liens up to $1,000,000 in the aggregate related to the acquisition of assets of Borrower in the ordinary course of business.

6. Limitation on Indebtedness: No limitation, other than Borrower will not create, assume or incur:

a. Secured debt in the aggregate in excess of $1,000,000; and

b. Unsecured debt (other than the Commitment herein) in the aggregate in excess of $2,000,000.

7. Change in Ownership: Borrower will not permit the sale or transfer of capital stock that results in a change in control of Borrower. A change in control (as defined in Borrower's proxy statement) is any merger, consolidation or disposition of all or substantially all of the assets of Borrower or any acquisition by any person or group of persons acting in concert who after such acquisition would own more than 30% of the Borrower's outstanding voting stock.

8. Reimbursement of Expenses: Borrower will pay all reasonable and customary out-of-pocket expenses incurred as part of the Loan Agreement, including but not limited to reasonable attorney's fees; however, there will be no costs to Borrower for preparation of this Seventh Amendment, absent material modifications or extended negotiations.

9. General Terms: Borrower agrees to maintain its properties, maintain insurance in amounts and against risks customary for Borrower's business, maintain all licenses and permits necessary to conduct Borrower's business, comply with laws including but not limited to environmental laws and maintain its corporate existence in good standing.

EVENTS OF DEFAULT: Borrower shall be in default under this Agreement upon the occurrence of any one or more of the following events or conditions, herein called "Default":

1. Any payment required under any Note or obligation of Borrower to Lender is not made within ten days of the due date.

2. Borrower fails to perform or comply with any covenant, obligation, warranty or provision in this Agreement or in any note or obligation of Borrower to Lender, and such default continues uncured for thirty days or more from date of occurrence.

3. Any warranty, representation, financial information or statement made or furnished to Lender by or on behalf of Borrower proves to have been false in any material respect when made or furnished.

4. The condemnation, seizure or appropriation of substantially all, or such as in Lender's reasonable opinion constitutes a material portion of the assets of the Borrower.

5. The rendering against Borrower of one or more final judgments, decrees or orders for payment not covered by insurance, and the continuance of such judgment or order unsatisfied and in effect for any period of thirty consecutive days without a stay of execution.

6. Dissolution or termination of existence of Borrower.

7. Appointment of a receiver over any part of the property of Borrower, the assignment of property of Borrower for the benefit of creditors or the commencement of any proceedings under any bankruptcy or insolvency laws by or against Borrower.

Upon the occurrence or the existence of a Default, Lender may, at its option and without notice or demand to Borrower, immediately declare due and payable all liabilities and obligations of Borrower to Lender and exercise all rights and remedies possessed by Lender.

GENERAL PROVISIONS:

Unless otherwise specified herein, all terms and conditions, representations, and warranties of Borrower in the Loan Agreement remain in full force and effect. In addition to the terms of the Loan Agreement, as modified by this Seventh Amendment, Borrower consents to the provisions of the Term Note and the Line Note; provided however, that to the extent any conflict exists between the Loan Agreement and the Notes, then the Loan Agreement shall be controlling.

LENDER:	BORROWER:
Bank of Oklahoma, N.A.	The Monarch Cement Company
By: /s/ Sarah N. Reavis	By: /s/ Walter H. Wulf, Jr.
Sarah N. Reavis	Walter H. Wulf, Jr.
Vice President	President

PROMISSORY NOTE

Principal $17,247,117.38	Loan Date 12-31-2008	Maturity 12-31-2014	Loan No 52969000001	Call /  Coll 04A0/001 - SOK	Account	Officer 946	Initials
References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" has been omitted due to text length limitations.

Borrower:	The Monarch Cement Company (TIN: 48-0340590)	Lender:	Bank of Oklahoma, N.A.
	449 1200 Street		P.O. Box 2300
	Humboldt, KS 66748-1000		Tulsa, OK 74102

Principal Amount: $17,247,117.38 Date of Note: December 31, 2008

PROMISE TO PAY. The Monarch Cement Company ("Borrower") promises to pay to Bank of Oklahoma, N.A. ("Lender"), or order, in lawful money of the United States of America, the principal amount of Seventeen Million Two Hundred Forty-seven Thousand One Hundred Seventeen and 38/100 Dollars ($17,247,117.38), together with interest on the unpaid principal balance from December 31, 2008, until paid in full.

PAYMENT. Subject to any payment changes resulting from changes in the Index, Borrower will pay this loan in 24 payments of $794,926.35 each payment. Borrower's first payment is due March 31, 2009 and all subsequent payments are due on the same day of each quarter after that. Borrower's final payment will be due on December 31, 2014, and will be for all principal and all accrued interest not yet paid. Payments include principal and interest. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; and then to any unpaid collection costs. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an index which is the BOKF National Prime Rate, described as the rate of interest set by BOK Financial Corporation, in its sole discretion, on a daily basis as published by BOK Financial Corporation ("BOKF") from time to time (the "Index"). The Index is not necessarily the lowest rate charged by Lender on its loans and is set by Lender in its sole discretion. If the Index becomes unavailable during the term of this loan, Lender may designate a substitute Index after notifying Borrower. Lender will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more often than each day. Borrower understands that Lender may make loans based on other rates as well. The Index currently is 4.000% per annum. The interest rate to be applied to the unpaid principal balance of this Note will be calculated as described in the "INTEREST CALCULATION METHOD" paragraph using a rate of 0.750 percentage points under the Index, adjusted if necessary for any minimum and maximum rate limitations described below, resulting in an initial rate of 3.250% per annum based on a year of 360 days. NOTICE: Under no circumstances will the interest rate on this Note be less than 3.000% per annum or more than the maximum rate allowed by applicable law. Whenever increases occur in the interest rate, Lender, at its option, may do one or more of the following: (A) increase Borrower's payments to ensure Borrower's loan will pay off by its original final maturity date, (B) increase Borrower's payments to cover accruing interest, (C) increase the number of Borrower's payments, and (D) continue Borrower's payments at the same amount and increase Borrower's final payment. 

INTEREST CALCULATION METHOD. Interest on this Note is computed on a 365/360 basis: that is, by applying the ratio of the interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. All interest payable under this Note is computed using this method.

PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result in Borrower's making fewer payments. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender, All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: Bank of Oklahoma, N.A., P.O. Box 248818 Oklahoma City, OK 73124-8818.

INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, Lender, at its option, may, if permitted under applicable law, increase the variable interest rate on this Note to 18.000% per annum based on a year of 360 days. However, in no event will the interest rate exceed the maximum interest rate limitations under applicable law.

DEFAULT. Each of the following shall constitute an event of default ("Event of Default") under this Note:

Payment Default. Borrower fails to make any payment when due under this Note.

Other Defaults. Borrower falls to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower.

Default in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's property or Borrower's ability to repay this Note or perform Borrower's obligations under this Note or any of the related documents.

False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter.

Insolvency. The dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower.

Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute.

Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party of any of the indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note.

Change In Ownership. Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower, subject to the change in ownership provision of the December 31, 2008 Agreement, as amended.

Adverse Change. A material adverse change occurs in Borrower's financial condition.

LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance under this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount.

ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including without limitation all attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law.

JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower against the other.

GOVERNING LAW. This Note will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of

	PROMISSORY NOTE
Loan No: 52969000001	(Continued)	Page 2

the State of Oklahoma without regard to its conflicts of law provisions. This Note has been accepted by Lender in the State of Oklahoma.

CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Tulsa County, State of Oklahoma.

DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $23.00 if Borrower makes a payment on Borrower's loan and the check or other payment order including any preauthorized charge with which Borrower pays is later dishonored.

RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not Include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the debt against any and all such accounts.

PAYMENTS. PAYMENTS SHOULD BE REMITTED TO: Bank of Oklahoma, P.O. Box 248818, Oklahoma City, OK 73124-8818.

RENEWAL STATEMENT. This Promissory Note is an extension, renewal and/or modification of the Promissory Note dated December 31, 2004 in the principal amount of $25,000.000.00 from the Borrower to Lender and is not a novation and shall be deemed effective as of the date set forth as the date such Promissory Note would have matured if not otherwise renewed or extended hereby.

PAYMENT ADJUSTED ANNUALLY. Interest rate adjustments as described in the Variable Interest Rate section above will be made on the day the index rate changes. ANNUALLY beginning December 31, 2009, the PAYMENT AMOUNT will be adjusted to amortize the unpaid principal balance over the term at the current interest rate with a final payment of unpaid principal and accrued interest due on December 31, 2014.

SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender and its successors and assigns.

GENERAL PROVISIONS. If any part of this Note cannot be enforced, this fact will not affect the rest of the Note. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any part or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several.

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD All THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE.

BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.

BORROWER:

THE MONARCH CEMENT COMPANY

By: /s/ Walter H. Wulf, Jr.

Walter H. Wulf, Jr., President of The Monarch

Cement Company

PROMISSORY NOTE

Principal $15,000,000.00	Loan Date 12-31-2008	Maturity 12-31-2009	Loan No 52969000002	Call /  Coll 4AO /  001	Account	Officer 946	Initials
References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" has been omitted due to text length limitations.

Borrower:	The Monarch Cement Company (TIN:	Lender:	Bank of Oklahoma, N.A.
	48-0340590)		P.O. Box 2300
	449 1200 Street		Tulsa, OK 74102
	Humboldt, KS 66748-1000

Principal Amount:  $15,000,000.00    Date of Note: December 31, 2008

PROMISE TO PAY. The Monarch Cement Company ("Borrower") promises to pay to Bank of Oklahoma, N.A. ("Lender"), or order, in lawful money of the United States of America, the principal amount of Fifteen Million & 00/100 Dollars ($15,000,000.00) or so much as may be outstanding, together with interest on the unpaid outstanding principal balance of each advance. Interest shall be calculated from the date of each advance until repayment of each advance.

PAYMENT. Borrower will pay this loan in one payment of all outstanding principal plus all accrued unpaid interest on December 31, 2009. In addition, Borrower will pay regular quarterly payments of all accrued unpaid interest due as of each payment date, beginning March 31, 2009, with all subsequent interest payments to be due on the same day of each quarter after that. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; and then to any unpaid collection costs. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an index which is the BOKF National Prime Rate, described as the rate of interest set by BOK Financial Corporation, in its sole discretion, on a daily basis as published by BOK Financial Corporation ("BOKF") from time to time (the "Index"). The Index is not necessarily the lowest rate charged by Lender on its loans and is set by Lender in its sole discretion. If the Index becomes unavailable during the term of this loan, Lender may designate a substitute Index after notifying Borrower. Lender will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more often than each day. Borrower understands that Lender may make loans based on other rates as well. The Index currently is 4.000% per annum. The interest rate to be applied to the unpaid principal balance of this Note will be calculated as described in the "INTEREST CALCULATION METHOD" paragraph using a rate of 1.250 percentage points under the Index, adjusted if necessary for any minimum and maximum rate limitations described below, resulting in an initial rate of 2.750% per annum based on a year of 360 days. NOTICE: Under no circumstances will the interest rate on this Note be less than 2.500% per annum or more than the maximum rate allowed by applicable law.

INTEREST CALCULATION METHOD. Interest on this Note is computed on a 365/360 basis: that is, by applying the ratio of the interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. All interest payable under this Note is computed using this method.

PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments of accrued unpaid interest. Rather, early payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: Bank of Oklahoma, N.A., P.O. Box 248818 Oklahoma City, OK 73124-8818.

INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the interest rate on this Note shall be increased to 18.000% per annum based on a year of 360 days. However, in no event will the interest rate exceed the maximum interest rate limitations under applicable law.

DEFAULT. Each of the following shall constitute an event of default ("Event of Default") under this Note:

Payment Default. Borrower fails to make any payment when due under this Note.

Other Defaults. Borrower falls to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower.

Default in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's property or Borrower's ability to repay this Note or perform Borrower's obligations under this Note or any of the related documents.

False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter.

Insolvency. The dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower.

Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute.

Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party of any of the indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note.

Change In Ownership. Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower, subject to the change in ownership provision of the December 31, 2008 Agreement as amended.

Adverse Change. A material adverse change occurs in Borrower's financial condition.

LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance under this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount.

ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including without limitation all attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law.

JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower against the other.

GOVERNING LAW. This Note will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of Oklahoma without regard to its conflicts of law provisions. This Note has been accepted by Lender in the State of Oklahoma.

CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Tulsa County,

	PROMISSORY NOTE
Loan No: 52969000002	(Continued)	Page 2

State of Oklahoma.

DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $23.00 if Borrower makes a payment on Borrower's loan and the check or other payment order including any preauthorized charge with which Borrower pays is later dishonored.

RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the debt against any and all such accounts.

LINE OF CREDIT. This Note evidences a revolving line of credit. Advances under this Note, as well as directions for payment from Borrower's accounts, may be requested orally or in writing by Borrower or by an authorized person. Lender may, but need not, require that all oral requests be confirmed in writing. Borrower agrees to be liable for all sums either: (A) advanced in accordance with the instructions of an authorized person or (B) credited to any of Borrower's accounts with Lender. The unpaid principal balance owing on this Note at any time may be evidenced by endorsements on this Note or by Lender's internal records, including daily computer print-outs. Lender will have no obligation to advance funds under this Note if: (A) Borrower or any guarantor is in default under the terms of this Note or any agreement that Borrower or any guarantor has with Lender, including any agreement made in connection with the signing of this Note; (B) Borrower or any guarantor ceases doing business or is insolvent; (C) any guarantor seeks, claims or otherwise attempts to limit, modify or revoke such guarantor's guarantee of this Note or any other loan with Lender; (D) Borrower has applied funds provided pursuant to this Note for purposes other than those authorized by Lender.

PAYMENTS. PAYMENTS SHOULD BE REMITTED TO: Bank of Oklahoma, P.O. Box 248818, Oklahoma City, OK 73124-8818.

RENEWAL STATEMENT. This Promissory Note is an extension, renewal and/or modification of the Promissory Note dated December 31, 2008 in the principal amount of $15,000.000.00 from the Borrower to Lender and is not a novation and shall be deemed effective as of the date set forth as the date such Promissory Note would have matured if not otherwise renewed or extended hereby.

SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender and its successors and assigns.

GENERAL PROVISIONS. If any part of this Note cannot be enforced, this fact will not affect the rest of the Note. Lender maydelay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any part or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several.

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD All THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE.

BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.

BORROWER:

THE MONARCH CEMENT COMPANY

By: /s/ Walter H. Wulf, Jr.

      Walter H. Wulf, Jr., President of The Monarch

      Cement Company

EX-10

Exhibit 10.1(h)

Bershunda J. Burnett
Vice President
918-588-6425
FAX: 918-295-0400
bburnett@bokf.com

December 31, 2009

Ms. Debra Roe
Chief Financial Officer
The Monarch Cement Company
449 1200 Street
Humboldt, KS 66748

RE:  Eighth Amendment to Agreement dated January 1, 2001 between The Monarch Cement Company ("Borrower") and Bank of Oklahoma, N.A. ("Lender") in the aggregate amount of $35,000,000 (the "Loan Agreement"), as amended by First Amendment dated December 31, 2002, Second Amendment dated December 31, 2003, Third Amendment dated December 31, 2004, Fourth Amendment dated January 1, 2006, Fifth Amendment dated December 31, 2006, Sixth Amendment dated December 31, 2007, and Seventh Amendment dated December 31, 2008.

Dear Debbie:

Bank of Oklahoma, N.A. ("Lender") is pleased to renew and modify the Loan Agreement subject to the terms of this letter agreement ("Eighth Amendment").  Subject to the terms of the Loan Agreement, as amended, and this Eighth Amendment, the Commitment will be:  1) a $17,825,569.45 Term Loan ("Term Loan") with a balance of $15,265,369.87 as of December 14, 2009 and 2) $15,000,000 Revolving Line of Credit ("Revolving Line") that is a renewal of the $15,000,000 Revolving Line subject to the terms of this letter amendment ("Eighth Amendment"). 

Section 2 of the Loan Agreement is hereby deleted and replaced with the following:

2. The Revolving Line.  Lender agrees to loan Borrower up to $15,000,000 as Borrower may from time to time request as evidenced by a promissory note in the form attached as Exhibit B, maturing on December 31, 2010 (which together with any extensions, renewals and changes in form thereof, is hereinafter referred to as the "Line Note").  Advances under the Line Note shall be used for working capital and general corporate purposes, including issuance of letters of credit.

2.1 Provided there is no Event of Default, Borrower may advance, pay down, and re-advance funds on the Line Note. 

Page 1 of 4

2.2   Letters of Credit shall be issued pursuant to Lender's standard procedure, upon receipt by Lender of an application; provided that (a) no event of default has occurred and is continuing, and (b) the requested letter of credit will not expire after the maturity date of the Line Note.  Borrower shall pay all standard fees and costs charged by Lender in connection with the issuance of Letters of Credit.  Lender shall be reimbursed for drawings under the Letters of Credit either by Borrower or by an advance on the Line Note.

2.3 Borrower may repay the Revolving Line in whole or part at any time without penalty.

2.4 Interest shall accrue and be payable quarterly as set forth in the Line Note at a floating interest rate of BOKF National Prime less 0.50%.  Under no circumstances will the rate on the Revolving Line be less than 3.50%.  The outstanding principal balance plus accrued interest shall be payable at maturity date of December 31, 2010. 

TERMS AND CONDITIONS:  Unless otherwise agreed to in writing by Lender: 

1.   Financial Statements:  Borrower will provide annual audited financial statements within 120 days of the end of each fiscal year and quarterly unaudited financial statements within 60 days after the end of each quarter.  Along with quarterly financial statements, Borrower will provide Lender with its internally-prepared analysis of cash sources and uses for the four-quarter period then ended, in form and content to be determined by Borrower and Lender as mutually acceptable.

2.   Capital Budget:  Borrower will provide to Lender, prior to the beginning of Borrower's fiscal year and with quarterly updates thereafter, its capital spending budget in form and content determined by Borrower and Lender as mutually acceptable.  Upon reasonable request by Lender, Borrower will furnish copies of other information related to planned capital projects. 

3.   Minimum Net Worth:  Borrower's tangible net worth will be determined on the last day of any fiscal quarter commencing with the quarter ending 12/31/2009, as defined below: 

 a. Tangible Net Worth:  Borrower will maintain a minimum Tangible Net Worth (in accordance with generally accepted accounting principles) of $90,000,000.

 b. Adjusted Tangible Net Worth:  Borrow will maintain a minimum Adjusted Tangible Net Worth of $95,000,000.  Adjusted Tangible Net Worth is defined as Tangible Net Worth before Other Comprehensive Income.  For purposes of the Adjusted Tangible Net Worth calculation, Other Comprehensive Income will be the same as "Accumulated other comprehensive income (loss)" as presented in the audited financial statements of the Borrower.

Page 2 of 4

4.    Sale or Merger:  Borrower will not sell to, merge or consolidate with any person or entity or permit any such merger or consolidation with the Borrower, except for: 

 a. mergers between Borrower and any of its subsidiaries or between any of its subsidiaries, and

 b. mergers in which Borrower is the surviving entity. 

5.   Creation or Existence of Liens:  Borrower will not create or permit to exist any mortgage, pledge, lien or other encumbrance on any of its property, personal or real, tangible or intangible, other than purchase money liens up to $1,000,000 in the aggregate related to the acquisition of assets of Borrower in the ordinary course of business. 

6.   Limitation on Indebtedness:  No limitation, other than Borrower will not create, assume or incur: 

 a. Secured debt in the aggregate in excess of $1,000,000; and

 b. Unsecured debt (other than the Commitment herein) in the aggregate in excess of $2,000,000. 

7.   Change in Ownership:  Borrower will not permit the sale or transfer of capital stock that results in a change in control of Borrower.  A change in control (as defined in Borrower's proxy statement) is any merger, consolidation or disposition of all or substantially all of the assets of Borrower or any acquisition by any person or group of persons acting in concert who after such acquisition would own more than 30% of the Borrower's outstanding voting stock.

8.   Reimbursement of Expenses:  Borrower will pay all reasonable and customary out-of-pocket expenses incurred as part of the Loan Agreement, including but not limited to reasonable attorney's fees; however, there will be no costs to Borrower for preparation of this Eighth Amendment, absent material modifications or extended negotiations.

9.   General Terms:  Borrower agrees to maintain its properties, maintain insurance in amounts and against risks customary for Borrower's business, maintain all licenses and permits necessary to conduct Borrower's business, comply with laws including but not limited to environmental laws and maintain its corporate existence in good standing.

EVENTS OF DEFAULT:  Borrower shall be in default under this Agreement upon the occurrence of any one or more of the following events or conditions, herein called "Default": 

1.   Any payment required under any Note or obligation of Borrower to Lender is not made within ten days of the due date.

Page 3 of 4

2.   Borrower fails to perform or comply with any covenant, obligation, warranty or provision in this Agreement or in any note or obligation of Borrower to Lender, and such default continues uncured for thirty days or more from date of occurrence.

3.   Any warranty, representation, financial information or statement made or furnished to Lender by or on behalf of Borrower proves to have been false in any material respect when made or furnished. 

4.   The condemnation, seizure or appropriation of substantially all, or such as in Lender's reasonable opinion constitutes a material portion of the assets of the Borrower.

5.   The rendering against Borrower of one or more final judgments, decrees or orders for payment not covered by insurance, and the continuance of such judgment or order unsatisfied and in effect for any period of thirty consecutive days without a stay of execution.

6.   Dissolution or termination of existence of Borrower.

7.   Appointment of a receiver over any part of the property of Borrower, the assignment of property of Borrower for the benefit of creditors or the commencement of any proceedings under any bankruptcy or insolvency laws by or against Borrower.

Upon the occurrence or the existence of a Default, Lender may, at its option and without notice or demand to Borrower, immediately declare due and payable all liabilities and obligations of Borrower to Lender and exercise all rights and remedies possessed by Lender.

GENERAL PROVISIONS:

Unless otherwise specified herein, all terms and conditions, representations, and warranties of Borrower in the Loan Agreement remain in full force and effect.  In addition to the terms of the Loan Agreement, as modified by this Eighth Amendment, Borrower consents to the provisions of the Term Note and the Line Note; provided however, that to the extent any conflict exists between the Loan Agreement and the Notes, then the Loan Agreement shall be controlling.

LENDER:	BORROWER:
Bank of Oklahoma, N.A.	The Monarch Cement Company
By:   /s/ Bershunda J. Burnett	By:   /s/ Walter H. Wulf, Jr.
Bershunda J. Burnett	Walter H. Wulf, Jr.
Vice President	President

Page 4 of 4

PROMISSORY NOTE

Principal $15,000,000.00	Loan Date 12-31-2009	Maturity 12-31-2010	Loan No 52969000002	Call /  Coll 4AO /  001	Account	Officer 841	Initials
References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" has been omitted due to text length limitations.

Borrower:	The Monarch Cement Company (TIN:	Lender:	Bank of Oklahoma, N.A.
	48-0340590)		P.O. Box 2300
	449 1200 Street		Tulsa, OK 74102
	Humboldt, KS 66748-1000

 PRINCIPAL AMOUNT: $15,000,000.00  Date of Note: December 31, 2009

PROMISE TO PAY. The Monarch Cement Company ("Borrower") promises to pay to Bank of Oklahoma, N.A. ("Lender"), or order, in lawful money of the United States of America, the principal amount of Fifteen Million & 00/100 Dollars ($15,000,000.00) or so much as may be outstanding, together with interest on the unpaid outstanding principal balance of each advance. Interest shall be calculated from the date of each advance until repayment of each advance.

PAYMENT. Borrower will pay this loan in one payment of all outstanding principal plus all accrued unpaid interest on December 31, 2010. In addition, Borrower will pay regular quarterly payments of all accrued unpaid interest due as of each payment date, beginning March 31, 2010, with all subsequent interest payments to be due on the same day of each quarter after that. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; and then to any unpaid collection costs. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an index which is the BOKF National Prime Rate, described as the rate of interest set by BOK Financial Corporation, in its sole discretion, on a daily basis as published by BOK Financial Corporation ("BOKF") from time to time (the "Index"). The Index is not necessarily the lowest rate charged by Lender on its loans and is set by Lender in its sole discretion. If the Index becomes unavailable during the term of this loan, Lender may designate a substitute Index after notifying Borrower. Lender will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more often than each day. Borrower understands that Lender may make loans based on other rates as well. The Index currently is 4.000% per annum. Interest on the unpaid principal balance of this Note will be calculated as described in the "INTEREST CALCULATION METHOD" paragraph using a rate of 0.500 percentage points under the Index, adjusted if necessary for any minimum and maximum rate limitations described below, resulting in an initial rate of 3.500% per annum based on a year of 360 days. NOTICE: Under no circumstances will the interest rate on this Note be less than 3.500% per annum or more than the maximum rate allowed by applicable law.

INTEREST CALCULATION METHOD. Interest on this Note is computed on a 365/360 basis: that is, by applying the ratio of the interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. All interest payable under this Note is computed using this method.

PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments of accrued unpaid interest. Rather, early payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: Bank of Oklahoma, N.A., P.O. Box 248818 Oklahoma City, OK 73124-8818.

INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the interest rate on this Note shall be increased to 18.000% per annum based on a year of 360 days. However, in no event will the interest rate exceed the maximum interest rate limitations under applicable law.

DEFAULT. Each of the following shall constitute an event of default ("Event of Default") under this Note:

Payment Default. Borrower fails to make any payment when due under this Note.

Other Defaults. Borrower falls to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower.

Default in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's property or Borrower's ability to repay this Note or perform Borrower's obligations under this Note or any of the related documents.

False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter.

Insolvency. The dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower.

Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute.

Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party of any of the indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note.

Change In Ownership. Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower, subject to the change in ownership provision of the December 31, 2009 Agreement as amended.

Adverse Change. A material adverse change occurs in Borrower's financial condition.

LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance under this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount.

ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including without limitation all attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law.

JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower against the other.

GOVERNING LAW. This Note will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of Oklahoma without regard to its conflicts of law provisions. This Note has been accepted by Lender in the State of Oklahoma.

CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Tulsa County, State of Oklahoma.

	PROMISSORY NOTE
Loan No: 52969000002	(Continued)	Page 2

DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $23.00 if Borrower makes a payment on Borrower's loan and the check or other payment order including any preauthorized charge with which Borrower pays is later dishonored.

RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the debt against any and all such accounts.

LINE OF CREDIT. This Note evidences a revolving line of credit. Advances under this Note, as well as directions for payment from Borrower's accounts, may be requested orally or in writing by Borrower or by an authorized person. Lender may, but need not, require that all oral requests be confirmed in writing. Borrower agrees to be liable for all sums either: (A) advanced in accordance with the instructions of an authorized person or (B) credited to any of Borrower's accounts with Lender. The unpaid principal balance owing on this Note at any time may be evidenced by endorsements on this Note or by Lender's internal records, including daily computer print-outs.

PAYMENTS. PAYMENTS SHOULD BE REMITTED TO: Bank of Oklahoma, P.O. Box 248818, Oklahoma City, OK 73124-8818.

RENEWAL STATEMENT. This Promissory Note is an extension, renewal and/or modification of the Promissory Note dated December 31, 2008 in the principal amount of $15,000.000.00 from the Borrower to Lender and is not a novation and shall be deemed effective as of the date set forth as the date such Promissory Note would have matured if not otherwise renewed or extended hereby.

SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender and its successors and assigns.

GENERAL PROVISIONS. If any part of this Note cannot be enforced, this fact will not affect the rest of the Note. Lender maydelay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any part or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several.

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD All THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE.

BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.

BORROWER:

THE MONARCH CEMENT COMPANY

By: /s/ Walter H. Wulf, Jr.

      Walter H. Wulf, Jr., President of The Monarch

      Cement Company