REGISTRATION RIGHTS AGREEMENT by and among New Enterprise Stone & Lime Co., Inc. and the Guarantors party hereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated Dated as of March 15, 2012Registration Rights Agreement • March 21st, 2012 • New Enterprise Stone & Lime Co., Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 15, 2012, by and among New Enterprise Stone & Lime Co., Inc., a Delaware corporation (the “Company”), the guarantors party hereto (collectively, the “Guarantors”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, on behalf of itself and as representative (the “Representative”) of the several initial purchasers listed on Schedule A to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 13% Senior Secured Notes due 2018 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Initial Guarantees”) pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Initial Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”
PURCHASE AGREEMENTPurchase Agreement • March 1st, 2012 • New Enterprise Stone & Lime Co., Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of March 15, 2012 (the “Indenture”), as may be amended or supplemented from time to time, among the Company, the Guarantors (as defined below) and Wells Fargo Bank, National Association, as trustee (the “Trustee”) and as collateral trustee (the “Notes Collateral Agent”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Company, the Trustee and the Depositary.
EMPLOYMENT AGREEMENTEmployment Agreement • January 26th, 2016 • New Enterprise Stone & Lime Co., Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Pennsylvania
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made this 21st day of January, 2016, by and between NEW ENTERPRISE STONE & LIME CO., INC., a Delaware corporation (the “Company”) and ROBERT J. SCHMIDT (the “Executive”).
AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • December 19th, 2013 • New Enterprise Stone & Lime Co., Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Pennsylvania
Exhibit O-1 Form of U.S. Tax Compliance Certificate (Foreign Lenders that are not Partnerships for U.S. Federal Income Tax Purposes) (§2.16.5)
AMENDED AND RESTATED INTERCREDITOR AGREEMENTIntercreditor Agreement • February 14th, 2014 • New Enterprise Stone & Lime Co., Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
This AMENDED AND RESTATED INTERCREDITOR AGREEMENT (as amended, restated, renewed, extended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”) is dated as of February 12, 2014, and entered into by and among New Enterprise Stone & Lime Co., Inc., a Delaware corporation (the “Company”), certain subsidiaries of the Company party hereto (together with the Company, and any future Subsidiary of the Company that becomes party to any ABL Loan Documents or Noteholder Documents, the “Obligors” and each an “Obligor”), PNC Bank, National Association, in its capacity as collateral agent for the ABL Lenders (including its successors and assigns from time to time, the “ABL Agent”) and Wells Fargo Bank, National Association, a national banking association, in its capacity as trustee (in such capacity and including it successors and assigns from time to time, the “Trustee”) and collateral agent (in such capacity and including its successors and a
SECURITY AGREEMENTSecurity Agreement • July 8th, 2016 • New Enterprise Stone & Lime Co., Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
This SECURITY AGREEMENT, dated as of July 8, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by and among NEW ENTERPRISE STONE & LIME CO., INC., a corporation organized under the laws of the State of Delaware (“NESL”), ASTI TRANSPORTATION SYSTEMS, INC., a corporation organized under the laws of the State of Delaware (“ASTI”), EII TRANSPORT INC., a corporation organized under the laws of the Commonwealth of Pennsylvania (“EII”), GATEWAY TRADE CENTER INC., a corporation organized under the laws of the State of New York (“Gateway”), PRECISION SOLAR CONTROLS INC., a corporation organized under the laws of the State of Texas (“Precision”), PROTECTION SERVICES INC., a corporation organized under the laws of the Commonwealth of Pennsylvania (“Protection”), SCI PRODUCTS INC., a corporation organized under the laws of the Commonwealth of Pennsylvania (“SCI”), and WORK AREA PRO
TERM LOAN CREDIT AND GUARANTY AGREEMENT Dated as of July 8, 2016 by and among NEW ENTERPRISE STONE & LIME CO., INC., as Borrower,Term Loan Credit and Guaranty Agreement • July 8th, 2016 • New Enterprise Stone & Lime Co., Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • March 21st, 2012 • New Enterprise Stone & Lime Co., Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
This TRADEMARK SECURITY AGREEMENT dated as March 15, 2012, is among NEW ENTERPRISE STONE & LIME CO., INC., a Delaware corporation (together with its successors and permitted assigns, the “Issuer”), SCI PRODUCTS INC., a Pennsylvania corporation and a wholly-owned subsidiary of the Issuer (“SCI”), WORK AREA PROTECTION CORP., an Illinois corporation and a wholly-owned subsidiary of the Issuer (“Work Area,” together with the Issuer, SCI and any other Person that becomes a party to the Security Agreement (as referenced and defined below), together with their successors and permitted assigns, collectively, “Assignors”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, with an office at 625 Marquette Avenue, 11th Floor, Minneapolis, Minnesota, 55479, as agent for itself and the other Secured Parties (as that term is defined in the Security Agreement referenced below) (together with its successors and assigns in such capacity, “Assignee”) and is made pursuant to the Security Agreement dated as of th
AGREEMENT AND GENERAL RELEASEAgreement and General Release • July 19th, 2013 • New Enterprise Stone & Lime Co., Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
NEW ENTERPRISE STONE & LIME CO., INC., of 3912 Brumbaugh Road, New Enterprise, PA, its affiliates, subsidiaries, divisions, successors and assigns and the officers, directors and agents thereof (collectively referred to throughout this Agreement as “Employer”), and JAMES W. VAN BUREN, residing at 155 Stratford Ct., Hollidaysburg PA 16648 (referred to as “Employee”) agree that:
AMENDMENT NO. 1 TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • March 6th, 2017 • New Enterprise Stone & Lime Co., Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
This AMENDMENT NO. 1 TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Amendment”), dated as of March 3, 2017, by and among the Borrowers (as defined below), the Lenders (as defined below), PNC Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, the “Collateral Agent”) for the Lenders, and Wells Fargo Bank, National Association, as syndication agent (in such capacity, the “Syndication Agent” and together with the Administrative Agent and the Collateral Agent, the “Agents”) for the Lenders.
PATENT SECURITY AGREEMENTPatent Security Agreement • March 21st, 2012 • New Enterprise Stone & Lime Co., Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
This PATENT SECURITY AGREEMENT dated as March 15, 2012, is among NEW ENTERPRISE STONE & LIME CO., INC., a Delaware corporation (together with its successors and permitted assigns, the “Issuer”), and ASTI TRANSPORTATION SYSTEMS, INC., a Delaware corporation and a wholly-owned subsidiary of the Issuer (“ASTI”), PRECISION SOLAR CONTROLS INC., a Texas corporation and a wholly-owned subsidiary of the Issuer (“Precision”), and SCI PRODUCTS INC., a Pennsylvania corporation and a wholly-owned subsidiary of the Issuer (“SCI,” together with the Issuer, ASTI, Precision and any other Person that becomes a party to the Security Agreement (as referenced and defined below), together with their successors and permitted assigns, collectively, “Assignors”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, with an office at 625 Marquette Avenue, 11th Floor, Minneapolis, Minnesota, 55479, as agent for itself and the other Secured Parties (as that term is defined in the Security Agreement referenced below) (toge
MORTGAGE MODIFICATION AGREEMENTMortgage Modification Agreement • March 21st, 2012 • New Enterprise Stone & Lime Co., Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
this Mortgage; upon the terms and subject to the conditions set forth therein. Capitalized terms used herein shall have meanings assigned to such terms in Section 1.1 herein.
AMENDMENT NO. 1 TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • January 14th, 2016 • New Enterprise Stone & Lime Co., Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
This AMENDMENT NO. I TO REVOLVING CREDIT AGREEMENT (this "Amendment"}, dated*as of August 31, 2015, by and among the Borrowers (as defined below), the Lenders (as defined below), PNC BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, the "Administrative Agent") and collateral agent (in such capacity, the "Collateral Agent") for the Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as syndication agent (in such capacity, ''Syndication Agent" and together with the Administrative Agent and the Collateral Agent, the "Agents") for the Lenders.
INTERCREDITOR AGREEMENTIntercreditor Agreement • July 8th, 2016 • New Enterprise Stone & Lime Co., Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
This INTERCREDITOR AGREEMENT (as amended, restated, renewed, extended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”) is dated as of July 8, 2016, and entered into by and among New Enterprise Stone & Lime Co., Inc., a Delaware corporation (the “Company”), certain subsidiaries of the Company party hereto (together with the Company, and any future Subsidiary of the Company that becomes party to any ABL Loan Documents or Term Loan Documents, the “Obligors” and each an “Obligor”), PNC Bank, National Association, in its capacity as collateral agent for the ABL Secured Parties (as defined below) (including its successors and assigns from time to time, the “ABL Collateral Agent”) and Cortland Capital Market Services LLC, in its capacity as collateral agent for the Term Loan Secured Parties (as defined below) (in such capacity, and including its successors and assigns from time to time in such capacity, the “Term Loan Collateral Agen
SECURITY AGREEMENTSecurity Agreement • March 21st, 2012 • New Enterprise Stone & Lime Co., Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
THIS SECURITY AGREEMENT (as may be amended, amended and restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”) is made as of March 15, 2012, by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as notes collateral agent pursuant to the Indenture (as herein defined) for itself and the other Secured Parties ( as defined below)) (together with its successors and assigns in such capacity, the “Collateral Agent”); NEW ENTERPRISE STONE & LIME CO., INC., a Delaware corporation (together with its successors and permitted assigns, the “Issuer”); and ASTI TRANSPORTATION SYSTEMS, INC., a Delaware corporation and a wholly-owned subsidiary of the Issuer (“ASTI”), EII TRANSPORT INC., a Pennsylvania corporation and a wholly-owned subsidiary of the Issuer (“EII”), GATEWAY TRADE CENTER INC., a New York corporation and a wholly-owned subsidiary of the Issuer (“Gateway”), PRECISION SOLAR CONTROLS INC., a Texas corporation and a wholly-owned subsidiary of the Issuer (“
SECURITY AGREEMENTSecurity Agreement • March 21st, 2012 • New Enterprise Stone & Lime Co., Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Pennsylvania
THIS SECURITY AGREEMENT (this “Agreement”) is made as of March 15, 2012, by and among MANUFACTURERS AND TRADERS TRUST COMPANY, as agent for itself and the other Secured Parties (as that term is defined in the Credit Agreement (as defined below)) (together with its successors and assigns in such capacity, the “Agent”); NEW ENTERPRISE STONE & LIME CO., INC., a Delaware corporation (together with its successors and permitted assigns, the “Borrower”); and ASTI TRANSPORTATION SYSTEMS, INC., a Delaware corporation and a wholly-owned subsidiary of the Borrower (“ASTI”), EII TRANSPORT INC., a Pennsylvania corporation and a wholly-owned subsidiary of the Borrower (“EII”), GATEWAY TRADE CENTER INC., a New York corporation and a wholly-owned subsidiary of the Borrower (“Gateway”), PRECISION SOLAR CONTROLS INC., a Texas corporation and a wholly-owned subsidiary of the Borrower (“Precision”), PROTECTION SERVICES INC., a Pennsylvania corporation and a wholly-owned subsidiary of the Borrower (“PSI”),
GUARANTY AND SURETYSHIP AGREEMENTGuaranty and Suretyship Agreement • March 21st, 2012 • New Enterprise Stone & Lime Co., Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Pennsylvania
THIS GUARANTY AND SURETYSHIP AGREEMENT (this “Agreement”) made as of March 15, 2012, by and among NEW ENTERPRISE STONE & LIME CO., INC., a Delaware corporation (together with its successors and permitted assigns, the “Borrower”), and ASTI TRANSPORTATION SYSTEMS, INC., a Delaware corporation and a wholly-owned subsidiary of the Borrower (“ASTI”), EII TRANSPORT INC., a Pennsylvania corporation and a wholly-owned subsidiary of the Borrower (“EII”), GATEWAY TRADE CENTER INC., a New York corporation and a wholly-owned subsidiary of the Borrower (“Gateway”), PRECISION SOLAR CONTROLS INC., a Texas corporation and a wholly-owned subsidiary of the Borrower (“Precision”), PROTECTION SERVICES INC., a Pennsylvania corporation and a wholly-owned subsidiary of the Borrower (“PSI”), SCI PRODUCTS INC., a Pennsylvania corporation and a wholly-owned subsidiary of the Borrower (“SCI”), and WORK AREA PROTECTION CORP., an Illinois corporation and a wholly-owned subsidiary of the Borrower (“Work Area”, and
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • March 21st, 2012 • New Enterprise Stone & Lime Co., Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
This TRADEMARK SECURITY AGREEMENT dated as March 15, 2012, is among NEW ENTERPRISE STONE & LIME CO., INC., a Delaware corporation (together with its successors and permitted assigns, the “Borrower”), SCI PRODUCTS INC., a Pennsylvania corporation and a wholly-owned subsidiary of the Borrower (“SCI”), and WORK AREA PROTECTION CORP., an Illinois corporation and a wholly-owned subsidiary of the Borrower (“Work Area”, together with the Borrower, SCI and any other Person that becomes a party to the Security Agreement (as referenced and defined below), together with their successors and permitted assigns, collectively, “Assignors”), and MANUFACTURERS AND TRADERS TRUST COMPANY, with an office at 301 W. Plank Road, Altoona, Pennsylvania 16602, as agent for itself and the other Secured Parties (as that term is defined in the Credit Agreement referenced below) (together with its successors and assigns in such capacity, “Assignee”) and is made pursuant to the Security Agreement dated as of the dat
PATENT SECURITY AGREEMENTPatent Security Agreement • March 21st, 2012 • New Enterprise Stone & Lime Co., Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
This PATENT SECURITY AGREEMENT dated as March 15, 2012, is among NEW ENTERPRISE STONE & LIME CO., INC., a Delaware corporation (together with its successors and permitted assigns, the “Borrower”), ASTI TRANSPORTATION SYSTEMS, INC., a Delaware corporation and a wholly-owned subsidiary of the Borrower (“ASTI”), PRECISION SOLAR CONTROLS INC., a Texas corporation and a wholly-owned subsidiary of the Borrower (“Precision”), SCI PRODUCTS INC., a Pennsylvania corporation and a wholly-owned subsidiary of the Borrower (“SCI”, together with the Borrower, ASTI, Precision and any other Person that becomes a party to the Security Agreement (as referenced and defined below), together with their successors and permitted assigns, collectively, “Assignors”), and MANUFACTURERS AND TRADERS TRUST COMPANY, with an office at 301 W. Plank Road, Altoona, Pennsylvania 16602, as agent for itself and the other Secured Parties (as that term is defined in the Credit Agreement referenced below) (together with its s
AMENDMENT NO. 2 AND WAIVER TO CREDIT AGREEMENTCredit Agreement • December 12th, 2012 • New Enterprise Stone & Lime Co., Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Pennsylvania
AMENDMENT NO. 2 AND WAIVER TO CREDIT AGREEMENT, dated as of December 7, 2012 (this “Amendment”), among NEW ENTERPRISE STONE & LIME CO., INC. (the “Borrower”) and the Lenders signatories hereto.
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • May 30th, 2013 • New Enterprise Stone & Lime Co., Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Pennsylvania
AMENDMENT NO. 3 TO CREDIT AGREEMENT, dated as of May 29, 2013 (this “Amendment”), among NEW ENTERPRISE STONE & LIME CO., INC. (the “Borrower”), MANUFACTURERS AND TRADERS TRUST COMPANY as Agent (the “Agent”) and the Lenders signatories hereto.
AMENDMENT NO. 1 AND WAIVER TO CREDIT AGREEMENTCredit Agreement • September 7th, 2012 • New Enterprise Stone & Lime Co., Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Pennsylvania
AMENDMENT NO. 1 AND WAIVER TO CREDIT AGREEMENT, dated as of September 7, 2012 (this “Amendment”), among NEW ENTERPRISE STONE & LIME CO., INC. (the “Borrower”) and the Lenders signatories hereto.
INTERCREDITOR AND COLLATERAL AGENCY AGREEMENTIntercreditor and Collateral Agency Agreement • February 14th, 2014 • New Enterprise Stone & Lime Co., Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
EMPLOYMENT AGREEMENTEmployment Agreement • March 22nd, 2013 • New Enterprise Stone & Lime Co., Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Pennsylvania
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made by and between NEW ENTERPRISE STONE & LIME CO., INC., a Delaware corporation (the “Company”) and ALBERT L. STONE (the “Executive”).
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • March 28th, 2014 • New Enterprise Stone & Lime Co., Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
THIS SEPARATION AND RELEASE AGREEMENT (this “Agreement”) is made by and between Steven B. Detwiler (the “Executive”) and New Enterprise Stone & Lime Co, Inc., (the “Company”) on the 27th day of March, 2014.
AMENDMENT NO. 1 TO TERM LOAN CREDIT AND GUARANTY AGREEMENTTerm Loan Credit and Guaranty Agreement • January 14th, 2016 • New Enterprise Stone & Lime Co., Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
This AMENDMENT NO. 1 TO TERM LOAN CREDIT AND GUARANTY AGREEMENT (this “Amendment”), dated September 3, 2015 and effective as of the First Amendment Effective Date (as defined below), by and among the Borrower (as defined below), the Guarantors (as defined below), the Lenders (as defined below) and CORTLAND CAPITAL MARKET SERVICES LLC, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders.
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • May 18th, 2015 • New Enterprise Stone & Lime Co., Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
THIS SEPARATION AND RELEASE AGREEMENT (the “Agreement”) is made by and between Kevin D. Reed (the "Employee") and NEW ENTERPRISE STONE & LIME CO., INC., (the “Company”).
