Hanson Building Products Limited (a Jersey public limited company) [·] Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • December 5th, 2014 • Hanson Building Products LTD • Concrete products, except block & brick • New York
Hanson Building Products Limited, a Jersey public limited company (the “Company”), HeidelbergCement BP Limited, a private company registered in England and Wales (the “Selling Shareholder”) and HeidelbergCement AG, a German Aktiengesellschaft (the “Parent”), the parent company of the Company and the Selling Shareholder, confirm their respective agreements with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 12 hereof), for whom Merrill Lynch, BNP Paribas Securities Corp. and Deutsche Bank Securities Inc. are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Selling Shareholder of [·] ordinary shares (the “Initial Securities”), nominal value $0.01 per share, of the Company (“Ordinary Shares”) and the purchase by the Underwrit
ContractNote Due • December 5th, 2014 • Hanson Building Products LTD • Concrete products, except block & brick
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), NOR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND HAS BEEN TAKEN FOR INVESTMENT PURPOSES ONLY. IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER APPLICABLE STATE LAW WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED.
Working capital facility agreementHanson Building Products LTD • December 5th, 2014 • Concrete products, except block & brick
NORTH AMERICAN TRANSITION SERVICES AGREEMENT by and between HEIDELBERGCEMENT AG and HANSON BUILDING PRODUCTS LIMITED Dated as of [·], 201[·]North American Transition Services Agreement • December 5th, 2014 • Hanson Building Products LTD • Concrete products, except block & brick • Delaware
THIS NORTH AMERICAN TRANSITION SERVICES AGREEMENT, dated as of [·], 201[·] (this “Agreement”), is made by and between HeidelbergCement AG, a German Aktiengesellschaft (“HCAG”), and Hanson Building Products Limited, a Jersey public limited company (the “Company”) (each of HCAG, on the one hand, and the Company, on the other hand, a “Party,” and collectively, the “Parties”). HCAG and/or its Affiliates, as applicable, are referred to herein as the “Service Provider,” and the Company, the NAM Companies (as defined below) and/or the wholly owned subsidiaries of the NAM Companies, as applicable, are referred to herein as the “Service Recipient.”
TAX RECEIVABLE AGREEMENT by and between [US NEWCO] and LEHIGH HANSON, INC. Dated as of [·], 201[·]Tax Receivable Agreement • December 5th, 2014 • Hanson Building Products LTD • Concrete products, except block & brick • New York
THIS TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of [·], 201[·] is hereby entered into by and between [US NewCo] (“US NewCo”), a [·] corporation, and Lehigh Hanson, Inc. (“LHI”), a Delaware corporation and indirect subsidiary of HeidelbergCement AG.
UK TRANSITION SERVICES AGREEMENT by and between HEIDELBERGCEMENT AG and HANSON BUILDING PRODUCTS LIMITED Dated as of [·], 201[·]Transition Services Agreement • December 5th, 2014 • Hanson Building Products LTD • Concrete products, except block & brick
THIS UK TRANSITION SERVICES AGREEMENT, dated as of [·], 201[·] (this “Agreement”), is made by and between HeidelbergCement AG, a German Aktiengesellschaft (“HCAG”), and Hanson Building Products Limited, a Jersey public limited company (the “Company”) (each of HCAG, on the one hand, and the Company, on the other hand, a “Party,” and collectively, the “Parties”). HCAG and/or its Affiliates, as applicable, are referred to herein as the “Service Provider,” and the Company and the UK Companies (as defined below), as applicable, are referred to herein as the “Service Recipient.”
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • December 5th, 2014 • Hanson Building Products LTD • Concrete products, except block & brick • New York
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”) dated as of [·], 201[·], is by and among HeidelbergCement AG, a German Aktiengesellschaft (“HC”), and Hanson Building Products Limited, a Jersey public limited company (the “Company”). HC and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
SHAREHOLDERS AGREEMENT by and between HEIDELBERGCEMENT AG and HANSON BUILDING PRODUCTS LIMITED Dated as of [·], 201[·]Shareholders Agreement • December 5th, 2014 • Hanson Building Products LTD • Concrete products, except block & brick • New York
THIS SHAREHOLDERS AGREEMENT (this “Agreement”), dated as of [·], 201[·], is by and between HeidelbergCement AG, a German Aktiengesellschaft (the “Initial Shareholder”), and Hanson Building Products Limited, a Jersey public company limited by shares (the “Company”).
SEPARATION AGREEMENT by and between HEIDELBERGCEMENT AG and HANSON BUILDING PRODUCTS LIMITED Dated as of [·], 201[·]Separation Agreement • December 5th, 2014 • Hanson Building Products LTD • Concrete products, except block & brick • New York
THIS SEPARATION AGREEMENT, dated as of [·], 201[·], is by and between HeidelbergCement AG, a German Aktiengesellschaft (“HeidelbergCement”), and Hanson Building Products Limited, a Jersey public limited company (the “Company”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I hereof.
