AMENDMENT NO. 5 TO
LOAN AND SECURITY AGREEMENT
AMENDMENT NO. 5 TO LOAN AND SECURITY AGREEMENT (this "Fifth Amendment") dated this 27th
day of November, 1996 by and between UNITED STATES LIME & MINERALS, INC. (formerly known as
Scottish Heritable, Inc.), a Texas corporation ("USL"), CORSON LIME COMPANY, a Pennsylvania
corporation ("CLC"), TEXAS LIME COMPANY, a Texas corporation ("TLC"), ARKANSAS LIME
COMPANY, an Arkansas corporation ("ALC", and together with USL, CLC, and TLC, collectively referred to
as the "Borrowers") and CORESTATES BANK, N.A., a national banking association ("Bank").
A. Borrowers and Bank entered into a Loan and Security Agreement dated October 20, 1993, since amended
by Amendment No.1 to Loan and Security Agreement dated as of December 23, 1994, Amendment No. 2 to
Loan and Security Agreement dated April 28, 1995, Amendment No. 3 to Loan and Security Agreement dated
September 29, 1995 and that certain Letter Agreement dated October 26, 1995 (collectively, the "Loan
Agreement"), pursuant to which Bank made available to Borrowers certain credit facilities specifically described
in the Loan Agreement. All initially-capitalized terms not otherwise defined herein shall have the meanings
ascribed to them in the Loan Agreement unless the context clearly requires to the contrary.
B. Borrowers have requested that Bank further amend the terms of the Loan Agreement to (i) add Adjusted
LIBOR as an interest rate option (ii) extend the Termination Date to June 30, 1998 and extend the maturity date
for the Term Loan to October l, 2000, (iii) add one noncommitted secured line of credit in the amount of
$10,000,000 to be used to finance equipment purchases and improvements to current plant and equipment and
one secured discretionary line of credit in the amount of $10,000,000 to be used for acquisitions, (iv) increase the
annual limit on Capital Expenditures, and (v) amend certain financial covenants set forth in the Loan Agreement.
Bank has agreed to such