Exhibit 10.1

EXECUTION COPY

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

Dated as of March 15, 2012

MANUFACTURERS AND TRADERS TRUST COMPANY, as Arranger

THE TERMS OF THIS CREDIT AGREEMENT ARE SUBJECT TO CERTAIN

INTERCREDITOR AGREEMENTS, AS MORE FULLY SET OUT IN SECTION 11.16 HERETO.

TABLE OF CONTENTS

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CREDIT AGREEMENT

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).

Background of Agreement

The Borrower, directly and through its Subsidiaries, has been engaged in the business of a vertically integrated construction materials supplier and highway contractor. The Borrower, the Arranger and certain Lenders entered into a Credit Agreement, dated as of January 11, 2008 (the “Prior Credit Agreement”).

The Borrower has requested that the Lenders enter into certain credit facilities to refinance certain indebtedness under the Prior Credit Agreement, to provide for ongoing working capital needs and for general corporate purposes, including permitted acquisitions. The Lenders are willing, on the terms and subject to the conditions specified herein, to enter into a senior secured revolving credit facility in an aggregate amount equal to $ 170,000,000, consisting of a revolving credit facility in a maximum principal amount not to exceed at any time $170,000,000, with a $15,000,000 standby letter of credit subfacility and a $20,000,000 sublimit for a swing line subfacility, all on the terms and conditions specified below.

The Subsidiaries of the Borrower will derive substantial benefits from the credit facility provided herein. The Borrower may, among other things, use proceeds of the Loans hereunder to make capital contributions in, and extend credit to, its Subsidiaries. Such access to capital provided to the Subsidiaries through this financing is on terms that are more advantageous to the Subsidiaries than such Subsidiaries could obtain if they accessed capital independently. Accordingly, the credit facilities provided for in this Agreement are to be guaranteed by certain of the Borrower’s Subsidiaries and secured by the equity of certain of the Borrower’s Subsidiaries as well as by certain material assets of certain of the Borrower and its Subsidiaries.

NOW, THEREFORE, with the intent to be legally bound hereby, the parties agree as follows:

ARTICLE 1

DEFINITIONS

1.1           Defined Terms.

As used in this Agreement, the following terms shall have the meanings specified in this Section 1.1 unless the context otherwise requires.

ABL Priority Collateral: the portion of the Collateral consisting of the following, whether now owned or at any time hereafter acquired by any Loan Party or in which any Loan Party now has or at any time in the future may acquire any right, title or interest:

(a)          (i)        Accounts and “payment intangibles” (as defined in Article 9 of the Uniform Commercial Code), other than (x) intercompany indebtedness of the Borrower and its Subsidiaries and (y) “payment intangibles” (as defined in Article 9 of the Uniform Commercial Code) which constitute identifiable proceeds of collateral which is First Lien Note Priority Collateral;

(ii)       “deposit accounts” (as defined in Article 9 of the Uniform Commercial Code) and “securities accounts” (as defined in Article 8 of the Uniform Commercial Code), including all monies, “uncertificated securities” and “securities entitlements” (as defined in Article 8 of the Uniform Commercial Code) contained therein (including all cash, marketable securities and other funds held in or on deposit in either of the foregoing) other than the Collateral Agent Bank Accounts and other Excluded Bank Accounts.

(iii)      “instruments” and “chattel paper” (in each case, as defined in Article 9 of the Uniform Commercial Code), in each case to the extent evidencing, governing, securing or otherwise related to the items referred to in clauses (a)(i) and (a)(iv) of this definition;

(iv)     Inventory;

(v)      “general intangibles” (as defined in Article 9 of the Uniform Commercial Code) (other than intellectual property and equity interests in the Subsidiaries of any Loan Party) pertaining to the other items of property included within clauses (a)(i), (a)(ii), (a)(iii), (a)(iv), (a)(vi), (a)(vii) and (a)(viii) of this definition, including, without limitation, all contingent rights with respect to warranties on accounts which are not yet “payment intangibles” (as defined in Article 9 of the Uniform Commercial Code);

(vi)     “records”, “supporting obligations” (in each case, as defined in Article 9 of the Uniform Commercial Code) and related “letters of credit” (as defined in Article 5 of the Uniform Commercial Code), commercial tort claims or other claims and causes of action, in each case, to the extent related primarily to any of the other items described in this clause (a);

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(vii)    computer equipment, software and books and records related to accounts and inventory; and

(viii)   substitutions, replacements, accessions, products and proceeds (including, without limitation, insurance proceeds related to inventory and business interruption insurance, licenses, royalties, income, payments, claims, damages and proceeds of suit) of any or all of the foregoing;

(b)         Specific Real Property, including all minerals contained therein before extraction, improvements thereon and fixtures attached thereto, dedicated processing equipment used at the Specific Real Property, and all substitutions, replacements, products, insurance proceeds with respect to and other proceeds of the foregoing; and

(c)          All proceeds of the foregoing;

provided, that, notwithstanding the foregoing, with respect to any general intangible that may otherwise be included in ABL Priority Collateral, it shall be excluded to the extent, but only to the extent, and only for so long as the grant of a security interest in such general intangible is prohibited by any applicable Law or requires a consent not obtained of any Governmental Authority pursuant to applicable Law (after giving effect to Section 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable Law).

Account: the meaning specified for “Account” under the Uniform Commercial Code and includes (a) retainages held under any contracts and (b) the rights to payment arising out of performed but unbilled work.

Account Debtor: the meaning specified for such term under the Uniform Commercial Code, but in any event shall include, but not be limited to, each Person obligated on an Account.

Acquisition: (a) an Investment by the Borrower or any Restricted Subsidiary in any other Person pursuant to which such Person shall become a Restricted Subsidiary or a merger, consolidation or similar arrangement with a Person pursuant to which such Person shall become a Restricted Subsidiary or shall be merged with or into the Borrower or any Restricted Subsidiary, or (b) the acquisition by the Borrower or any Restricted Subsidiary of the assets of any Person which constitute all or substantially all of the assets of such Person, or any division or line of business of such Person or (c) the acquisition by the Borrower or a Restricted Subsidiary of any operating or non-operating quarry (regardless of whether such assets would constitute all or substantially all assets or a division or line of business of a Person).

Additional Fee Mortgages: the meaning specified in Section 8.25 (Real Property).

Additional Leasehold Mortgages: the meaning specified in Section 8.25 (Real Property).

Adjusted GAAP: the meaning specified in clause (c)(i)(A) of Subsection 7.2 (Additional Provisions Respecting Calculation of Financial Covenants).

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Adjusted LIBOR: the rate per annum (rounded upwards if necessary to the nearest one-hundredth of one percent) determined by the Agent to be equal to the quotient of (a) LIBOR, divided by (b) a number equal to 1.00 minus the Reserve Percentage.

Administrative Questionnaire: an Administrative Questionnaire in a form supplied by the Agent.

Affiliate: with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. For the avoidance of doubt, Rock Solid Insurance and members of the Detwiler Family shall be deemed to be an Affiliate of the Borrower and its Subsidiaries.

Affiliate Transaction: the meaning specified in Section 8.6 (Transactions with Affiliates).

Agent: the meaning specified in the preamble to this Agreement.

Agent Parties: the meaning specified in Subsection 11.1.4.2 (Platform).

Agreement: the meaning specified in the preamble to this Agreement.

Appeal Bond Cash Collateral: the meaning specified in Section 8.1 (Indebtedness).

Applicable Commitment Fee Rate: the meaning specified in Subsection 2.10.1 (Commitment Fees).

Applicable Margin: the meaning specified in Subsection 2.11.2 (Applicable Margin).

Applicable Percentage: with respect to any Lender, the percentage obtained by dividing (x) the sum of the Commitment of such Lender (or, in the event the Commitment shall have been terminated, the then outstanding principal amount of such Lender’s RC Loans and participation interests in outstanding Letters of Credit and Swing Loans) by (y) the sum of the Commitment of all Lenders (or, in the event the Commitment shall have been terminated, the then outstanding principal amount of the RC Loans of all Lenders, the then outstanding Letters of Credit and the then outstanding Swing Loans).

Appraised Value: (a) with respect to Specific Real Property identified on Schedule 1.1B-1, Schedule 1.1B-2, and Schedule 1.1C, the value attributed thereto on such Schedules, subject to such reappraisal as the Agent may require pursuant to the terms of Subsection 2.6.2 (Asset Sale, Etc.) or clauses (o) or (r) of Subsection 8.2.1 (Liens; Licenses — In General), and (b) with respect to any other Specific Real Property, the value set forth in an appraisal in form and substance satisfactory to the Agent.

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Approved Fund: any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

Arranger: M&T, so long as it is a Lender.

Assignment and Assumption: an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Subsection 11.5.2 (Assignments by Lenders) or the definition of “Eligible Assignee”), and accepted by the Agent, in substantially the form of Exhibit L or any other form approved by the Agent.

Attributable Debt: in respect of a Sale and Leaseback Transaction, as at the time of determination, the present value (discounted at the rate of interest implicit in such transaction) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction (including any period for which such lease has been or may be extended).

Available RC Commitment: the meaning specified in Subsection 2.1.2 (Available RC Commitment).

Banking Services: each and any of the following bank services provided to any Loan Party by the Agent, a Lender, the Issuing Bank or an Affiliate of the foregoing: treasury and/or cash management services (including controlled disbursement, automated clearinghouse transactions, return items, overdrafts and interstate depository network services), provided that (i) in the case of any Lender or Affiliate thereof, the Agent shall have consented to such Person being a Secured Party (which consent shall not be unreasonably withheld or delayed) and (ii) in the case of any such Affiliate, such Affiliate shall have executed and delivered to the Agent a joinder to this Agreement (in form and substance satisfactory to the Agent) agreeing to be bound by the provisions of this Agreement respecting the role of the Agent, including all exculpatory provisions and indemnification provisions, as if such Affiliate were a Lender hereunder and the obligations under the Banking Services Obligations were Obligations hereunder or such other arrangement as Agent shall agree to.

Banking Services Obligations: any and all obligations of the Loan Parties, whether absolute or contingent and howsoever and whenever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Banking Services.

Base Rate: the highest of (a) the variable per annum rate of interest so designated from time to time by the Agent as its prime rate (which rate is a reference rate and does not necessarily represent the lowest or best rate being charged to any customer), (b) the Federal Funds Rate plus one-half of one percent (0.5%) and (c) One Month LIBOR plus two percent (2%).

Base Rate Loans: Loans bearing interest at a rate equal to the Base Rate plus the Applicable Margin.

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BCS: the meaning specified in clause (i) of Subsection 5.21 (Environmental Compliance).

Board of Directors: (i) with respect to the Borrower or any Restricted Subsidiary, its board of directors or any duly authorized committee thereof; (ii) with respect to a corporation, the board of directors of such corporation or any duly authorized committee thereof; and (iii) with respect to any other entity, the board of directors or similar body of the general partner or managers of such entity or any duly authorized committee thereof.

Bonding Arrangements: indemnity agreements and other contracts, agreements and instruments entered into with any bonding company with respect to securing the performance of tenders, bids, surety or performance bonds (other than in connection with litigation or judgments), purchase, construction, sales or servicing contracts and similar obligations incurred in the normal business consistent with industry practice.

Bonding Intercreditor Agreement: the meaning specified in Subsection 4.1.11 (Bonding Arrangements).

Borrower: the meaning specified in the preamble to this Agreement.

Borrower Required Payment: the meaning specified in Subsection 2.14.2 (Payments by Borrower; Presumptions by Agent).

Borrower Taxes: (without duplication) (a) all Taxes payable by the Borrower and its Restricted Subsidiaries and (b) permitted Restricted Payments payable in respect of Taxes of the shareholders of the Borrower. For the sake of clarity, Borrower Taxes includes deferred Taxes of the Borrower and its Restricted Subsidiaries.

Borrowing Base: an amount equal to the sum of:

(a)          the lesser of (i) $65,000,000 and (ii) seventy-five percent (75%) of the Appraised Value of the Eligible Real Property, plus

(b)         eighty-five percent (85%) of all Eligible Accounts, plus

(c)          sixty percent (60%) of Eligible Inventory of the Borrower and its Subsidiaries, minus

(d)         any and all reserves that the Agent may (and which the Agent is hereby entitled to) establish from time to time in its Permitted Discretion, minus

(e)          any and all reserves that the Agent may (and which the Agent is hereby entitled to) establish from time to time with respect to Inventory that is branded or otherwise incorporates Intellectual Property in its sole discretion.

Borrowing Base Certificate: a full and complete certificate in substantially the form attached hereto as Exhibit M and otherwise acceptable to the Agent, certified as true, correct and complete by the Borrower’s chief executive officer or chief financial officer.

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Business Day: (a) any day other than a Saturday, Sunday or day which shall be in the Commonwealth of Pennsylvania a legal holiday or day on which banking institutions are required or authorized to close and (b) in addition to the foregoing, with respect to any LIBOR Loans, a London Business Day.

Capital Expenditures: for any period the sum of (without duplication) (a) all expenditures by the Borrower or any Restricted Subsidiary during such period for fixed or capital assets (including, but not limited to, the purchase, construction or rehabilitation of equipment or other physical assets) that are required to be capitalized under GAAP, whether or not financed, and (b) all expenditures by the Borrower or any Restricted Subsidiary during such period in respect of Synthetic Leases, for property, plant and equipment.

Capital Lease: any lease with respect to which the lessee is required to recognize the acquisition of an asset and/or the incurrence of a liability in accordance with GAAP, including Statement No. 13 of the Financial Accounting Standards Board.

Capital Lease Obligation: with respect to any Capital Lease, the amount of the obligation of the lessee thereunder which would in accordance with GAAP appear on a balance sheet of such lessee in respect of such Capital Lease or otherwise be disclosed in a note to such balance sheet.

Capital Stock: any class of preferred, common or other capital stock, share capital or similar equity interest of a Person, including, without limitation, any partnership interest in any partnership or limited partnership and any membership interest in any limited liability company.

Cash Collateralize: to deposit in a Controlled Account or to pledge and deposit with or deliver to the Agent, for the benefit of the Issuing Bank or the Lenders, as collateral for LC Obligations or obligations of the Lenders to fund participations in respect of LC Obligations, cash or deposit account balances or, if the Agent and the Issuing Bank shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to the Agent and Issuing Bank. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

Cash Equivalents: any of the following Investments: (i) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) maturing not more than one year after the date of acquisition; (ii) time deposits in and certificates of deposit of any Eligible Bank, provided that such Investments have a maturity date not more than two years after the date of their acquisition and that the Average Life of all such Investments is one year or less from their respective dates of acquisition; (iii) repurchase obligations with a term of not more than 180 days for underlying securities of the types described in clause (i) above entered into with any Eligible Bank; (iv) direct obligations issued by any state of the United States or any political subdivision or public instrumentality thereof, provided that such Investments mature, or are subject to tender at the option of the holder thereof, within 365 days after the date of acquisition and, at the time of acquisition, have a rating of at least A from S&P or A-2 from Moody’s (or an equivalent rating by any other nationally recognized rating

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agency); (v) commercial paper of any Person other than an Affiliate of the Borrower, provided that such Investments have one of the two highest ratings obtainable from either S&P or Moody’s and mature within 180 days after the date of their acquisition; (vi) overnight and demand deposits in and bankers’ acceptances of any Eligible Bank and demand deposits in any bank or trust company to the extent insured by the Federal Deposit Insurance Corporation against the Bank Insurance Fund; and (vii) money market funds substantially all of the assets of which comprise Investments of the types described in clauses (i) through (vi).

CERCLA: the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, and all rules and regulations promulgated in connection therewith.

Change in Law: the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

Change of Control:

(a)         any person or group of persons (within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended) other than the Detwiler Family, shall obtain ownership or control in one or more series of transactions of more than thirty three and one-third percent (331/3%) of the voting power of the Borrower entitled to vote in the election of members of the Board of Directors of the Borrower or Persons performing similar functions; or

(b)         there shall have occurred under any indenture or other instrument evidencing any Indebtedness in excess of $1,000,000 any “change in control” or “change of control” or similar term (as defined in such indenture or other evidence of Indebtedness) obligating the Borrower to repurchase, redeem or repay all or any part of the Indebtedness or Capital Stock provided for therein.

CIP Regulations: the meaning specified in Section 10.11 (No Reliance on Agent’s Customer Identification Program).

Closing Date: the meaning specified in Section 4.1 (Conditions to Effectiveness).

Closing Date GAAP: the meaning specified in Section 7.2. (Additional Provisions Respecting Calculation and Financial Covenants).

Closing Fee Mortgages: the meaning specified in Subsection 4.1.8 (Mortgages).

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Closing First Lien Leasehold Mortgage: the meaning specified in Subsection 4.1.8 (Mortgages).

Closing FL First Lien Fee Mortgage: the meaning specified in Subsection 4.1.8 (Mortgages).

Closing Leasehold Mortgages: the meaning specified in Subsection 4.1.8 (Mortgages).

Closing Mortgages: the meaning specified in Subsection 4.1.8 (Mortgages).

Closing PA First Lien Fee Mortgages: the meaning specified in Subsection 4.1.8 (Mortgages).

COBRA: the group health plan continuation coverage requirements of Section 4980B of the Code and Part 6 of Subtitle B of Title I of ERISA.

Code: the Internal Revenue Code of 1986, as amended.

Collateral: all collateral securing the Secured Obligations, including without limitation, (a) the ABL Priority Collateral and (b) subject to the prior Liens granted to the Collateral Agent for the benefit of the holders of the First Lien Notes and all other Permitted Liens, the First Lien Note Priority Collateral located in the Commonwealth of Pennsylvania.

Collateral Agent: Wells Fargo Bank, National Association, in its capacity as Collateral Agent for the holders of the First Lien Notes, and its successors or assigns.

Collateral Agent Bank Accounts: one or more accounts established by the Collateral Agent or other authorized person under the First Lien Indenture on behalf of the holders of the First Lien Notes into which shall, to the extent required by the First Lien Indenture, be deposited any proceeds of the First Lien Note Priority Collateral.

Commission: the Securities and Exchange Commission.

Commitments: the collective reference to the RC Commitment and the Swing Loan Commitment.

Commitment Fee: the meaning specified in Subsection 2.10.1 (Commitment Fees).

Commitment Fee Base: an amount at any time equal to the amount of the RC Commitment less the sum of the aggregate principal amount of outstanding RC Loans and the LC Obligations. Outstanding Swing Loans shall not reduce the Commitment Fee Base.

Common Stock: Capital Stock of a Person that has no mandatory redemption or other mandatory payment features.

Communications: the meaning specified in Subsection 11.1.4 (Platform).

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Connection Income Taxes: Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

Consent to Leasehold Mortgage: the meaning specified in Subsection 4.1.8 (Mortgages).

Consolidated: with respect to any Person and its Restricted Subsidiaries, refers to the consolidation of financial statements of such Person and such Restricted Subsidiaries and of particular items in such financial statements in accordance with GAAP.

Control: (a) the direct or indirect ownership of ten percent (10%) or more of the securities or other equity interests of a Person having ordinary voting power, or (b) the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

Controlled Account: each deposit account and securities account that is subject to an account control agreement in form and substance satisfactory to the Agent and the Issuing Bank.

Copyright Security Agreement: the meaning specified in Subsection 4.1.7 (Intellectual Property Collateral Agreements).

Credit Limit: at any time, the lesser of (a) the RC Commitment at such time and (b) the amount of the Borrowing Base at such time.

Customer: the account debtor with respect to any Account and/or the prospective purchaser of goods, services or both with respect to any contract or contract right, and/or any party who enters into or proposes to enter into any contract or other arrangement with a Person, pursuant to which such Person is to deliver any personal property or perform any services.

Debtor Relief Laws: the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.

dedicated processing equipment: with respect to any ABL Priority Collateral, equipment that is attached in any manner to a platform or footer at Specific Real Property.

Default: any condition or event which, with notice or lapse of time or both, would become an Event of Default.

Default Rate: the meaning specified in Subsection 2.11.6 (Default Rate).

Defaulting Lender: subject to Subsection 2.18.2 (Defaulting Lender Cure), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days

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of the date such Loans were required to be funded hereunder unless such Lender notifies the Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Agent, the Issuing Bank, the Swing Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Loans) within two (2) Business Days of the date when due, (b) has notified the Borrower, the Agent or the Issuing Bank or Swing Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Agent or the Borrower, to confirm in writing to the Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender provided, further, that the Agent may, in its sole discretion, determine that a Lender (other than Bank) shall not be a Defaulting Lender solely as a result of the facts and circumstances of such Lender’s Parent described in this clause (d) and the Majority Lenders may, in their sole discretion, determine that Bank shall not be a Defaulting Lender solely as a result of the facts and circumstances of Bank’s Parent described in this clause (d). Any determination by the Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Subsection 2.18.2 (Defaulting Lender Cure)) upon delivery of written notice of such determination to the Borrower, the Issuing Bank, the Swing Lender and each Lender.

Designated Person: the meaning specified in Section 5.25 (Foreign Assets Control Regulations, Etc.).

Detwiler Family: collectively, (1) Paul I. Detwiler, Jr., Donald L. Detwiler, Paul I. Detwiler III, Steven Detwiler and James Van Buren, (2) any spouse of any of them, (3) descendants, and spouses of descendants, of any of them, (4) any trust established for the benefit of one or more of the foregoing individuals (so long as the trustee of such trust is either a financial institution or similar fiduciary (or a trust officer at a financial institution or similar

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fiduciary) or one or more of the foregoing individuals), (5) any corporation, partnership, limited liability company or other entity that is 100% owned and controlled by one or more of the foregoing individuals and/or trusts, and (6) upon the death of any of the foregoing individuals, the personal representative, executor or administrator of such deceased individual’s estate.

Disqualified Stock: in any Person, any Capital Stock of such Person that by its terms (or by terms of any security into which it is convertible or for which it is exchangeable), or otherwise (including the passage of time or the happening of an event), is required to be redeemed, is redeemable at the option of the holder thereof in whole or in part (including by operation of a sinking fund), or is convertible or exchangeable for Indebtedness of such Person at the option of the holder thereof, in whole or in part, at any time or for which such Person is required to pay cash dividends, interest or similar amounts; provided that only the portion of such equity security which is required to be redeemed, is so convertible or exchangeable or is so redeemable at the option of the holder thereof or is required to be paid before such date will be deemed to be Disqualified Stock. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Borrower to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that the Borrower may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 8.4 (Restricted Payments). The amount of Disqualified Stock deemed to be outstanding at any time for purposes of this Agreement will be the maximum amount that the Borrower and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock or portion thereof.

Dollars and $: dollars in lawful currency of the United States of America.

Domestic Account: an Account which arises out of a transaction between the Borrower or any of its Subsidiaries and a Customer who is located in the United States or in any state of the United States and such Customer maintains an office in the United States to which such Account is invoiced.

Dry Run Fee Property: shall mean the real property owned by Borrower on West Dry Run Road (Fannett Township, Franklin County), PA 17220, Tax Parcel Nos: 07-B23-007.

Dry Run Leasehold Property: shall mean the real property leased by Borrower on West Dry Run Road (Fannett Township, Franklin County), PA 17220; Tax Parcel No: 07-B23-008.

Dry Run Property: shall mean collectively the Dry Run Fee Property and the Dry Run Leasehold Property.

EBITDA: for any Person for any period, the Net Income of such Person for such period plus the sum of the following (to the extent deducted in the computation of such Net Income and without duplication): (a) depreciation expense and cost depletion; (b) amortization

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expense; (c) Interest Expense; and (d) Borrower Taxes (but, if there is a net tax benefit, such tax benefit shall be deducted from Net Income in calculating EBITDA).

Eligible Account: the net amount of each Account of any Loan Party arising in the ordinary course of business that Agent, in its Permitted Discretion, shall deem to be an Eligible Account. The net amount of Eligible Accounts at any time shall be the face amount of such Eligible Accounts as originally billed minus all cash collections and other proceeds of such Account received from or on behalf of the Customer thereunder as of such date (net of credits, rebates, discounts, allowances, freight claims, sales tax, finance charges and late charges). Among other factors Agent may consider, an Account shall not constitute an Eligible Account if:

(a)     it is not subject to a perfected, first priority Lien in favor of Agent or is subject to any other Lien other than a second priority lien in favor of the Collateral Agent securing the First Lien Notes;

(b)     it arises out of a sale made by a Loan Party to another Loan Party or to an Affiliate of any Loan Party or to a Person Controlled by an Affiliate of any Loan Party;

(c)     it is unpaid more than one hundred twenty (120) days after the original invoice date;

(d)     more than 50% of the Accounts from such Customer are ineligible as a result of clause (c) above;

(e)     the Customer shall (i) apply for, suffer, or consent to the appointment of, or the taking of possession by, a receiver, interim receiver, monitor, receiver and manager, custodian, trustee or liquidator or similar officials of itself or of all or a substantial part of its property or call a meeting of its creditors, (ii) admit in writing its inability, or be generally unable, to pay its debts as they become due or cease operations of its present business, (iii) make a general assignment for the benefit of creditors, (iv) commence a voluntary case under any state or federal bankruptcy laws (as now or hereafter in effect), (v) file a petition seeking to take advantage of, or give notice of its intention to make a proposal under, any law providing for the relief of debtors, (vi) be the subject of an order for relief in respect of any petition which is filed against it in any involuntary case under such bankruptcy laws, or (vii) take any corporate (or similar) action for the purpose of effecting any of the foregoing;

(f)      the sale is to a Customer whose jurisdiction of formation, principal place of business, or business location from which the order was placed is outside the United States of America, unless it is a Permitted Foreign Account;

(g)     the payment or collection of such Account, in Agent’s Permitted Discretion, is insecure or doubtful;

(h)     the Customer is the United States of America, any state or any department, agency or instrumentality of any of them, unless such Loan Party assigns its right to payment of such Account to Agent pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. Sub-Section 3727 et seq. and 41 U.S.C. Sub-Section 15 et seq.), or has

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otherwise complied with other applicable statutes or ordinances regarding assignment of claims, in each case, except as otherwise permitted by the Agent in its sole and absolute discretion;

(i)      the goods giving rise to such Account have not been delivered to and accepted by the Customer or the services giving rise to such Account have not been performed by such Loan Party and accepted by the Customer, or the Account represents retainage held under any contracts, costs and estimated earnings in excess of billings, bonded receivables or otherwise does not represent a final sale;

(j)      the Account is a contra account or is subject to any offset, deduction, defense, dispute, or counterclaim (but in each case only to the extent of such offset, deduction, defense, dispute or counterclaim), the Customer is also a creditor or supplier of such Loan Party (but only to the extent of such Loan Party’s obligations then due to such supplier or creditor) or the Account is contingent in any respect or for any reason; or

(k)     it is determined by Agent, in its Permitted Discretion, to be ineligible for any other reason.

Eligible Assignee:

(a)     a Lender;

(b)     an Affiliate of a Lender;

(c)     an Approved Fund; and

(d)     any Person (other than a natural person) approved by (i) the Agent, and (ii) unless an Event of Default has occurred and is continuing, the Borrower (each such approval not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within five (5) Business Days after having received notice thereof; provided further that notwithstanding the foregoing, “Eligible Assignee” shall not include (x) the Borrower or any of the Borrower’s Affiliates or Subsidiaries or (y) any Defaulting Lender or any of its Subsidiaries or any Person who, upon becoming a Lender hereunder, would constitute a Defaulting Lender.

Eligible Bank: a bank or trust company that (i) is organized and existing under the laws of the United States of America or Canada, or any state, territory, province or possession thereof, (ii) as of the time of the making or acquisition of an Investment in such bank or trust company, has combined capital and surplus in excess of $500,000,000 and (iii) the senior Debt of which is rated least “A” or the equivalent thereof from S&P or “A-2” or the equivalent thereof from Moody’s (or an equivalent rating by any other nationally recognized rating agency).

Eligible Inventory: finished goods Inventory of the Loan Parties valued at the lower of cost or market value in accordance with GAAP, determined on a first-in-first-out basis, which Agent, in its Permitted Discretion, shall deem to be Eligible Inventory. Among other factors Agent may consider, Inventory shall not constitute Eligible Inventory if it:

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(a)     is not subject to a perfected, first priority Lien in favor of Agent or is subject to any other Lien other than a second priority lien in favor of the Collateral Agent securing the First Lien Notes;

(b)     is raw material, work-in-process, or parts inventory;

(c)     is in transit, except Inventory, (A) to which title has passed to a Loan Party, (B) that is fully insured in accordance with this Agreement and (C) is in transit to or from a location owned or leased by one of the Loan Parties;

(d)     is located outside the United States of America;

(e)     is at third-party processors;

(f)      is being held on consignment;

(g)     is situated at a location not owned by a Loan Party, unless the owner or occupier of such location has executed in favor of Agent a Consent to Leasehold Mortgage or a Landlord/Warehousemen Agreement, as applicable, provided, however, that Eligible Inventory may include Inventory of Protection Services Inc., ASTI Transportation Systems, Inc., Precision Solar Controls Inc., SCI Products Inc. and Work Area Protection Corp. in an aggregate amount (based on lower of cost or market in accordance with GAAP) for all such Persons not to exceed in the aggregate at any time $1,000,000 that are at locations not subject to a Consent to Leasehold Mortgage or a Landlord/Warehousemen Agreement;

(h)     is components, packaging, supplies, advertising materials, publications, or packaging products;

(i)      is returned, reclaimed or repossessed goods;

(j)      is obsolete, slow moving or unmerchantable and unsaleable goods;

(k)     is scrap products; or

(1)     is determined by Agent, in its Permitted Discretion, to be ineligible for any other reason.

For the sake of clarity, no Rolling Stock shall constitute Eligible Inventory.

Eligible Real Property: (a) all Specific Real Property listed on Schedule 1.1B-1, Schedule 1.1B-2 or Schedule 1.1C that is subject to a perfected first priority lien in favor of the Agent unless environmental reports and surveys, each in form and substance acceptable to the Agent, have not been delivered to the Agent in accordance with Section 8.25 (Real Property); provided, that to the extent that such environmental reports and surveys are delivered after the applicable deadlines set forth in Section 8.25 (Real Property) for a given parcel of Specific Real Property, such Specific Real Property will be Eligible Real Property following such receipt by the Agent provided that they are in form and substance acceptable to the Agent and provided, further, the IDA Encumbered Property shall not become Eligible Real Property unless and until

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first priority lien mortgages are delivered and perfected and first priority lien title insurance acceptable to the Agent is delivered (which, among other things, shall not be subject to any encumbrance of the nature described in clause (a) Section 4.1.8 (Mortgages)) and further provided, that the Dry Run Property shall be considered Eligible Real Property as of the Closing Date even though the Borrower has not delivered a Closing First Lien Leasehold Mortgage for the Dry Run Leasehold Property; however the Dry Run Property shall cease to be Eligible Real Property if the Borrower does not deliver to Agent within forty five (45) days after the Closing Date (as may be extended by Agent in Agent’s discretion) the following items, unless and until such items are delivered: (i) fully-executed and acknowledged Memorandum of Lease by and between Borrower, as tenant, and the landlord, for the Dry Run Leasehold Property, in form sufficient to permit a leasehold mortgage to be recorded against the Dry Run Leasehold Property; (ii) a fully executed and acknowledged Leasehold Mortgage for the Dry Run Leasehold in form and substance acceptable to Agent; (iii) title insurance insuring such Leasehold Mortgage as a first lien with only those exceptions acceptable to Agent, in Agent’s discretion, and a “tie-in” endorsement to aggregate with the other title insurance policies issued for the other Closing PA First Lien Mortgages, (iv) related due diligence items as Agent may request consistent with the Closing PA First Lien Mortgages and (v) an opinion letter in form acceptable to Agent consistent with the Closing PA First Lien Mortgages; and (b) real property received in exchange for Specific Real Property pursuant to clause (b)(ix) of Section 8.7.2 (Sales and Other Dispositions)) to the extent that the Agent decides, in its discretion, that such real property shall be added as Eligible Real Property.

Employee Pension Plan: any Plan which is subject to Part 3 of Subtitle B of Title I of ERISA.

Environmental Indemnity Agreements: the meaning specified in Subsection 4.1.10 (Environmental Indemnity Agreements).

Environmental Laws: any national, state or local law or regulation (including, without limitation, CERCLA, RCRA, OSHA and common law) enacted in connection with or relating to the protection or regulation of public or occupant health, safety or environment, including, without limitation, those laws, statutes, rules and regulations regulating the disposal, removal, production, storing, refining, handling, transferring, processing, or transporting of Hazardous Substances, and any regulations issued or promulgated in connection with such statutes by any Governmental Authority and any opinions, orders, decrees or judgments issued by any court of competent jurisdiction or by any Governmental Authority in connection with any of the foregoing and all terms and conditions of all Governmental Licenses.

Environmental Material Adverse Change: the following costs, expenses, obligations or liabilities of any nature, contingent (to the extent of the reasonable assessment of such contingent liability) or matured (collectively, “liabilities”), which, in the aggregate for all such liabilities incurred or to be incurred (to the extent not covered by Insurance or not previously paid), at any one time exceed or could reasonably be expected to exceed $5,000,000 or (to the extent not covered by insurance) during the term of this Agreement exceed or reasonably could be expected to exceed $10,000,000 or, if not reasonably capable of being designated as a monetary amount, results or could reasonably be expected to result in a Material Adverse Change: liabilities arising out of the presence, use, treatment, storage, transportation,

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disposal, investigation, monitoring, cleanup or contribution related to any Hazardous Substances, or any Releases, in non-compliance with, or in violation of, any Environmental Laws, including liabilities under RCRA or CERCLA or any state analog to such statute. For purposes of this Agreement, any conditions, actions and/or inactions which result or could reasonably be expected to result in a liability described in the preceding sentence shall be aggregated to the extent stated in the preceding sentence such that each reference in this Agreement to Environmental Material Adverse Change shall be considered together such that the $5,000,000 cap at any one time shall apply to the sum of all such conditions, actions and/or inactions as to which such liabilities exist or may exist at any one time and the $10,000,000 cap over the term of this Agreement shall apply to the sum of all such conditions, actions and/or inactions as to which such liabilities arise or may arise over the term of this Agreement, regardless of how or where the same are referenced.

ERISA: the Employee Retirement Income Security Act of 1974 and any regulations issued thereunder by the Department of Labor or PBGC.

ERISA Affiliate: (a) any corporation included with the Borrower or any of its Subsidiaries in a controlled group of corporations within the meaning of Section 414(b) of the Code, (b) any trade or business (whether or not incorporated) which is under common control with the Borrower or any of its Subsidiaries within the meaning of Section 414(c) of the Code, (c) any member of an affiliated service group of which the Borrower or any of its Subsidiaries is a member within the meaning of Section 414(m) of the Code and (d) any other group including the Borrower or any of its Subsidiaries that is treated as a single employer within the meaning of Section 414(o) of the Code. Notwithstanding anything in this Agreement to the contrary, for purposes of this definition, the term “Subsidiary” shall include South Woodbury.

Eurodollar Deposits: U.S. dollar-denominated deposits at foreign banks or foreign branches of American banks.

Event of Default: the meaning specified in Section 9.1 (Events of Default).

Excess Availability: as at any time the amount, as determined by the Agent, equal to: (a) the Borrowing Base at such time, minus (b) the sum of (without duplication) (i) LC Obligations, plus (ii) the aggregate principal amount of any outstanding Loans.

Excess Cash Flow: for any period, the sum of (1) EBITDA, minus (2) Borrower Taxes paid in cash, minus (3) Fixed Charges, minus (4) Non-Financed Capital Expenditures.

Excluded Assets: (a) with respect to any general intangible that may be included in ABL Priority Collateral, such general intangible but only to the extent and for so long as the grant of a security interest in such general intangible is prohibited by any applicable Law or requires a consent not obtained of any Governmental Authority pursuant to applicable Law (after giving effect to Section 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable Law) and (b) with respect to assets that do not constitute ABL Priority Collateral, the assets listed as “Excluded Assets” on Schedule 1.1E hereto.

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Excluded Bank Accounts: (a) any Collateral Agent Bank Accounts, (b) such other bank accounts established by the Borrower and its Subsidiaries used exclusively for payroll, payroll taxes or employee benefits, escrow, insurance, or fiduciary purposes, (c) the Permitted Cash Collateral Accounts, (d) such other accounts as individually do not have average monthly balances in excess of $100,000 or in the aggregate do not have average monthly balances in excess of $500,000 and (e) such other accounts as may be agreed to in writing by Agent in its sole discretion.

Excluded Key-Man Policies: the cash surrender value on proceeds of any key-man life insurance policies on the lives of the shareholders of the Borrower party to the Stock Restriction and Management Agreement dated as of March 1, 1990 among the Borrower and such shareholders, if, and to the extent, that such agreement prohibits any other Liens on such policies.

Excluded Taxes: any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.17 (Designation of a Different Lending Office; Replacement of Lenders) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.16 (Taxes), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Subsection 2.16.5 (Status of Lenders), and (d) any U.S. federal withholding Taxes imposed under FATCA.

Executive Order: the Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, and relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism.

Existing Indenture: that certain indenture dated as of August 18, 2010 among the Borrower and Wells Fargo Bank, National Association, as Trustee, pursuant to which the Existing Notes were issued.

Existing Notes: the 11% secured notes due 2018 issued by the Borrower pursuant to the Existing Indenture on August 18, 2010.

Fair Market Value: with respect to the consideration received or paid in any transaction or series of transactions, the fair market value thereof as determined in good faith by the Board of Directors of the Borrower.

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FATCA: Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof.

Federal Funds Rate: for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next Business Day as so published on the next succeeding Business Day, and (b) if such rate is not so published for any day, the Federal Funds Rate for such day shall be the average rate charged to the Agent on such day on such transactions as determined by the Agent.

Fee Mortgages: the meaning specified in Section 8.25 (Real Property).

First Lien Indenture: that certain indenture dated as of the Closing Date among the Borrower, the guarantors named therein and Wells Fargo Bank, National Association, as Trustee and Collateral Agent, pursuant to which the First Lien Notes are issued.

First Lien Note Collateral: collectively, (a) the First Lien Note Priority Collateral and (b) subject to the prior Lien granted to the Agent for the benefit of the Secured Parties and any Permitted Additional ABL Liens, all ABL Priority Collateral other than the Specific Real Property Fee with No Second.

First Lien Note Priority Collateral: all of the following property of each Loan Party now owned or at any time hereafter acquired by such Loan Party or in which such Loan Party now has or at any time in the future may acquire any right, title or interest:

(a)     all “equipment” (as defined in Article 9 of the Uniform Commercial Code) and “fixtures” (as defined in Article 9 of the Uniform Commercial Code);

(b)     all Material Real Property;

(c)     Collateral Agent Bank Accounts;

(d)     all Capital Stock of any Subsidiary of any Loan Party in which a Lien is granted to the Collateral Agent to secure the First Lien Notes;

(e)     all “general intangibles”, “documents”, “instruments”, “chattel paper” and “commercial tort claims” relating to the foregoing (in each case, as defined in Article 9 of the Uniform Commercial Code) and all the following owned by or licensed to any Loan Party: (i) patents and patent applications, (ii) copyrights, including copyrights in software, (iii) trademarks, service marks, trade names, brand names, trade dress, corporate names, fictitious names, slogans, domain names, designs, and indicators of source or goodwill, together with all of the goodwill associated therewith, (iv) trade secrets, inventions (whether patented or not), technology, know-how, data, databases and other confidential or proprietary information, (v) all

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issuances, registrations and applications of the foregoing, together with all provisionals, divisions, continuations, continuations-in-part, re-examinations, reissues, extensions, supplemental protections, and renewals thereof, (vi) all rights therein throughout the world, (vii) all proceeds therefrom and (viii) all rights to sue for, and to obtain damages and equitable relief for, past, present and future infringement, misappropriation, dilution or violation thereof;

(f)      all accessions to, substitutions for, and all replacements, products, and cash and non-cash proceeds of the foregoing, including proceeds of and unearned premiums with respect to insurance policies, insofar as they insure the foregoing, and claims against any Person for loss, damage or destruction of any of the foregoing;

(g)     all books and records (including customer lists, files, correspondence, tapes, computer programs, print-outs and computer records) pertaining to the foregoing;

(h)     all other assets and properties pledged to the Collateral Agent that do not constitute ABL First Lien Collateral (as defined in the Intercreditor Agreement) or ABL Exclusive Real Property (as defined in the Intercreditor Agreement); and

(i)      all proceeds of the foregoing;

provided that, notwithstanding the foregoing, none of the ABL First Lien Collateral, ABL Exclusive Real Property and Noteholder Excluded Assets (each as defined in the Intercreditor Agreement) shall constitute “First Lien Note Priority Collateral.”

First Lien Notes: the 13% senior secured notes due 2018 issued by the Borrower pursuant to the First Lien Indenture on the Closing Date in an aggregate principal amount of $265,000,000 and all other notes issued by the Borrower pursuant to the First Lien Indenture for the purpose of evidencing capitalized interest.

Fixed Charge Coverage Ratio: as of the end of any applicable fiscal quarter (unless the Agent determines that such calculation shall be made on a monthly basis, in which case such calculation shall be as of the end of any applicable calendar month), the ratio of:

(1) EBITDA minus

(a)               Non-Financed Capital Expenditures, minus

(b)              Borrower Taxes (including franchise taxes paid in cash and permitted Restricted Payments payable in respect of shareholder tax) paid in cash, to

(2) Fixed Charges,

in each case for the Borrower and its Restricted Subsidiaries, on a Consolidated basis, for the immediately preceding four fiscal quarters then ending, or twelve month period, as applicable.

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Fixed Charges: for any period, the sum of the following determined on a Consolidated basis, without duplication, for the Borrower and its Restricted Subsidiaries: (a) Interest Expense (excluding paid-in-kind interest), and (b) Scheduled Principal Payments.

Foreign Lender: any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

Foreign Subsidiary: with respect to any Person, any Restricted Subsidiary of such Person that is not a Domestic Subsidiary and any Restricted Subsidiary of such Foreign Subsidiary.

Fronting Exposure: at any time there is a Defaulting Lender, (a) with respect to the Issuing Bank, such Defaulting Lender’s Applicable Percentage of the outstanding LC Obligations with respect to Letters of Credit issued by the Issuing Bank other than LC Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swing Lender, such Defaulting Lender’s Applicable Percentage of outstanding Swing Loans made by the Swing Lender other than Swing Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders.

Fronting Fee: the meaning specified in Subsection 3.1.6 (Fees).

Fund: any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

GAAP: generally accepted accounting principles in the United States consistently applied, as in effect from time to time.

Governmental Authority: the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

Governmental License: any permit, consent, approval, registration, license or authorization of, or issued by, any Governmental Authority required to own or operate a quarry or engage in any other Permitted Business.

Granting Lender: the meaning specified in Subsection 2.15.2 (Special Purpose Funding Vehicle).

Guarantor: a Person that provides a Guaranty of any Obligations.

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Guaranty: as applied to any Person, any direct or indirect liability, contingent or otherwise, of such Person with respect to any indebtedness, lease, dividend or other obligation of another Person, including, but not limited to, any such obligation directly or indirectly guaranteed, endorsed (otherwise than for collection or deposit in the ordinary course of business) or discounted or sold with recourse by such Person, or in respect of which such Person is otherwise directly or indirectly liable, including, but not limited to, any such obligation in effect guaranteed by such Person through any agreement (contingent or otherwise) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), or to maintain the solvency or any balance sheet or other financial condition of the obligor of such obligation, or to make payment for any products, materials or supplies or for any transportation or services regardless of the non delivery or non-furnishing thereof, in any such case if the purpose or intent of such agreement is to provide assurance that such obligation will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such obligation will be protected against loss in respect thereof.

Hazardous Substances: any and all chemicals, pollutants, contaminants, toxic or hazardous wastes or any other substances that might pose a hazard to health or safety or the environment, the removal of which may be required or the generation, manufacture, refining, production, processing, treatment, storage, handling, transportation, transfer, use, disposal, release, discharge, spillage, seepage or filtration of which is or shall be restricted, prohibited or penalized by any Environmental Law (including, without limitation, petroleum products, asbestos, urea formaldehyde foam insulation, lead based paint and polychlorinated biphenyls and substances defined as Hazardous Substances under CERCLA).

Headquarters Lease: the Amended and Restated Lease Agreement dated as of February 28, 2003 but effective as of February 15, 2001 between South Woodbury and the Borrower, with respect to the real property commonly known as 3912 Brumbaugh Road, New Enterprise, Pennsylvania 16664.

Hedging Agreement: any agreement (including terms and conditions incorporated by reference therein) in respect of a Hedging Obligation.

Hedging Obligations: with respect to any Person, the obligations of such Person under (a) currency exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements and currency exchange, interest rate or commodity collar agreements, and or combinations thereof, and (b) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange, interest rates or commodity prices, in each case not entered into for speculative purposes.

IDA Encumbered Property: the meaning specified in Subsection 4.1.8 (Mortgages).

IDA Mortgage: the meaning specified in Subsection 4.1.8 (Mortgages).

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IEEPA: the International Emergency Economic Power Act, 50 U.S.C. §1701 et. seq.

Indebtedness: at any time (without duplication), with respect to any Person, whether recourse is to all or a portion of the assets of such Person, or non-recourse, and whether or not contingent, the following:

(a)                                  all indebtedness of such Person for money borrowed;

(b)                                 all obligations of such Person for the deferred purchase price of property or services (other than trade payables in the ordinary course of business where the purchase price for the property or services is payable and paid not more than ninety (90) days after the date of incurrence of the obligation in respect thereof);

(c)                                  all obligations of such Person evidenced by bonds, debentures, notes, or other similar instruments;

(d)                                 all obligations of such Person with respect to letters of credit, bankers’ acceptances or similar facilities issued for the account of such Person;

(e)                                  all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property or assets acquired by such Person (even if the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property) and all other indebtedness secured by a Lien on the property or assets of such Person;

(f)                                    all Capital Lease Obligations of such Person;

(g)                                 the maximum redemption or repurchase price of Disqualified Stock in such Person at the time of determination;

(h)                                 any Hedging Obligations of such Person at the time of determination;

(i)                                     Attributable Debt with respect to any Sale and Leaseback Transaction to which such Person is a party;

(j)                                     all obligations of the types referred to in clauses (a) through (i) of this definition of another Person and all dividends and other distributions of another Person, the payment of which, in either case, (i) such Person has given a Guaranty or (ii) is secured by (or the holder of such Indebtedness or the recipient of such dividends or other distributions has an existing right, whether contingent or otherwise, to be secured by) any Lien upon the property or other assets of such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness, dividends or other distributions;

(k)                                  all payments required by such Person under non-compete agreements entered into in connection with an Acquisition; and

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(l)                                     the Indebtedness of any partnership or unincorporated joint venture in which such Person is a general partner or joint venture that is liable for the obligations of the partnership or unincorporated joint venture (to the extent of such liability).

For purposes of this Agreement: (A) the maximum repurchase price of any Disqualified Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were repurchased on any date on which Indebtedness shall be required to be determined pursuant to this Agreement; (B) the amount outstanding at any time of any Indebtedness issued with original issue discount shall be the stated principal amount thereof; (C) the amount of any Indebtedness described in clause (j)(i) above shall be the maximum liability under any such Guaranty; and (D) the amount of any Indebtedness described in clause (j)(ii) above shall be the lesser of (1) the maximum amount of the obligations so secured and (2) the Fair Market Value of such property or other asset.

Indemnified Taxes: (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

Indemnitee: the meaning specified in Subsection 11.13.2 (Indemnification by the Borrower).

Indentures: the First Lien Indenture and the Existing Indenture.

Independent Director: of the Borrower means a member of the Board of Directors that is both (a) “Independent” within the meaning of the New York Stock Exchange Listed Company Manual as in effect on the Closing Date, and (b) a Disinterested Director. As used herein, a “Disinterested Director” means, with respect to any proposed transaction between (i) the Borrower or a Restricted Subsidiary, as applicable, and (ii) an Affiliate thereof (other than the Borrower or a Restricted Subsidiary), a member of the Board of Directors of the Borrower or such Restricted Subsidiary, as applicable, who would not be a party to, or have a financial interest in, such transaction and is not an officer, director or employee of, and does not have a financial interest in, such Affiliate. For purposes of this definition, no person would be deemed not to be a Disinterested Director solely because such person holds Capital Stock in the Borrower or is an employee of the Borrower.

Information: the meaning specified in Subsection 11.12.2 (Information).

Insurance: commercial insurance but excluding Bonding Arrangements or other types of indemnification where the insured is responsible to reimburse the surety for claims paid or made.

Intellectual Property: the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including (a) all copyrights now or hereafter existing, created, acquired or held, arising under the laws of the United States, any other country or any political subdivision thereof, whether registered or unregistered and whether published or unpublished, all registrations and recordings thereof, and all applications in connection therewith, including all registrations, recordings and applications in the United States Copyright Office, (b) inventions,

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formulae, discoveries and ideas (whether patentable or unpatentable and whether or not reduced to practice), and all patents, patent rights, applications for patents (including divisions, continuations, continuations-in-part and reexaminations), and any renewals, extensions, reissues or improvements thereof, now existing and hereafter adopted or acquired in the United States, any other country or any political subdivision thereof, (c) all registered and unregistered trademarks, trade names, corporate names, company names, business names, fictitious business names, trade dress, service marks, logos, designs, domain names and other source or business identifiers, and all goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof, or otherwise, and all common law rights related thereto, (d) all trade secrets arising under the laws of the United States, any other country or any political subdivision thereof, (e) all rights to obtain any reissues, renewals or extensions of the foregoing, (f) all licenses for any of the foregoing, and (g) all causes of action arising prior to or after the date hereof for infringement, dilution, misappropriation, violation or unfair competition associated with or of the foregoing.

Intellectual Property Collateral Agreements: the Copyright Security Agreement, the Patent Security Agreement, and the Trademark Security Agreement.

Intercreditor Agreement: that certain Intercreditor Agreement dated as of the Closing Date, by and among the Borrower, the Guarantors named therein, the Agent, and the Collateral Agent.

Interest Expense: with respect to any Person for any period, without duplication, the sum of:

(a)                                  the interest expense of such Person and its Restricted Subsidiaries for such period (net of the amount of cash interest income for such period) as determined on a consolidated basis in accordance with GAAP, including (whether or not the following are so included under GAAP):

(i)                                          the Commitment Fee;

(ii)                                       any amortization of debt discount;

(iii)                                    the net cost under interest rate Hedging Obligations (including any amortization of discounts);

(iv)                                   the interest portion of any deferred payment obligation;

(v)                                      all commissions, discounts and other fees and charges owed with respect to letters of credit, bankers’ acceptance financing or similar activities; and

(vi)                                   all accrued interest; and

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(b)                                 the interest component of Capital Lease Obligations paid, accrued and/or scheduled to be paid or accrued by such Person and its Restricted Subsidiaries during such period determined on a consolidated basis in accordance with GAAP.

Interest Period: the period commencing on the date of a borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six Months thereafter; provided, that (i) if any Interest Period would end on a day other than a London Business Day, such Interest Period shall be extended to the next succeeding London Business Day unless such next succeeding London Business Day would fall in the next calendar month, in which case such Interest Period shall end on the immediately preceding London Business Day and (ii) any Interest Period that commences on the last London Business Day of a calendar month for which there is no corresponding London Business Day in the last month of the Interest Period (or commences on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last London Business Day of the last calendar month of such Interest Period; provided, further, that, in the event an Interest Period is extended to the next London Business Day in a month, the succeeding Interest Period will end on the day it would have ended had the preceding Interest Period not been so extended (e.g., if the preceding period is extended to the 16th because the 15th is not a London Business Day, the succeeding period will end on the 15th as long as it is a London Business Day). For purposes hereof, the date of a Loan initially shall be the date on which such Loan is made, and thereafter shall be the effective date of the most recent conversion or continuation of such Loan.

Inventory: the meaning specified for such term under the Uniform Commercial Code.

Investment: by any Person means any direct or indirect loan, advance (or other extension of credit) or capital contribution to (by means of any transfer of cash or other property or assets to another Person or any other payments for property or services for the account or use of another Person) another Person, including, without limitation: (a) the purchase or acquisition of any Capital Stock or other evidence of beneficial ownership in another Person; (b) the purchase, acquisition or Guaranty of the Indebtedness of another Person; and (c) the purchase or acquisition of all or substantially all assets of another Person or any division or line of business of a Person; but shall exclude: (i) accounts receivable and other extensions of trade credit on commercially reasonable terms in accordance with normal trade practices; (ii) the acquisition of property and assets in the normal course of business; and (iii) prepaid expenses and workers’ compensation, utility, lease and similar deposits, in the normal course of business.

IP and Licenses: the meaning specified in Section 5.9 (Licenses; Intellectual Property).

IRS: the United States Internal Revenue Service, or any governmental agency or instrumentality succeeding to the functions thereof.

Issuing Bank: M&T, in its capacity as issuer of Letters of Credit hereunder, or such other Lender designated by the Borrower and acceptable to the Agent.

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Kettle Creek Partners G.P., LLC: Kettle Creek Partners G.P., LLC, a Pennsylvania limited liability company.

Kettle Creek Partners L.P.: Kettle Creek Partners L.P., a Pennsylvania limited partnership.

Landlord/Warehousemen Agreement: an agreement in form and substance satisfactory to Agent, which is executed in favor of the Agent by a Person who owns or occupies premises at which any Inventory may be located from time to time and by which such Person shall waive any Lien that such Person may ever have with respect to any such Inventory and shall authorize the Agent from time to time to enter upon the premises to inspect or remove the Inventory from such premises or to use such premises to store or dispose of such Inventory or on such other terms as the Agent in its Permitted Discretion may deem acceptable.

Law: all common law and all applicable provisions of constitutions, laws, statutes, ordinances, rules, treaties, regulations, permits, licenses, approvals, interpretations and orders of courts or Governmental Authorities and all orders and decrees of all courts and arbitrators.

LC Obligations: at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of Unreimbursed Drawings.

Leasehold Mortgages: the meaning specified in Section 8.25 (Real Property).

Leasehold Recording Document: the meaning specified in Subsection 4.1.8 (Mortgages).

Lender and Lenders: the respective meanings specified in the preamble to this Agreement.

Lender Required Payment: the meaning specified in Subsection 2.15.1 (Funding by Lenders; Presumption by Agent).

Letter of Credit Fees: the meaning specified in Subsection 3.1.6 (Fees).

Letter of Credit Sublimit: the meaning specified in Subsection 3.1.1 (Commitment to Issue Letters of Credit).

Letters of Credit: any and all letters of credit issued (or pursuant to Subsection 3.1.1 (Commitment to Issue Letters of Credit) deemed issued) pursuant to this Agreement.

LIBOR: the rate per annum as reported on Reuters Screen LIBOR 01 Page or any successor thereto or any other service selected by the Agent which has been nominated by the British Bankers Association as an authorized information vendor for the purpose of displaying such rates on the basis of the offered rates for deposits in Dollars, for a period of time equal to the relevant Interest Period on the day that is two (2) London Business Days preceding the commencement of such Interest Period; provided, however, if the rate described above is not

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available on any applicable interest determination date, then LIBOR shall be determined by the Agent in accordance with such other method as the Agent may reasonably use to determine LIBOR for other credit facilities. In the event that the Agent is unable to obtain any such quotation as provided above, it will be deemed that LIBOR cannot be determined.

LIBOR Loans: Loans bearing interest at a rate equal to Adjusted LIBOR plus the Applicable Margin.

Lien: with respect to any asset, any mortgage, lien, pledge, adverse claim, charge, security interest or other encumbrance, or any other type of preferential arrangement that has the practical effect of creating a security interest, in respect of such asset. For the purposes of this Agreement and the other Loan Documents, the Borrower or any of its Restricted Subsidiaries shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, Capital Lease or other title retention agreement relating to such asset.

Loan Documents: this Agreement, the Notes, the Security Agreement, the Subsidiary Suretyship, the Intellectual Property Collateral Agreements, the Mortgages, the Environmental Indemnity Agreements, the Intercreditor Agreement, each Bonding Intercreditor Agreement and any and all agreements, documents and instruments executed, delivered or filed pursuant to this Agreement. For the sake of clarity, Hedging Agreements and Letters of Credit are not Loan Documents, but obligations in respect thereof owing to Swap Parties (in the case of Hedging Agreements) and the Issuing Bank and the Lenders (in the case of Letters of Credit) shall be secured by the Collateral.

Loan Parties: the Borrower and each Restricted Subsidiary (other than Rock Solid Insurance).

Loans: the amounts loaned to the Borrower pursuant to this Agreement. Loans may be RC Loans (including Overadvances, as applicable), or Swing Loans.

London Business Day: a day on which the relevant London interbank markets are open for dealings in Dollar deposits.

M&T: the meaning specified in the preamble to this Agreement.

Majority Lenders: at any time, Lenders having greater than fifty percent (50%) of the RC Commitment (whether borrowed or not) but excluding any RC Commitment of Lenders who have forfeited their right to vote under the terms of this Agreement.

Material Adverse Change: any material adverse change in:

(a)                                  the business, condition (financial or otherwise), operations or properties of the Borrower or of the Loan Parties, taken as a whole;

(b)                                 the binding nature, validity or enforceability of any of the Loan Documents;

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(c)                                  the ability of the Loan Parties to perform their obligations under any of the Loan Documents; or

(d)                                 the validity, perfection, priority or enforceability of the Liens granted to Agent in respect of any ABL Priority Collateral or a material portion of the other Collateral.

Material Contract: (without duplication) (a) any contract or other agreement, written or oral, of the Borrower or any of its Restricted Subsidiaries involving monetary liability (contingent or otherwise) of or to any such Person in an amount in excess of $7,000,000 per annum (other than road building or other materials supply contracts the monetary liability of or to any such Person in respect of which is in an amount in excess of $15,000,000 per annum), (b) indemnity agreements with any bonding companies, or (c) any other contract or agreement, written or oral, of the Borrower or any of its Restricted Subsidiaries with which the failure to comply could reasonably be expected to result in a Material Adverse Change.

Material Real Property: (a) any of the parcels of real property listed on Schedule 1.1A-1 and Schedule 1.1 A-2 hereto owned or leased by a Loan Party and (b) other than Restricted Assets (as defined in Schedule 1.1E hereto), any additional parcel of real property or group of contiguous parcels of real property (including improvements thereon, fixtures thereto, dedicated processing equipment used thereat other than Rolling Stock, minerals contained therein before extraction, and proceeds of each of the foregoing) acquired by a Loan Party having a purchase price in excess of $ 1,000,000 (provided that such threshold shall not be applicable in the case of real property (including all minerals contained therein before extraction) that is integrally related to the ownership or operation of a property subject or intended to be subject to a mortgage in favor of the Collateral Agent or otherwise necessary for such mortgaged property to be in compliance with all requirements of Law applicable to such mortgaged property) that, from time to time, may become subject to a first priority Lien in favor of the Collateral Agent in accordance with the First Lien Indenture and this Agreement but specifically excluding ABL First Lien Mortgaged Properties (as defined in the Intercreditor Agreement) and the ABL Exclusive Real Property (as defined in the Intercreditor Agreement), in each case of clauses (a) and (b) including improvements thereon, fixtures thereto, dedicated processing equipment used thereat (other than Rolling Stock), minerals contained therein before extraction, and substitutions, replacements, products, insurance proceeds with respect to and other proceeds of the foregoing.

Material Real Property Mortgages: (a) first priority lien mortgages or deeds of trust, as applicable, encumbering the fee interest or leasehold interest, as applicable, in and to the Material Real Property in favor of the Collateral Agent (securing the First Lien Notes) pursuant to the First Lien Indenture and related security documents subject only to Permitted Liens and (b) with respect to Material Real Property in the Commonwealth of Pennsylvania, a second priority lien (subject only to the Liens in (a)) mortgage or deed of trust in favor of the Agent.

Maturity Date: the earliest of (a) March 15, 2017, (b) the date that is six months prior to the maturity date of the First Lien Notes or Existing Notes, whichever is earlier and (c) the date on which the RC Commitment is terminated in accordance with the terms of this Agreement.

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Minimum Collateral Amount: at any time, (i) with respect to Cash Collateral consisting of cash or deposit account balances, an amount equal to 105% of the Fronting Exposure of the Issuing Bank with respect to Letters of Credit issued and outstanding at such time and (ii) otherwise, an amount determined by the Agent and the Issuing Bank in their sole discretion.

Minimum Excess Availability: the greater of (i) $25,000,000, or (ii) 15% of the lesser of (A) the RC Commitment and (B) the amount of the Borrowing Base.

Minimum Funding Standard: the minimum funding standard within the meaning of Section 302 of ERISA and Sections 412 or 430 of the Code.

Miscellaneous Encumbrance: the meaning specified in Section 8.2 (Liens; Licenses).

Month: a period from and including a given day in a calendar month to the day in the subsequent calendar month numerically corresponding to such given day except that (a) if there is no numerical correspondent in such subsequent calendar month, or (b) if such given day is the last day of a calendar month, such day shall be the last day of such subsequent calendar month.

Mortgages: the meaning specified in Section 8.25 (Real Property).

Multiemployer Plan: a multiemployer pension plan as defined in Section 3(37) of ERISA to which the Borrower, any of its Subsidiaries or any ERISA Affiliate is or has been required to contribute.

NESL II: NESL II, LLC, a Pennsylvania limited liability company.

NESL Shareholders’ Agreement: that certain Stock Restriction and Management Agreement dated as of March 1, 1990 among the Borrower and certain of its shareholders.

Net Income: with respect to any Person, for any period, the Consolidated net income (or loss) (including income (or loss) allocable to non-controlling interests) of such Person and its Restricted Subsidiaries for such period as determined in accordance with GAAP, adjusted, to the extent included in calculating such net income, by excluding, without duplication:

(a)                                  all extraordinary or non-recurring gains or losses (net of fees and expense relating to the transaction giving rise thereto);

(b)                                 the portion of net income of such Person and its Restricted Subsidiaries allocable to non-controlling interests in unconsolidated Persons or Investments in Unrestricted Subsidiaries to the extent that cash dividends or distributions have not actually been received by such Person or one of its Restricted Subsidiaries;

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(c)                                  gains or losses in respect of any Asset Sales (as defined in the First Lien Indenture on the date of this Agreement) by such Person or one of its Restricted Subsidiaries (net of fees and expenses relating to the transaction giving rise thereto), on an after-Tax basis;

(d)                                 the net income of any Restricted Subsidiary or such Person to the extent that the declaration of dividends or similar distributions by that Restricted Subsidiary of that income is not at the time permitted, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulations applicable to that Restricted Subsidiary or its stockholders;

(e)                                  any gain or loss realized as a result of the cumulative effect of a change in accounting principles;

(f)                                    any fees and expenses paid in connection with the Refinancing Transactions; and

(g)                                 non-cash compensation expense incurred with any issuance of equity interests to an employee of such Person or any Restricted Subsidiary;

provided, however, to the extent that:

(i)                                   non-cash write-ups or write-downs of assets or liabilities, and

(ii)                                income or loss attributable to discontinued operations (including operations disposed of during such period whether or not such operations were classified as discontinued),

were incurred during the period commencing March 1, 2011 and ending February 29, 2012, the foregoing shall be excluded from the calculation of Net Income for purposes of determining the Fixed Charge Coverage Ratio provided that (i) and (ii) were incurred in the previous four quarters as of the date of determination.

Non-Consenting Lender: any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all affected Lenders in accordance with the terms of Subsection 11.4.1 (In General) and (b) has been approved by the Majority Lenders.

Non-Defaulting Lender: at any time, each Lender that is not a Defaulting Lender at such time.

Non-Financed Capital Expenditures: all Capital Expenditures paid out of operating cash flow or the proceeds of the RC Loans.

Notes: collectively, the promissory notes delivered by the Borrower to the Lenders (including any successors or assigns thereof) pursuant to this Agreement in substantially

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the forms attached to this Agreement as Exhibit A-1 and Exhibit A-2, and any replacement promissory notes issued in lieu of the foregoing.

Obligations: any and all indebtedness, obligations and liabilities of any type or nature, direct or indirect, absolute or contingent, related or unrelated, due or not due, liquidated or unliquidated, arising by operation of law or otherwise, now existing or hereafter arising or created by any Loan Party to any Secured Party, related to the Loans, the LC Obligations or (without duplication) represented by or incurred pursuant or relating to the Loan Documents. Without limiting the generality of the foregoing, the term “Obligations” shall include, without limitation:

(a)                                  principal of, and interest on the Loans and the Notes;

(b)                                 any and all other fees, indemnities, costs, obligations and liabilities of the Loan Parties from time to time under or in connection with the Loan Documents;

(c)                                  all obligations of the Borrower owing to the Issuing Bank or any Lender under Letters of Credit or other debt instruments issued by the Issuing Bank or any Lender under the terms of this Agreement; and

(d)                                 all amounts (including but not limited to post-petition interest) in respect of the foregoing that would be payable but for the fact that the obligations to pay such amounts are unenforceable or not allowable due to the existence of a proceeding under any Debtor Relief Law involving the Borrower or any of the other Loan Parties.

OFAC: the U.S. Department of Treasury’s Office of Foreign Assets Control.

Officer’s Certificate: a certificate signed on behalf of the Borrower by the principal executive officer, the principal financial officer or the principal accounting officer of the Borrower.

Officer’s Compliance Certificate: a certificate in the form of Exhibit K hereto.

One Month LIBOR: for any date, a rate equal to LIBOR as at that date with a one-month Interest Period.

Organizational Documents: with respect to any Person other than a natural person, the documents by which such Person was organized (such as a certificate of incorporation, certificate of limited partnership or articles of organization, and including, without limitation, any certificates of designation for preferred stock or other forms of preferred equity) and which relate to the internal governance of such Person (such as bylaws, a partnership agreement or an operating, limited liability or members agreement).

OSHA: the Occupational Safety and Health Act, 29 U.S.C. 651 et seq.

Other Connection Taxes: with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered,

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become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

Other Taxes: all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.17 (Designation of a Different Lending Office; Replacement of Lenders)).

Overadvances: the meaning specified in clause (a) of Section 2.2 (Overadvances).

Participant: the meaning assigned to such term in Subsection 11.5.4 (Participations).

Participant Register: the meaning assigned to such term in Subsection 11.5.4 (Participations).

Patent Security Agreement: the meaning specified in Subsection 4.1.7 (Intellectual Property Collateral Agreements).

PATRIOT Act: the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56) (The USA PATRIOT Act).

PBGC: Pension Benefit Guaranty Corporation, or any governmental agency or instrumentality succeeding to the functions thereof.

Permitted Additional ABL Liens: with respect to ABL Priority Collateral, shall mean: (i) Permitted Liens arising by operation of law and not by agreement that does not have priority over the Liens in favor of the Agent; (ii) leases and subleases permitted by clause (o) of the definition of Permitted Liens; (iii) title exceptions, survey exceptions and like Liens permitted by clause (r) of the definition of Permitted Lien; (iv) the IDA Mortgage; and (v) Liens in favor of the Collateral Agent securing the First Lien Notes, which Liens are junior and subordinate to the Liens in favor of the Agent.

Permitted Bonding Companies: any sureties recognized in the industry as providing bonding services; provided, however, that, except with respect to Permitted Non-Job Surety Bonding Arrangements that do not require intercreditor agreements, no such surety shall be deemed a “Permitted Bonding Company” unless the Borrower delivers a Bonding Intercreditor Agreement between the Borrower or the relevant Restricted Subsidiary, on one hand, and such surety on the other hand, (a) with respect to any surety to be designated a Permitted Bonding Company on the Closing Date, on the Closing Date and (ii) with respect to any surety to be designated a Permitted Bonding Company after the Closing Date, on the date or within thirty (30) days of such designation.

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Permitted Businesses: the businesses conducted by the Borrower and its Subsidiaries as of the Closing Date and other businesses reasonably related to the foregoing.

Permitted Cash Collateral Account: one or more cash collateral accounts in an aggregate amount for all such accounts not to exceed at any time $1,000,000.

Permitted Discretion: the reasonable, from the perspective of an asset based lender, business judgment of the Agent.

Permitted Foreign Account: for purposes of determining Eligible Accounts, any Account that is either:

(a)                                  not a Domestic Account and is secured by a letter of credit, credit insurance, guaranty or acceptance terms, in each case in an amount not less than the aggregate of all Accounts secured thereby, issued by a commercial bank having, or which is the principal banking subsidiary of a bank holding company having, or an appropriate insurance company having a long term debt rating of at least “A” or the equivalent thereof from S&P or “A2” or the equivalent thereof from Moody’s or by another bank acceptable to the Agent (a “Secured Account”) or

(b)                                 not a Domestic Account or a Secured Account but the amount of which, together with all other Permitted Foreign Accounts under this clause (b) at any date of determination of Eligible Accounts, does not exceed an amount equal to $100,000.

Permitted Investment: any Investment that is permitted to be made by the Borrower and its Subsidiaries in accordance with paragraphs (b) through (n) of Section 8.3 (Investments, Loans, Acquisitions, Etc.).

Permitted Liens: the meaning specified in Subsection 8.2.1 (Liens; Licenses — In General).

Permitted Non-Job Surety Bonding Arrangements: surety bonds that are: (a) to secure either a Loan Party’s statutory obligations in respect of workers compensation or a Loan Party’s mining reclamation obligations to the applicable State or Commonwealth in which a mine is located or for other purposes approved in advance in writing by Agent but not including performance under contracts for the provision of goods or services; (b) issued by sureties recognized in the industry as providing bonding services; (c) if secured, either (i) not secured by any assets in the Borrowing Base or (ii) are pursuant to agreements that are disclosed to the Agent prior to the date hereof and disclosed on Schedule 1.1F or the execution thereof and, in either case are subject to such reserves in the Borrowing Base as the Agent may determine in its sole discretion; (d) entered into in the ordinary course of business; (e) are permitted by the Indentures; and (f) if there is an intercreditor agreement in favor of the Collateral Agent with respect to such bonding arrangements, there is also a similar intercreditor agreement in favor of the Agent.

Person: any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

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Plan: an “Employee Pension Benefit Plan” (as defined in Section 3(2) of ERISA) or an “Employee Welfare Benefit Plan” (as defined in Section 3(1) of ERISA) which is (currently or hereafter), or within the prior six (6) years was, maintained or contributed to (or required to be contributed to) by the Borrower, any of its Subsidiaries or any ERISA Affiliate, except a Multiemployer Plan.

Plant and Quarry Assets: any and all of the assets related to the plant and quarry operations of the Loan Parties, as more fully described (as of the Closing Date) on Schedule 1.1D hereto.

Platform: the meaning specified in Subsection 11.1.4 (Platform).

Prior Credit Agreement: the meaning specified in the Background of Agreement.

Pro Forma Availability Report: the meaning specified in Subsection 6.1.8 (Quarterly Excess Availability Reports).

Prohibited Person: any Person:

(a)                                  listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order;

(b)                                 that is owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of the Executive Order;

(c)                                  that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order;

(d)                                 that is named as a “specially designated national (SDN)” or blocked person on the most current list published by OF AC at its official website: http://www.treas.gov/offices/enforcement/ofac/sdn/t11sdn.pdf or at any replacement website or other replacement official publication of such list;

(e)                                  that is covered by IEEPA or OF AC; or

(f)                                    that is an affiliate (including any principal, officer, immediate family member or close associate) of a Person described in one or more of clauses (a) — (e) of this definition of Prohibited Person.

Prohibited Transaction: the meaning given to such term in Section 406 of ERISA, Section 4975(c) of the Code and any Treasury regulations issued thereunder.

Purchase Money Indebtedness: Indebtedness (including Capital Lease Obligations):

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(i)                                               incurred to finance all or any part of the purchase price or cost of construction, purchase or repairs, improvements or additions to, real property, plant, equipment or other capital assets of such Person (including Indebtedness incurred to refinance any such purchase price or costs initially funded by the Borrower or a Restricted Subsidiary within one year prior to such incurrence), and any renewal, refunding, replacement, refinancing or extension thereof;

(ii)                                            that is secured by a Lien on such assets where the lender’s sole security is to the assets so purchased, constructed or improved and directly related assets such as property fixed or appurtenant thereto and proceeds (including insurance proceeds), products, replacements, substitutions and accessions thereto; and

(iii)                                         that does not exceed 100% of such purchase price or costs (plus, in the case of any refinancing, the amount of any discounts, commissions, premiums, fees and other costs and expenses related to such refinancing).

Quarterly Payment Date: the last Business Day of each February, May, August and November.

Quarterly Excess Availability Report: the meaning specified in Subsection 6.1.8 (Quarterly Excess Availability Reports).

RC Commitment: the meaning specified in Subsection 2.1.1 (Commitment to Make RC Loans).

RC Loans: the meaning specified in Subsection 2.1.1 (Commitment to Make RC Loans).

RCRA: the Resource Conservation and Recovery Act of 1976, as amended, and any rules and regulations issued in connection therewith.

Recipient: the Agent, any Lender and the Issuing Bank, as applicable.

Refinancing Indebtedness: Indebtedness that refunds, refinances, renews, replaces or extends any Indebtedness permitted under Section 8.1 (Indebtedness), whether involving the same or any other lender or creditor or group of lenders or creditors, but only to the extent that:

(a)                                  (i) the Refinancing Indebtedness is subordinated to the Secured Obligations to at least the same extent as the Indebtedness being refunded, refinanced or extended, if such Indebtedness was subordinated to the Secured Obligations and (ii) the Refinancing Indebtedness is unsecured if the Indebtedness being refunded, refinanced or extended was unsecured;

(b)                                 the Refinancing Indebtedness has a final maturity either (i) no earlier than the Indebtedness being refunded, refinanced or extended or (ii) at least ninety one (91) days after the Maturity Date;

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(c)                                  the Refinancing Indebtedness has a weighted average life to maturity at the time such Refinancing Indebtedness is incurred that is equal to or greater than the weighted average life to maturity of the Indebtedness being refunded, refinanced, renewed, replaced or extended;

(d)                                 such Refinancing Indebtedness is in an aggregate principal amount that is less than or equal to the sum of (i) the aggregate principal amount then outstanding under the Indebtedness being refunded, refinanced, renewed, replaced or extended, (ii) the amount of accrued and unpaid interest, if any, and premiums owed, if any, not in excess of preexisting prepayment provisions on such Indebtedness being refunded, refinanced, renewed, replaced or extended and (iii) the aggregate amount of any discounts, commissions, premiums, fees and other costs and expenses related to the incurrence of such Refinancing Indebtedness; and

(e)                                  such Refinancing Indebtedness has the same obligors (or their successors) as Indebtedness being refunded, refinanced, renewed, replaced or extended.

Refinancing Transactions: the issuance of First Lien Notes, the transactions contemplated by the Loan Documents and the use of proceeds from the foregoing as described in the First Lien Indenture and the Loan Documents.

Register: the meaning specified in Subsection 11.5.3 (Register).

Related Parties: with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and such Person’s Affiliates.

Release: a release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration into the indoor or outdoor environment or into or out of any property, including the movement of Hazardous Substances through or in the air, soil, surface water, groundwater or property.

Remedial Action: actions necessary to comply with any Environmental Law or otherwise required by any Governmental Authority with respect to (a) the investigation, clean up, removal, treatment or handling of Hazardous Substances in the indoor or outdoor environment; (b) the prevention of Releases or threats of Releases or minimization of further Releases of Hazardous Substances so they do not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment; or (c) the performance of pre-remedial studies and investigations and post-remedial monitoring and care.

Reorganization: any reorganization as defined in Section 4241(a) of ERISA.

Reportable Event: with respect to any Employee Pension Plan, an event described in Section 4043(c) of ERISA.

Reserve Percentage: the maximum aggregate reserve requirement (including all basic, supplemental, marginal and other reserves) which is imposed on member banks of the Federal Reserve System against “Euro-currency Liabilities” as defined in Regulation D of the Board of Governors of the Federal Reserve System (or any successor), as such regulation may be

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amended from time to time or any successor regulation, as the maximum reserve requirement (including any basic, supplemental, emergency, special, or marginal reserves) applicable with respect to Eurocurrency liabilities as that term is defined in Regulation D (or against any other category of liabilities that includes deposits by reference to which the interest rate of LIBOR Loans is determined), whether or not any Lender has any Eurocurrency Liabilities subject to such reserve requirement at that time.

Restricted Investments: the meaning specified in Section 8.3 (Investments, Loans, Acquisitions, Etc.).

Restricted Payment: (a) any dividend or other distribution, direct or indirect, on account of any shares of any class of Capital Stock of the Borrower or any of its Restricted Subsidiaries, as the case may be, now or hereafter outstanding, except a dividend payable solely in shares of Capital Stock (other than Disqualified Stock) of the Borrower or such Restricted Subsidiary, as the case may be;

(b) any redemption, retirement, purchase or other acquisition, direct or indirect, of any shares of any class of Capital Stock of the Borrower or any of its Restricted Subsidiaries, or of any warrants, rights or options to acquire any such shares or interests, except to the extent that the consideration therefor consists solely of shares of Capital Stock (other than Disqualified Stock) of the Borrower or such Restricted Subsidiary;

(c) any sinking fund, other prepayment or installment payment on account of any shares of Capital Stock of the Borrower or any of its Restricted Subsidiaries;

(d) any other payment, loan or advance to a shareholder or other equity holder of the Borrower or any Restricted Subsidiary of the Borrower whether in the capacity of such Person as a shareholder or otherwise, except salaries and other compensation, the payment of which is not otherwise restricted under the Loan Documents, paid in the ordinary course of business, consistent with past practice;

(e) any forgiveness or release without adequate consideration by the Borrower or any Restricted Subsidiary of the Borrower of any Indebtedness or other obligation owing to the Borrower or such Restricted Subsidiary by a shareholder or other equity holder of the Borrower or a Restricted Subsidiary;

(f) any payment of principal, interest, fees or other amounts in respect of Indebtedness that is subordinated in right of payment to the Obligations; or

(g) any payment made to purchase or redeem or retire any Existing Notes or First Lien Notes.

Restricted Subsidiary: any Subsidiary of the Borrower that has not been designated as an Unrestricted Subsidiary.

Return: any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, or any amendment thereof.

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Revolving Credit Exposure: as to any Lender at any time, the aggregate principal amount at such time of its outstanding RC Loans and such Lender’s participation in LC Obligations and Swing Loans at such time.

Roaring Spring Lease: the Lease Agreement by and between South Woodbury and the Borrower dated February 28, 2003, but effective January 1, 2001, with respect to certain real property located in the Borough of Roaring Spring, Pennsylvania.

Rock Solid Insurance: Rock Solid Insurance Company, a South Carolina corporation.

Rolling Stock: any mobile/portable piece of equipment that typically moves or is moved by its own wheels, tracks, or skids, including but not limited to automobiles, trucks (both on road and off road), trailers, tractors, bulldozers, scrapers, loaders, cranes, excavators, gradalls, drills, pavers, rollers, milling machines, material transfer vehicles, forklifts, travel lifts, portable crushers, portable screens, portable conveyors, light plants, arrow boards included in fixed assets on the Borrower’s Consolidated balance sheet, portable and fixed crash attenuators included in fixed assets on the Borrower’s Consolidated balance sheet, message boards included in fixed assets on the Borrower’s Consolidated balance sheet and any other motor vehicles and mobile equipment; provided, however, that if any of the foregoing is included as Inventory, then it shall not be Rolling Stock. For the sake of clarity, with respect to any ABL Priority Collateral, Rolling Stock shall not include dedicated processing equipment located at any Material Real Property or Specific Real Property.

Sale and Leaseback Transaction: any direct or indirect arrangement pursuant to which property is sold or transferred by the Borrower or a Restricted Subsidiary and is thereafter leased back by the Borrower or a Restricted Subsidiary.

Scheduled Principal Payments: for any period, the amount of all scheduled principal payments (including scheduled amortization and payments due at maturity), including the portion of scheduled payments under Capital Leases allocable to principal, of the Borrower and its Restricted Subsidiaries on a Consolidated basis in respect of Indebtedness during such period. “Amount” of principal means such amount as was paid or payable. With respect to any revolving credit, “Scheduled Principal Payments” shall include the amount of any scheduled reduction or termination of the commitment.

Secured Obligations: collectively, (a) the Obligations, (b) any Banking Services Obligations, and (c) any obligations under or arising out of Hedging Agreements that have been or will be entered into with any Swap Party from time to time consistent with the terms of this Agreement.

Secured Party: the Agent, the Lenders, the Issuing Bank, the Indemnitees, the Swap Parties and all other Persons referred to in any of the Loan Documents as a beneficiary of the security interest granted therein and all other holders of Secured Obligations.

Security Agreement: the meaning specified in Subsection 4.1.3 (Security Agreement).

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Solvent: a condition of a Person on a particular date, whereby on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including, but not limited to, contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature, and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital. In computing the amount of contingent liabilities at any time, it is intended that such liabilities will be computed at the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

South Woodbury: South Woodbury, L.P., a Pennsylvania limited partnership.

Specific Real Property: collectively, all Specific Real Property Leaseholds, Specific Real Property Fee with Seconds and Specific Real Property Fee with No Seconds.

Specific Real Property Fee with No Second: (a) on the Closing Date, any of the parcels of real property listed on Schedule 1.1C hereto, owned by the Loan Parties together with improvements thereon, fixtures thereto, dedicated processing equipment used thereat, minerals before extraction and proceeds of the foregoing and (b) real property received in exchange therefor pursuant to clause (b)(ix) of Subsection 8.7.2 (Sales and Other Dispositions) to the extent that the Agent decides, in its discretion, that such real property shall be added as ABL Priority Collateral.

Specific Real Property Fee with Second: (a) on the Closing Date, any of the parcels of real property listed on Schedule 1.1B-1 hereto, owned by the Loan Parties together with improvements thereon, fixtures thereto, dedicated processing equipment used thereat, minerals contained therein before extraction and proceeds of the foregoing and (b) real property received in exchange therefor pursuant to clause (b)(ix) of Subsection 8.7.2 (Sales and Other Dispositions) to the extent that the Agent decides, in its discretion, that such real property shall be added as ABL Priority Collateral.

Specific Real Property Leasehold: (a) on the Closing Date, any of the parcels of real property listed on Schedule 1.1B-2 hereto, leased by the Loan Parties together with improvements thereon, fixtures thereto, dedicated processing equipment used thereat, minerals contained therein before extraction and proceeds of the foregoing and (b) real property received in exchange therefor pursuant to clause (b)(ix) of Subsection 8.7.2 (Sales and Other Dispositions) to the extent that the Agent decides, in its discretion, that such real property shall be added as ABL Priority Collateral.

SPFV: the meaning specified in Subsection 2.15.2 (Special Purpose Funding Vehicle).

Subsidiary: with respect to any Person (referred to in this definition as the “parent”), any other Person of which more than 50% of the issued and outstanding equity having

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ordinary voting power to elect a majority of the Board of Directors or other governing body is directly or indirectly owned or controlled by such parent, or any other Person which, in accordance with GAAP, is Consolidated with the parent.

Subsidiary Suretyship: the meaning specified in Subsection 4.1.4 (Guaranty and Suretyship Agreement).

Sunrock: the meaning specified in clause (i) of Subsection 5.21 (Environmental Compliance).

Sunrock Indemnification Agreement: the meaning specified in clause (i) of Subsection 5.21 (Environmental Compliance).

Surety Liens: any and all Liens granted by the Borrower and/or its Subsidiaries, in favor of Permitted Bonding Companies that provide surety bonds for the Borrower and its Subsidiaries in the ordinary course of business so long as such Liens (a) secure only their obligations under Bonding Arrangements with such sureties, (b) encumber only assets relating to contracts supported by such Bonding Arrangements but specifically excluding Plant and Quarry Assets and (c) except with respect to Permitted Non-Job Surety Bonding Arrangements that do not require intercreditor agreements, (to the extent such Liens encumber any property or assets which constitute Collateral) are subject to intercreditor agreements with terms and conditions reasonably satisfactory to the Agent, including standstill terms pursuant to which such Liens are expressly junior and subordinated to the Liens granted by the Borrower and its Subsidiaries in favor of the Agent to secure the Secured Obligations.

Swap Party: any party to a Hedging Agreement that is a Lender or an Affiliate of a Lender (or at the time the applicable Hedging Agreement was entered into was a Lender or an Affiliate of a Lender (or if entered into prior to the Closing Date, then was a Lender or Affiliate of a Lender on the Closing Date)), provided that in the case of any such Affiliate, (a) the Agent shall have consented to such Person being a Swap Party (which consent shall not be unreasonably withheld or delayed) and (b) such Affiliate shall have executed and delivered to the Agent a joinder to this Agreement (in form and substance and within a time frame satisfactory to the Agent) agreeing to be bound by the provisions of this Agreement respecting the role of the Agent, including, without limitation, all exculpatory provisions and indemnification provisions, as if such Affiliate were a Lender hereunder and the obligations under the Hedging Agreement were Obligations hereunder.

Swing Lender: M&T, so long as it is a Lender, or if M&T is no longer a Lender, then a Lender designated by the Borrower and reasonably acceptable to the Agent.

Swing Loan Commitment: the meaning specified in Subsection 2.3.1 (Swing Loan Advances).

Swing Loans: the meaning specified in Subsection 2.3.1 (Swing Loan Advances).

Synthetic Lease: any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product where such transaction is considered

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borrowed money indebtedness for tax purposes but is classified as an operating lease in accordance with GAAP.

Taxes: all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

Testing End Date: for any Testing Period, the first date after the commencement of the Testing Period on which (a) there shall have been the Minimum Excess Availability for a period of at least nine (9) consecutive months and (b) during the period referenced in the foregoing clause (a) the Borrower shall have delivered three Officer’s Compliance Certificates pursuant to Subsection 6.1.4 (Delivery of Officer’s Compliance Certificate) showing a Fixed Charge Coverage Ratio as at the end of the applicable quarter of at least 1.0 to 1.0.

Testing Period: a period commencing on the date that the Excess Availability is less than the Minimum Excess Availability and ending on the Testing End Date for such Testing Period.

Trademark Security Agreement: the meaning specified in Subsection 4.1.7 (Intellectual Property Collateral Agreements).

Transferee: the meaning specified in Subsection 8.7.1 (Consolidations and Mergers).

Trustee: Wells Fargo Bank, National Association, in its capacity as trustee for the holders of the First Lien Notes and the Existing Notes, together with its successors or assigns.

Uniform Commercial Code: the Uniform Commercial Code in effect on the date hereof and as amended from time to time, and (unless otherwise specified) as enacted in the Commonwealth of Pennsylvania.

Unreimbursed Drawings: drawings made under Letters of Credit which, for any reason, have not been reimbursed by or on behalf of the Borrower, whether through borrowings of Loans hereunder or otherwise.

Unrestricted Subsidiary:

(a)                                  any Subsidiary of the Borrower designated as such by the Board of Directors of the Borrower as set forth below where (a) neither the Borrower nor any of its Restricted Subsidiaries (i) provides credit support for, or Guaranty of, any Indebtedness of such Subsidiary or any Subsidiary of such Subsidiary (including any under-taking, agreement or instrument evidencing such Indebtedness) or (ii) is directly or indirectly liable for any Indebtedness of such Subsidiary or any Subsidiary of such Subsidiary, and (b) no default with respect to any Indebtedness of such Subsidiary or any Subsidiary of such Subsidiary (including any right which the holders thereof may have to take enforcement action against such Subsidiary) would permit (upon notice, lapse of time or both) any holder of any other Indebtedness of the Borrower and its Restricted Subsidiaries to declare a default on such other

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Indebtedness or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity; and

(b)                                 any Subsidiary of an Unrestricted Subsidiary.

The Borrower may designate any of its Subsidiaries to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, any other Restricted Subsidiary of the Borrower, provided that either:

(x)                                   the Subsidiary to be so designated has total assets of $1,000 or less; or

(y)                                 immediately after giving effect to such designation,

(A)                              (1) the Fixed Charge Coverage Ratio of the Borrower and its Restricted Subsidiaries, determined on a pro forma basis as if all Indebtedness (including any other Indebtedness being incurred contemporaneously with the designation of such Subsidiary as an Unrestricted Subsidiary), and any other Indebtedness incurred since the beginning of the four fiscal quarter period just ended (other than RC Loans)) had been incurred and the proceeds thereof had been applied at the beginning of such four quarter period, and any other Indebtedness repaid since the beginning of such four quarter period had been repaid at the beginning of such four quarter period, would be greater than 1.50 to 1 and (2) no Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the incurrence of such Indebtedness or the designation of such Subsidiary as an Unrestricted Subsidiary and (3) such Subsidiary was permitted to be, and was designated as an Unrestricted Subsidiary under the First Lien Notes; and

(B)                                the Borrower could make an Investment in an amount equal to the portion attributable to the Borrower (based on the proportion of the Capital Stock held by the Borrower and its Restricted Subsidiaries in such Subsidiary) of the greater of the Fair Market Value or book value of such Subsidiary pursuant to Section 8.3 (Investments, Loans, Acquisitions, Etc.) such amount is thereafter treated as a Restricted Payment for the purpose of calculating the amount available for Restricted Payments thereunder.

An Unrestricted Subsidiary may be designated as a Restricted Subsidiary if (i) all of the Indebtedness of such Unrestricted Subsidiary could be incurred under Section 8.1 (Indebtedness) and (ii) all of the Liens on the property and assets of such Unrestricted Subsidiary could be incurred pursuant to Section 8.2 (Liens; Licenses). As of the Closing Date, all of the Subsidiaries of the Borrower will be “Restricted Subsidiaries” except NESL II, South Woodbury, Kettle Creek Partners G.P., LLC and Kettle Creek Partners L.P., each of which will be an Unrestricted Subsidiary.

U.S. Person: any Person that is a “United States Person” as defined in Section 7701(a)(30)of the Code.

U.S. Tax Compliance Certificate: the meaning assigned to such term in paragraph (c) of Subsection 2.16.5 (Status of Lenders).

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Withdrawal Liability: any withdrawal liability as defined in Section 4201 of ERISA.

Withholding Agent: the Borrower and the Agent, as applicable.

The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

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ARTICLE 2

THE LOANS

2.1                                 Revolving Credit Loans and RC Commitment.

2.1.1                        Commitment to Make RC Loans. Subject to and upon the terms and conditions set forth in this Agreement, the Lenders shall make advances to the Borrower until the Maturity Date in an aggregate principal amount outstanding at any one time not to exceed the lesser of (a) $170,000,000 (as the same may be reduced pursuant to the terms of this Agreement, the “RC Commitment”) and (b) the Borrowing Base; provided, however, that, subject to Section 2.2 (Overadvances), (a) the aggregate amount of the RC Commitment available for borrowing at any time shall not exceed the Available RC Commitment at such time; and (b) the amount and percentage of the RC Commitment and the Available RC Commitment which each Lender is obligated to lend shall not exceed at any time the amount or percentage set forth opposite the name of such Lender on Schedule 2.1.1 hereto, as modified by any Assignment and Assumption. The RC Commitment of any Lender is sometimes referred to herein as such Lender’s RC Commitment. Within the limits set forth above, the Borrower may borrow under this Section 2.1, repay or prepay such advances, and reborrow under this Section 2.1. The amounts loaned to the Borrower pursuant to the revolving credit facility described in this Section 2.1 are referred to as the “RC Loans.”

2.1.2                        Available RC Commitment.

“Available RC Commitment” shall mean at any time an amount equal to the lesser of (i) and (ii) where:

(i)                                     is equal to the initial RC Commitment, as the same is reduced by:

(A)                              voluntary reductions in the RC Commitment pursuant to Subsection 2.1.3 (Voluntary Commitment Reductions);

(B)                                the LC Obligations; and

(C)                                the aggregate principal amount of any outstanding Swing Loans and RC Loans; and

(ii)                                  is equal to the amount of the Borrowing Base at such time, as the same is reduced by:

(A)                              the LC Obligations; and

(B)                                the aggregate principal amount of any outstanding Swing Loans and RC Loans.

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The amount of the Available RC Commitment of any Lender shall be determined after giving effect to any adjustment made pursuant to the reallocation provisions of paragraph (d) of Subsection 2.18.1 (Defaulting Lender Adjustments).

2.1.3                        Voluntary Commitment Reductions. The Borrower shall have the right at any time and from time to time upon five (5) Business Days’ prior written notice to the Agent to permanently reduce (on a pro rata basis among the Lenders) or terminate the Commitment. Any partial reductions shall be in minimum amounts of Five Million Dollars ($5,000,000).

2.1.4                        Determination of Borrowing Base. The amount of the Borrowing Base shall be the amount specified on the most recently delivered Borrowing Base Certificate, absent manifest error. Notwithstanding anything to the contrary contained herein, if a Borrowing Base Certificate is not delivered at the time specified in Subsection 6.1.7 (Borrowing Base Certificate), the Borrower shall not be entitled to request RC Loans or Swing Loans until such time as the Borrowing Base Certificate is so delivered.