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.”
CREDIT AGREEMENT by and among NEW ENTERPRISE STONE & LIME CO., INC., THE FINANCIAL INSTITUTIONS identified herein as Lenders, and MANUFACTURERS AND TRADERS TRUST COMPANY, as the Issuing Bank, a Lender, the Swing Lender and the Administrative Agent...Credit Agreement • March 21st, 2012 • New Enterprise Stone & Lime Co., Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Pennsylvania
This CREDIT AGREEMENT, dated as of March 15, 2012 (this “Agreement”), is made by and among MANUFACTURERS AND TRADERS TRUST COMPANY (“M&T”), individually, as the Issuing Bank, a Lender, the Swing Lender and the Agent, the LENDERS (as defined below), and NEW ENTERPRISE STONE & LIME CO., INC., a Delaware corporation (the “Borrower”). M&T, in its capacity as lender, and any other financial institutions including Funds (as defined below) which may become parties to this Agreement from time to time, are collectively referred to as the “Lenders” and individually as a “Lender.” M&T, when acting in its capacity as administrative agent for the Lenders and the Issuing Bank, or any successor or assign that assumes that position pursuant to the terms of this Agreement, is hereinafter referred to as the “Agent.” M&T, when acting in its capacity as Arranger, is herein referred to as the “Arranger”. Certain capitalized terms used in this Agreement are defined in ARTICLE 1 (Definitions).
INTERCREDITOR AGREEMENTIntercreditor Agreement • March 21st, 2012 • 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 March 15, 2012, and entered into by and among New Enterprise Stone & Lime Co., Inc., a Delaware corporation (the “Company”), certain subsidiaries of the Company (the “Guarantors”), Manufacturers and Traders Trust Company, 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 assigns from time to time, the “Collateral Agent”) for the Note Claimholders. As described in more detail in Section 8.10 hereof, this Agreement is intended to be binding on all Claimhol
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
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.
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
