Exhibit 10.1

AMENDMENT NO. 4 TO

CREDIT AGREEMENT

AMENDMENT NO. 4 TO CREDIT AGREEMENT, dated as of December 13, 2013 (this “Amendment”), among NEW ENTERPRISE STONE & LIME CO., INC. (the “Borrower”), PROTECTION SERVICES INC., SCI PRODUCTS INC., WORK AREA PROTECTION CORP., EII TRANSPORT INC., PRECISION SOLAR CONTROLS INC., ASTI TRANSPORTATION SYSTEMS, INC. and GATEWAY TRADE CENTER INC. (each a “Guarantor” and collectively the “Guarantors” and together with the Borrower, each a “Loan Party” and collectively the “Loan Parties”), MANUFACTURERS AND TRADERS TRUST COMPANY, as Agent (the “Agent”) and the Lenders signatories hereto.

PRELIMINARY STATEMENTS

A.                                    The Borrower, the lenders from time to time parties thereto (the “Lenders”) and Manufacturers and Traders Trust Company, individually, as the Issuing Bank, a Lender, as the Swing Lender and as the Agent, are parties to that certain Credit Agreement, dated as of March 15, 2012 (as amended by (i) that certain Amendment No. 1 and Waiver to Credit Agreement dated as of September 7, 2012 (the “First Amendment”), by and among the Borrower, the Lenders party thereto and the Agent, (ii) that certain Amendment No. 2 and Waiver to Credit Agreement, dated as of December 7, 2012 (the “Second Amendment”) by and among the Borrower, the Lenders party thereto and the Agent, (iii) that certain Amendment No. 3 to Credit Agreement, dated as of May 29, 2013 (the “Third Amendment”), by and among the Borrower, the Lenders party thereto and the Agent, and (iv) this Amendment and as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).

B.                                    Immediately prior to the effectiveness of this Amendment, Manufacturers and Traders Trust Company in its capacity as the sole Lender under the Credit Agreement (the “Existing Lender”) will assign all of its Loans and Commitments to Fortress Credit Corp. (the “New Lender”) on terms and conditions separately agreed between the Existing Lender and the New Lender (such assignment, the “Assignment”) so that after giving effect to the Assignment, the Existing Lender will continue as the Agent and the Issuing Bank and the New Lender will be the Swing Lender and the sole Lender under the Credit Agreement.

C.                                    Borrower and the other Loan Parties have requested that the Secured Parties agree, subject to the conditions and on the terms set forth in this Amendment, to make certain amendments to the Credit Agreement such that, from and after the Amendment No. 4 Effective Date, the terms and provisions of the Credit Agreement shall be as set forth in the Amended Credit Agreement (as defined below).

D.                                    The Secured Parties have agreed to such amendments, subject to the conditions and on the terms set forth below.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.                                      Definitions.  Except as otherwise expressly provided herein, capitalized terms used in this Amendment shall have the meanings given in the Credit Agreement in effect immediately prior to the date hereof (the “Existing Credit Agreement”) and the rules of interpretation set forth in the Credit Agreement shall apply to this Amendment.  The following terms used in this Amendment shall have the meanings set forth below:

“Cash Collateral Amount” shall have the meaning assigned to such term in Section 3(a)(v).

“Commitments” shall have the meaning assigned to such term in the Amended Credit Agreement.

“Existing Lender” shall have the meaning assigned to such term in the recitals.

“Existing RC Loans” shall have the meaning assigned to such term in Section 3(a)(iii).

“Loans” shall have the meaning assigned to such term in the Amended Credit Agreement.

“New Lender” has the meaning assigned to such term in the recitals.

“New Lender Fee Letter” has the meaning assigned to such term in Section 3(a)(vi).

“New Term Loans” shall have the meaning assigned to such term in Section 3(a)(iv).

“Prior Agent Fee Letters” means any fee letters entered into by and between Agent and Borrower in effect immediately prior to the effectiveness of this Amendment.

“RC Commitment Reduction” shall have the meaning assigned to such term in Section 3(a)(iii).

“RC Loan Conversion” shall have the meaning assigned to such term in Section 3(a)(iii).

“Re-Tranching Transactions” shall have the meaning assigned to such term in Section 3(a).

“Swing Loan Conversion” shall have the meaning assigned to such term in Section 3(a)(ii).

“Term Loans” shall have the meaning assigned to such term in the Amended Credit Agreement.

2.                                      Amendments to Existing Credit Agreement.  The terms and provisions of the Existing Credit Agreement are hereby amended by replacing such terms and provisions in their entirety with the terms and provisions set forth in the credit agreement attached hereto as Exhibit A (the “Amended Credit Agreement”).

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3.                                      Other Agreements

a.                                      On the Amendment No. 4 Effective Date, concurrently with the effectiveness of this Amendment:

(i)                                     the Swing Loan Commitment shall immediately terminate and be of no further force and effect;

(ii)                                  all Swing Loans outstanding immediately prior to the effectiveness of this Amendment and any accrued and unpaid interest thereon shall automatically convert into Term Loans (the “Swing Loan Conversion”);

(iii)                               all RC Loans outstanding immediately prior to the effectiveness of this Amendment (the “Existing RC Loans”) and any accrued and unpaid interest thereon shall automatically convert into Term Loans (the “RC Loan Conversion”) and the RC Commitment shall be reduced to $60,000,000 in the aggregate amount (the “RC Commitment Reduction”) and shall be held entirely by the New Lender;

(iv)                              the New Lender shall make additional new Term Loans to the Borrower in an aggregate principal amount equal to $32,050,755.94 (the “New Term Loans”) such that the total outstanding principal amount of Term Loans, after giving effect to the making of such additional New Term Loans, shall be $85,000,000 in the aggregate (and for the avoidance of doubt, all such Term Loans outstanding shall be LIBOR Loans with a 3-month Interest Period);

(v)                                 the Borrower shall use a portion of the New Term Loans in an amount equal to $10,840,750.00 (the “Cash Collateral Amount”) to cash collateralize all Letters of Credit outstanding as of the Amendment No. 4 Effective Date (which outstanding Letters of Credit are set forth on Annex A hereto) at 103% of the face amount of such Letters of Credit (it being agreed that the New Lender is hereby directed to distribute the Cash Collateral Amount directly to the Issuing Bank and reduce the proceeds of the New Term Loans distributed to the Borrower);

(vi)                              in consideration for the making of the New Term Loans, the other agreements and amendments set forth in this Amendment and other consideration, the receipt and sufficiency of which is hereby acknowledged, Borrower shall pay directly to the New Lender the fees described in that certain fee letter dated as of the date hereof (the “New Lender Fee Letter”) by and between Borrower and New Lender, which fees shall be in addition to any other fees, costs, and expenses payable pursuant to the Loan Documents; and

(vii)                           in consideration for the other agreements and amendments set forth in this Amendment and other consideration, the receipt and sufficiency of which is hereby acknowledged, the Prior Agent Fee Letters shall be deemed terminated and of no further force and effect;

such that after giving effect to the Assignment, the Swing Loan Conversion, the RC Loan Conversion, the RC Commitment Reduction, the making of the New Term Loans, the

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payment of the Cash Collateral Amount to the Issuing Bank, the payment of the fees payable under the New Lender Fee Letter to the New Lender, (i) there will be $85,000,000 aggregate principal amount of Term Loans outstanding as of the Amendment No. 4 Effective Date and owing to the New Lender, (ii) the RC Commitment will be $60,000,000 and there will be no RC Loans outstanding as of the Amendment No. 4 Effective Date and (iii) all of the RC Commitments shall be held by the New Lender (such transactions, collectively, the “Re-Tranching Transactions”).

b.                                      Exhibit A-1, Form of Note, to the Credit Agreement is hereby amended and restated by deleting such Form of Note in its entirety and inserting in lieu thereof the Form of RC Note attached hereto as Exhibit B.  Exhibit A-2, Form of Swing Note, to the Credit Agreement is hereby amended and restated by deleting such Form of Swing Note in its entirety and inserting in lieu thereof the Form of Term Note attached hereto as Exhibit C.  Exhibit B, Form of Request for Advance, to the Credit Agreement is hereby amended and restated by deleting such Form of Request for Advance in its entirety and inserting in lieu thereof the Form of Request for Advance attached hereto as Exhibit D.

4.                                      Representations and Warranties.  To induce the New Lender, the Issuing Bank, the Swing Lender and the Agent to agree to this Amendment, each of the Loan Parties represents and warrants to the New Lender, the Issuing Bank, the Swing Lender and the Agent that as of the date hereof and the Amendment No. 4 Effective Date:

a.                                      As of the date hereof, after giving effect to the amendments herein, no Default or Event of Default has occurred and is continuing;

b.                                      After giving effect to this Amendment, each of the representations and warranties of the Borrower and the other Loan Parties made herein and in the other Loan Documents is true and correct in all respects (or in all material respects if any such representation or warranty is not by its terms already qualified as to materiality) both before and after giving effect to the amendments contemplated hereby as though each such representation and warranty were made at and as of the Amendment No. 4 Effective Date, unless relating solely to an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date (or in all material respects as of such earlier date if any such representation or warranty is not by its terms qualified as to materiality);

c.                                       This Amendment has been duly executed and delivered by each of the Loan Parties, and each of the Credit Agreement and the other Loan Documents, as amended by this Amendment, are the legal, valid and binding obligations of each of the Loan Parties, enforceable in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, and by general equitable principles (whether enforcement is sought by proceedings in equity or at law);

d.                                      Each of the Loan Parties is duly organized and existing and in good standing under the laws of the jurisdiction of its organization and has all power and authority to enter into this Amendment and to carry out the transactions contemplated hereby, and to perform its obligations hereunder or in respect hereof;

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e.                                       The execution and delivery of this Amendment and the performance of the obligations of each of the Loan Parties hereunder or in respect hereof have been duly authorized by all necessary action on the part of each of the Loan Parties;

f.                                        The execution and delivery of this Amendment and the performance of the obligations of each of the Loan Parties hereunder or in respect hereof do not and will not conflict with or violate (i) any provision of the articles of incorporation or bylaws (or similar constituent documents) of any Loan Party, (ii) any Law, (iii) any order, judgment or decree of any court or other governmental agency binding on any Loan Party, or (iv) any indenture, agreement or instrument to which any Loan Party is a party or by which any Loan Party, or any property of any of them, is bound;

g.                                       No consent or approval of any third party, including, without limitation, any governmental agency or authority, is necessary with respect to any Loan Party in connection with the execution, delivery and/or performance of this Amendment and/or the enforceability hereof.

5.                                      Effectiveness of this Amendment.  This Amendment shall be effective only if and when each of the conditions in this Section 4 shall have been satisfied:

a.                                      Approval.  This Amendment shall have been executed by the Loan Parties, the Agent (acting at the direction of the New Lender), the Issuing Bank, the Swing Lender, and the New Lender and executed signature pages shall have been delivered to the Agent and the New Lender.

b.                                      Assignment.  The Assignment shall have been consummated.

c.                                       Fees and Expenses.  (i) The Agent (or its designee) shall have received all fees and other amounts due and payable in cash on or prior to the Amendment No. 4 Effective Date, including reimbursement for all documented out-of-pocket expenses incurred in connection with the Loan Documents (including the fees, charges and disbursements of Bingham McCutchen LLP) and (ii) the New Lender (or its designee) shall have received all fees and other amounts due and payable in cash as contemplated by the New Lender Fee Letter and reimbursement for all documented out-of-pocket expenses incurred in connection with this Amendment and the Re-Tranching Transactions (including the fees, charges and disbursements of Kirkland & Ellis LLP).

d.                                      Loan Documents.  The Loan Parties shall have delivered to the Agent and the New Lender executed copies of any amendments to, or reaffirmation agreements with respect to, any of the Loan Documents as the Agent or the New Lender may reasonably request to protect, maintain or perfect the security interests or other rights of the Agent, in its capacity as the “collateral agent”, and the other Secured Parties contemplated thereby or to make conforming changes to such documents to reflect the amendments and other transactions contemplated hereby, all of which shall be in form and substance satisfactory to the Agent and the New Lender and shall have been duly authorized, executed and delivered by the parties thereto.  By executing this Amendment, each Lender authorizes the Agent to enter into any such amendments and reaffirmation agreements on its behalf.

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e.                                       Legal Opinions.  The Agent and the New Lender shall have received legal opinions reasonably satisfactory to the Agent and the New Lender.

f.                                        Approvals.  All material governmental and third party approvals necessary in connection with the transactions contemplated on the Amendment No. 4 Effective Date shall have been obtained on terms satisfactory to the Agent and the New Lender and shall be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the foregoing, and no injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Loan Party, any Secured Party or the New Lender.

g.                                       Closing Certificate.  The Agent and the New Lender shall have received an Officer’s Certificate from the Borrower, certifying that (i) after giving effect to this Amendment, the representations and warranties herein shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date), (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein and (iii) each of the conditions precedent set forth in this Section 5 shall have been satisfied.

h.                                      Other Documents.  The Agent and New Lender shall have received such other documents and evidence as are customary for transactions of the type contemplated by this Amendment, as the Agent or New Lender may reasonably request including, without limitation:

(i)                                     Corporate Proceedings. All corporate, partnership and other legal proceedings and all instruments and documents in connection with the transactions contemplated by this Amendment and any other Loan Documents required pursuant to Section 5(d) hereof (including certified Organizational Documents, resolutions and incumbency certificates) shall be satisfactory in form and substance to the Agent, the New Lender and each of their respective counsels, and the Agent, the New Lender and each of their respective counsels shall have received all information and copies of all documents and records of all corporate, limited liability, partnership and other legal proceedings which the Agent, the New Lender or each of their respective counsels have requested, such documents where appropriate to be certified by the proper corporate, partnership, governmental or other authorities, and in form and substance satisfactory to the Agent and the New Lender; and

(ii)                                  Term Note.  The Borrower shall have delivered a duly executed Term Note to the New Lender.

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This Amendment shall be deemed to be effective on the date (the “Amendment No. 4 Effective Date”) on which each of the foregoing conditions is satisfied.

6.                                      Acknowledgments and Reaffirmation.  By executing this Amendment, each of the Loan Parties (a) consents to this Amendment, (b) acknowledges that notwithstanding the execution and delivery of this Amendment or any prior amendment, the obligations of each of the Guarantors under each of the Security Agreement and the Subsidiary Suretyship are not impaired or affected (except as expressly provided for in this Amendment) and each of the Security Agreement and the Subsidiary Suretyship continues in full force and effect and shall apply to the Obligations as amended hereby, (c) reaffirms and ratifies the Subsidiary Suretyship, (d) acknowledges that notwithstanding the execution and delivery of this Amendment or any prior amendment, the obligations of each of the Loan Parties under the Security Agreement are not impaired or affected (except as provided for in this Amendment) and the Security Agreement continues in full force and effect and shall apply to the Obligations as amended hereby, (e) reaffirms and ratifies the Security Agreement and its pledges and grants of security interests and agrees that such pledges and grants of security interests shall continue to be in full force and effect and shall continue to accrue to the benefit of the Lenders and the other Secured Parties under the Credit Agreement, (f) acknowledges that notwithstanding the execution and delivery of this Amendment or any prior amendment, the obligations of each of the Loan Parties under the Loan Documents to which it is a party are not impaired or affected (except as expressly provided for in this Amendment) and such Loan Documents continue in full force and effect and shall secure the Obligations as amended hereby and (g) affirms and ratifies such Loan Documents, as may be amended hereby.

7.                                      No Novation.  This Amendment shall not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement, all of which shall hereafter be represented by the Amended Credit Agreement, or discharge or release the priority of any Loan Document or any other security therefor.  Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Existing Credit Agreement or the instruments, documents and agreements securing the same, each of which shall remain in full force and effect.  Nothing in this Amendment shall be construed as a release or other discharge of the Borrower or any other Loan Party from any of their obligations and liabilities under the Existing Credit Agreement or the other Loan Documents.

8.                                      Governing Law; Submission to Jurisdiction; Waiver of Venue; Service of Process; Jury Trial Waiver.

a.                                      GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW).

b.                                      SUBMISSION TO JURISDICTION. THE BORROWER IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE COMMONWEALTH OF PENNSYLVANIA SITTING IN PHILADELPHIA COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE EASTERN DISTRICT OF

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PENNSYLVANIA, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION, LITIGATION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH PENNSYLVANIA STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AMENDMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE AGENT, ANY LENDER OR THE ISSUING BANK MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

c.                                       WAIVER OF VENUE. THE BORROWER IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN SUBSECTION 11.8.2 OF THE CREDIT AGREEMENT (SUBMISSION TO JURISDICTION). EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. THE BORROWER IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST (A) THE AGENT IN ANY COURT OUTSIDE THE COUNTY OF PHILADELPHIA, COMMONWEALTH OF PENNSYLVANIA, OR (B) THE ISSUING BANK OR ANY OTHER LENDER OTHER THAN A STATE WITHIN THE UNITED STATES DESIGNATED BY THE ISSUING BANK OR SUCH LENDER.

d.                                      SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.1 OF THE CREDIT AGREEMENT (NOTICES; EFFECTIVENESS; ELECTRONIC COMMUNICATION). NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

e.                                       WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT

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OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND CERTIFICATIONS IN THIS SECTION.

9.                                      Severability.  If any provision of this Amendment or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

10.                               Execution in Counterparts.  This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Amendment and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.  Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Amendment.

11.                               Successors and Assigns.  This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided, however, that the Borrower and the other Loan Parties may not assign or transfer its rights or obligations hereunder without the prior written consent of the undersigned Lenders and any such prohibited assignment or transfer shall be absolutely void ab initio.

12.                               Miscellaneous.

a.                                      On and after the Amendment No. 4 Effective Date, each reference in each Loan Document to the Credit Agreement or any other Loan Document or “thereunder”, “thereof” or words of like import referring to the Loan Documents shall mean and be a reference to the Loan Documents as amended or otherwise modified by this Amendment.

b.                                      The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any Default or Event of Default of the Borrower or any other Loan Party, or an amendment of, any right, power or remedy of the Lenders, the Agent or the other Secured Parties under any of the Loan Documents, nor constitute a waiver of any provision of any of the other Loan Documents.

c.                                       To the extent any terms or provisions of this Amendment conflict with those of the Amended Credit Agreement or other Loan Documents, the terms and provisions of

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this Amendment shall control.  To the extent that any terms and conditions in any of the Loan Documents shall contradict or be in conflict with any terms or conditions of the Credit Agreement, after giving effect to this Amendment, such terms and conditions are hereby deemed modified or amended accordingly to reflect the terms and conditions of the Credit Agreement as modified or amended hereby.

d.                                      Unless the context of this Amendment clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms “includes” and “including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”.

e.                                       This Amendment is a Loan Document.

13.                               Direction.  The New Lender hereby directs the Agent to execute this Amendment and, to the extent applicable, any other documents required to be delivered pursuant to this Amendment.  Without limiting the foregoing, nothing in this Amendment impairs or otherwise affects the limitations of liability, exculpations, reimbursements, indemnities and other protections set forth in the Credit Agreement and the other Loan Documents to or for the benefit of the Agent and the other Indemnitees.

14.                               Approvals.  Each of the Agent, the Issuing Bank, the Swing Lender and the New Lender hereby irrevocably approves each of the transactions and actions contemplated by this Amendment and acknowledges and agrees that each of the foregoing shall be deemed to be consummated simultaneously with the execution of this Amendment.

15.                               Release.

a.                                      Effective on the date hereof, each Loan Party, for itself and on behalf of its successors, assigns, and officers, directors, employees, agents and attorneys, and any Person acting for or on behalf of, or claiming through it (each such party a “Releasing Party” and collectively, the “Releasing Parties”), hereby waives, releases, remises and forever discharges each Secured Party, New Lender, each of their respective Affiliates, and each of their respective successors in title, past, present and future officers, directors, employees, limited partners, general partners, investors, attorneys, assigns, subsidiaries, shareholders, trustees, agents and other professionals and all other Persons to whom any Secured Party would be liable if such Persons were found to be liable to any Loan Party (each a “Releasee” and collectively, the “Releasees”), from any and all claims, suits, liens, lawsuits, adverse consequences, amounts paid in settlement, debts, deficiencies, diminution in value, disbursements, demands, obligations, liabilities, causes of action, damages, losses, costs and expenses of any kind or character,  whether based in equity, law, contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law, whether known or unknown, fixed or contingent, direct, indirect, or derivative, asserted or unasserted, matured or unmatured, foreseen or unforeseen, past or present, liquidated or unliquidated, suspected or unsuspected, which any Loan Party ever had or now has, or might hereafter have against any such Releasee which relates, directly or indirectly to the Assignment, the Re-Tranching Transactions, this Amendment, the Loan Documents or the Secured Obligations or any matter related thereto, or to any acts or omissions of any such Releasee with respect to the Assignment, the Re-Tranching Transactions, this Amendment, the

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Loan Documents or the Secured Obligations or any matter related thereto, or to the lender-borrower, lender-guarantor or debtor-creditor relationship evidenced by the Loan Documents, in each case, arising from the beginning of time to and including the Amendment No. 4 Effective Date, except for the duties and obligations set forth in this Amendment (each a “Claim” and collectively, the “Claims”).  As to each and every Claim released hereunder, each Loan Party hereby represents that it has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of each provision of applicable federal or state law, if any, pertaining to general releases.

b.                                      Each Loan Party acknowledges that it may hereafter discover facts different from or in addition to those now known or believed to be true with respect to such Claims and agrees that this instrument shall be and remain effective in all respects notwithstanding any such differences or additional facts.  This release shall be and remain in full force and effect notwithstanding the discovery by any Loan Party after the date hereof (i) of any new or additional Claim against any Releasee, (ii) of any new or additional facts in any way relating to this release, (iii) that any fact relied upon by it was incorrect, or (iv) that any representation or warranty made by any Releasee was untrue or that any Releasee concealed any fact, circumstance or claim relevant to a Loan Party’s execution of this release.  Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.

c.                                       Each Loan Party, for itself and on behalf of its successors, assigns, and officers, directors, employees, agents and attorneys, and any Person acting for or on behalf of, or claiming through it, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee above that (i) none of the provisions of the above release shall be construed as or constitute an admission of any liability on the part of any Releasee; (ii) it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by such Person pursuant to this Section 15; and (3) any attempt to assert a Claim barred by the provisions of this Section 15 shall subject it to the provisions of applicable law setting forth the remedies for the bringing of groundless, frivolous or baseless claims or causes of action.  Each Loan Party further agrees that it shall not dispute the validity or enforceability of the Credit Agreement or any of the other Loan Documents or any of its obligations thereunder, or the validity, priority, enforceability or the extent of the Agent’s Lien on any item of Collateral under the Credit Agreement or the other Loan Documents.  If any Loan Party or any of its respective successors, assigns, or officers, directors, employees, agents or attorneys, or any Person acting for or on behalf of, or claiming through it violate the foregoing covenant, such Person, for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by such Releasee as a result of such violation.  In agreeing to the foregoing release, each Loan Party expressly disclaims any reliance on any representations or warranties, acts or omissions by any of the Releasees and hereby agrees and acknowledges that the validity and effectiveness of the above release do not depend in any way on any such representations or warranties, acts or omissions or the accuracy, completeness or validity thereof.

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d.                                      Effective on the date hereof, the Existing Lender (for the avoidance of doubt, solely in its capacity as a Lender on or prior to the date hereof under the Credit Agreement and not, for the avoidance of doubt, in its capacity as the Agent, an Issuing Bank or a Banking Services Provider), for itself and on behalf of its successors, assigns, and officers, directors, employees, agents and attorneys, and any Person acting for or on behalf of, or claiming through it (each such party an “Existing Lender Releasing Party” and collectively, the “Existing Lender Releasing Parties”), hereby waives, releases, remises and forever discharges each Loan Party and each of their respective successors in title officers, directors, employees, limited partners, general partners, investors, attorneys, assigns, subsidiaries, shareholders, trustees, agents and other professionals and all other Persons to whom any Loan Party would be liable if such Persons were found to be liable to the Existing Lender (each a “Company Releasee” and collectively, the “Company Releasees”), from any and all known claims, suits, liens, lawsuits, adverse consequences, amounts paid in settlement, debts, deficiencies, diminution in value, disbursements, demands, obligations, liabilities, causes of action, damages, losses, costs and expenses of any kind or character, whether based in equity, law, contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law, whether fixed or contingent, direct, indirect, or derivative, asserted or unasserted, matured or unmatured, liquidated or unliquidated, which the Existing Lender ever had or now has against any such Company Releasee which relates directly to the Loan Documents or the Obligations or any matter directly related thereto, or to any acts or omissions of any such Company Releasee with respect to the Loan Documents or the Obligations or any matter directly related thereto and could have asserted solely in its capacity as a Lender, in each case arising from the beginning of time to and including the Amendment No. 4 Effective Date, except for the duties and obligations set forth in this Amendment (each a “Company Claim”); provided, that the Existing Lender is not releasing any Company Releasee from any payment obligation in respect of the Secured Obligations, including, without limitation, any contingent indemnification claims or any claim that could be asserted against the Existing Lender in its capacity as the Agent, an Issuing Bank or a Banking Services Provider.  As to each and every Company Claim released hereunder, the Existing Lender hereby represents that it has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of each provision of applicable federal or state law, if any, pertaining to general releases.  For the avoidance of doubt, the Existing Lender may report any such Company Claims to the extent required or requested by any regulatory authority purporting to have jurisdiction over the Existing Lender (including any self-regulatory authority, such as the National Association of Insurance Commissioners) or to the extent required by applicable laws or regulations or by any subpoena or similar legal process.

e.                                       The provisions of this Section 15 shall survive the termination of this Amendment and the other Loan Documents and the payment in full of the Obligations.

f.                                        Each Loan Party acknowledges that the foregoing release is a material inducement to the Agent’s, the Issuing Bank’s, the Swing Lender’s and the New Lender’s decision to enter into this Amendment.

g.                                       The New Lender shall be an express third party beneficiary of (i) each Releasing Party’s release of M&T, in its capacity as a Releasee, under this Section 15 and (ii) each Existing Lender Releasing Party’s release of a Company Releasee under this Section 15.

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16.                               Headings. The paragraph headings used in this Amendment are for convenience only and shall not affect the interpretation of any of the provisions hereof.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed by their officers or officers of their sole ultimate members thereunto duly authorized as of the day and year first above written, to be effective as of the Amendment No. 4 Effective Date.

Signature Page — Amendment No. 4 to Credit Agreement

Signature Page — Amendment No. 4 to Credit Agreement

Signature Page — Amendment No. 4 to Credit Agreement

Signature Page — Amendment No. 4 to Credit Agreement

Annex A

Existing Letters of Credit

EXHIBIT A

AMENDED CREDIT AGREEMENT

[see attached]

EXHIBIT B

FORM OF RC NOTE

EXHIBIT C

FORM OF TERM NOTE

EXHIBIT D

FORM OF REQUEST FOR ADVANCE

Exhibit A

CONFORMED COPY SHOWING AMENDMENTS THROUGH
AMENDMENT NO. 4 TO CREDIT AGREEMENT

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 and the Administrative Agent

Dated as of March 15, 2012

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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TABLE OF CONTENTS

(continued)

ii

TABLE OF CONTENTS

(continued)

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TABLE OF CONTENTS

(continued)

iv

TABLE OF CONTENTS

(continued)

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TABLE OF CONTENTS

(continued)

vi

TABLE OF CONTENTS

(continued)

vii

TABLE OF CONTENTS

(continued)

viii

TABLE OF CONTENTS

(continued)

ix

List of Addenda (Exhibits and Schedules)

EXHIBITS

SCHEDULES

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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 and the Agent, the LENDERS (as defined below), and NEW ENTERPRISE STONE & LIME CO., INC., a Delaware corporation (the “Borrower”). Certain 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.” 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, M&T 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 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 credit facility in an aggregate principal amount equal to $145,000,000, consisting of (i) a revolving credit facility in a maximum principal amount not to exceed at any time $60,000,000 (subject to adjustment pursuant to the terms and conditions of this Agreement), with a $15,000,000 standby letter of credit subfacility, and (ii) a term loan facility in an aggregate principal amount not to exceed $85,000,000, 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).

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

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.

Amendment No. 3 Effective Date:  the date that Amendment No. 3 to the Credit Agreement becomes effective in accordance with its terms.

Amendment No. 4: that certain Amendment No. 4 to Credit Agreement dated as of the Amendment No. 4 Effective Date among the Loan Parties, the Agent, and each of the Lenders party thereto.

Amendment No. 4 Effective Date: December 13, 2013.

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

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) 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 and the then outstanding Letters of Credit).

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Applicable Premium:  the meaning ascribed to such term in Section 2.1.6 (Prepayment Premium).

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 (at the direction of the Majority Lenders) 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 Majority Lenders.

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.

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 M&T, 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 (at the direction of the Majority Lenders) 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 Majority Lenders) 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 (at the direction of the Majority Lenders) 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

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acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Banking Services.

Banking Services Provider: any provider of 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.

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

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

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

(d)                                 an amount equal to the Letter of Credit Cash Collateral Credit plus the Letter of Credit Cash Collateral Credit Additional Amount, minus

(e)                                  any and all reserves that the Agent establishes, at the direction of the Majority Lenders in their Permitted Discretion, from time to time, minus

(f)                                   any and all reserves that the Agent establishes, at the direction of the Majority Lenders in their sole discretion, from time to time with respect to Inventory that is branded or otherwise incorporates Intellectual Property.

Notwithstanding the foregoing, at any time that the Fixed Charge Coverage Ratio calculated on a trailing twelve month basis using the financial statements most recently delivered pursuant to Subsection 6.1.2 (Delivery of Quarterly Financial Statements) is less than 1.00 to 1.00, the Borrowing Base shall be an amount equal to the sum of:

(a)                                 the lesser of (i) $56,000,000 and (ii) sixty-five percent (65%) of the Appraised Value of the Eligible Real Property, plus

(b)                                 seventy-seven and a half percent (77.5%) of all Eligible Accounts, plus

(c)                                  fifty percent (50%) of Eligible Inventory of the Borrower and its Subsidiaries, plus

(d)                                 an amount equal to the Letter of Credit Cash Collateral Credit plus the Letter of Credit Cash Collateral Credit Additional Amount, minus

(e)                                  any and all reserves that the Agent establishes, at the direction of the Majority Lenders in their Permitted Discretion, from time to time, minus

(f)                                   any and all reserves that the Agent establishes, at the direction of the Majority Lenders in their sole discretion, from time to time with respect to Inventory that is branded or otherwise incorporates Intellectual Property.

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

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.

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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 Collateral Account: the meaning specified in Section 3.1.9 (Cash Collateral Account).

Cash Collateralize: to deposit in a Controlled Account or to pledge and deposit with or deliver to the Agent or the Issuing Bank, as applicable, for the benefit of the Issuing Bank or the Lenders, as collateral for LC Outstandings or obligations of the Lenders to fund participations in respect of LC Outstandings, cash or deposit account balances or, if the Agent, the Majority Lenders 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, the Majority Lenders 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: March 15, 2012.

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 RC 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.

Commodity Exchange Act: the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

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

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

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, the Majority Lenders 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 sum of (1) the RC Commitment and (2) the Term Loans outstanding 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).

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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 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 or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit) within two (2) Business Days of the date when due, (b) has notified the Borrower, the Agent or the Issuing Bank 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, at the direction of the Majority Lenders, 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, at the direction of the Majority Lenders, 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 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)

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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 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.

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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 expense; (c) Interest Expense; (d) Borrower Taxes (but, if there is a net tax benefit, such tax benefit shall be deducted from Net Income in calculating EBITDA); and (e) such other nonrecurring expenses as the Majority Lenders may approve.

Eligible Account: the net amount of each Account of any Loan Party arising in the ordinary course of business that Agent, acting at the direction of the Majority Lenders in their 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 Lenders 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 Majority Lenders’ Permitted Discretion, is insecure or doubtful;

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(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 otherwise complied with other applicable statutes or ordinances regarding assignment of claims, in each case, except as otherwise permitted by the Majority Lenders in their 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, acting at the direction of the Majority Lenders in their Permitted Discretion, to be ineligible for any other reason.

Eligible Agent:

(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 Majority Lenders, 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 appointment unless it shall object thereto by written notice to the Majority Lenders within five (5) Business Days after having received notice thereof; provided further that notwithstanding the foregoing, “Eligible Agent” 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 Assignee:

(a)                                 a Lender;

(b)                                 an Affiliate of a Lender;

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