RE: Second Amendment to Agreement

 Exhibit 10.1(b)

BANK OF OKLAHOMA N.A.                                  Jane P. Faulkenberry
                                                       Senior Vice President
Bank of Oklahoma Tower                                 918-588-6272
P 0. Box 2300                                          FAX: 918-280-3368
Tulsa, Oklahoma 74192                                  [email protected]

January 1, 2004

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

RE:  Second 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.

Dear Debbie:

Bank of Oklahoma, N.A. ("Lender") is pleased to renew the $10,000,000
Revolving Line of Credit ("Revolving Line") subject to the terms of this
letter amendment ("Second Amendment").

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

1.  The Revolving Line.  Lender agrees to loan Borrower up to $10,000,000 as
Borrower may from time to time request as evidenced by a promissory note in
the form attached as Exhibit A, maturing on December 31, 2004 (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.

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

    1.2.  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.

    1.3.  Borrower may prepay the Revolving Line in whole or part at any time
without penalty.

    1.4.  Interest shall accrue and be payable quarterly as set forth in the
Line Note at a floating interest rate of J.P. Morgan Chase prime rate less
.75%.  The outstanding principal balance plus accrued interest shall be
payable at maturity date of December 31, 2004.

TERMS AND CONDITIONS:  Unless otherwise agreed to in writing by Lender,
all terms and conditions, representations, and warranties of Borrower in the
Loan Agreement, as amended, remain in full force and effect.  In addition to
the terms of the Loan Agreement, as amended, Borrower consents to the
provisions of the Term Note and the Line Note; provided however, that to the
extent any conflict exists between the Loan Agreement and the Notes, then the
Loan Agreement shall be controlling.

LENDER                              BORROWER

Bank of Oklahoma, N.A.              The Monarch Cement Company

By:  /s/ Jane Faulkenberry          By: /s/ Walter H. Wulf, Jr.
Name: Jane Faulkenberry             Name: Walter H. Wulf, Jr.
Title: Senior Vice President        Title: President

 

Basic Info X:

Name: RE: Second Amendment to Agreement
Type: Re: Second Amendment to Agreement
Date: March 15, 2004
Company: MONARCH CEMENT CO
State: Kansas

Other info: