RE: Seventh Amendment to Agreement dated January 1, 2001 between The Monarch Cement Company ("Borrower") and Bank of Oklahoma, N.A. ("Lender") in the aggregate amount of $35,000,000 (the "Loan Agreement"), as amended by First Amendment dated December 31, 2002, Second Amendment dated December 31, 20

December 31, 2008

Ms. Debra Roe
Chief Financial Officer
The Monarch Cement Company
449 1200 Street
Humboldt, KS 66748

RE:  Seventh Amendment to Agreement dated January 1, 2001 between The Monarch Cement Company ("Borrower") and Bank of Oklahoma, N.A. ("Lender") in the aggregate amount of $35,000,000 (the "Loan Agreement"), as amended by First Amendment dated December 31, 2002, Second Amendment dated December 31, 2003, Third Amendment dated December 31, 2004, Fourth Amendment dated January 1, 2006, Fifth Amendment dated December 31, 2006 and Sixth Amendment dated December 31, 2007.

Dear Debbie:

Bank of Oklahoma, N.A. ("Lender") is pleased to renew and modify the Loan Agreement subject to the terms of this letter agreement ("Seventh Amendment").  Subject to the terms of the Loan Agreement, as amended, and this Seventh Amendment, the Commitment will be:  1) a $17,825,569.45 Term Loan ("Term Loan") that is a renewal of the outstanding balance of the $25,000,000 Term Loan dated December 31, 2004 and 2) $15,000,000 Revolving Line of Credit ("Revolving Line") that is a renewal of the $15,000,000 Revolving Line subject to the terms of this letter amendment ("Seventh Amendment"). 

Section 1 of the Loan Agreement is hereby deleted and replaced with the following:

  1.      The Term Loan .   Lender agrees to renew the remaining $17,825,569.45 balance of the $25,000,000 Term Loan dated December 31, 2004 to Borrower as evidenced by a promissory note in the form attached hereto as Exhibit A, maturing on December 31, 2014 (which, together with any extensions, renewals and changes in form thereof, is hereinafter referred to as the "Term Note").

1.1    The Term Note will be payable in equal quarterly installments of principal and interest in an amount to equate to a 6-year amortization, with such payments calculated using the interest rate in effect on December 31, 2008, provided however, that either Lender or Borrower may elect to recalculate the payment installments on the 12-month anniversary of this Seventh Amendment based on the outstanding principal balance on that date, the current floating interest rate on that date, and the number of quarters remaining in the 6-year amortization.  All outstanding principal and interest will be due and payable on December 31, 2014.

1.2    Interest shall accrue and be payable quarterly as set forth in the Term Note at a floating interest rate of BOKF National Prime less .75%.  Under no circumstances will the rate on the Term Loan be less than 3.00%

1.3    Borrower may prepay the Term Note in whole or part at any time without penalty.

Section 2 of the Loan Agreement is hereby deleted and replaced with the following:

2.      The Revolving Line.   Lender agrees to loan Borrower up to $15,000,000 as Borrower may from time to time request as evidenced by a promissory note in the form attached as Exhibit B, maturing on December 31, 2009 (which together with any extensions, renewals and changes in form thereof, is hereinafter referred to as the "Line Note").  Advances under the Line Note shall be used for working capital and general corporate purposes, including issuance of letters of credit.

2.1    Provided there is no Event of Default, Borrower may advance, pay down, and re-advance funds on the Line Note. 

2.2    Letters of Credit shall be issued pursuant to Lender's standard procedure, upon receipt by Lender of an application; provided that (a) no event of default has occurred and is continuing, and (b) the requested letter of credit will not expire after the maturity date of the Line Note.  Borrower shall pay all standard fees and costs charged by Lender in connection with the issuance of Letters of Credit.  Lender shall be reimbursed for drawings under the Letters of Credit either by Borrower or by an advance on the Line Note. 

2.3    Borrower may repay the Revolving Line in whole or part at any time without penalty.

2.4    Interest shall accrue and be payable quarterly as set forth in the Line Note at a floating interest rate of BOKF National Prime less 1.25%.  Under no circumstances will the