AMENDMENT No. 3, dated as of March 11, 2015 (this “Amendment”), to the Credit Agreement dated as of January 30, 2012, among SUMMIT MATERIALS, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors party thereto, the several banks...Credit Agreement • March 17th, 2015 • Summit Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
This CREDIT AGREEMENT is entered into as of January 30, 2012, among SUMMIT MATERIALS, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors party hereto from time to time, BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as L/C Issuer and Swing Line Lender, Citigroup Global Markets Inc., as Syndication Agent, and BARCLAYS BANK PLC and REGIONS BANK, as Co-Documentation Agents.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 17th, 2015 • Summit Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
This Registration Rights Agreement (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of March 17, 2015, and is between Summit Materials, Inc., a Delaware corporation (the “Company”) and the Blackstone Holders (as defined below), the Continental Holders (as defined below) and the other holders of Registrable Securities (as defined below) party hereto. Such holders of Registrable Securities party hereto are collectively referred to herein as the “Securityholders.”
TAX RECEIVABLE AGREEMENT between SUMMIT MATERIALS, INC. and THE PERSONS NAMED HEREIN Dated as of March 11, 2015Tax Receivable Agreement • March 17th, 2015 • Summit Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
This TAX RECEIVABLE AGREEMENT (this “Agreement”), is dated as of March 11, 2015, and is between Summit Materials, Inc., a Delaware corporation (including any successor corporation, the “Corporate Taxpayer”), each of the undersigned parties, and each of the other persons from time to time party hereto (each a “TRA Party” and together the “TRA Parties”).
EXCHANGE AGREEMENTExchange Agreement • March 17th, 2015 • Summit Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
EXCHANGE AGREEMENT (this “Agreement”), dated as of March 11, 2015, among Summit Materials, Inc., a Delaware corporation, Summit Materials Holdings L.P., a Delaware limited partnership, and the holders of LP Units (as defined herein) from time to time party hereto.
STOCKHOLDERS’ AGREEMENT DATED AS OF MARCH 11, 2015 AMONG SUMMIT MATERIALS, INC. AND THE OTHER PARTIES HERETOStockholders’ Agreement • March 17th, 2015 • Summit Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This Stockholders’ Agreement is entered into as of March 11, 2015 by and among Summit Materials, Inc., a Delaware corporation (the “Company”), and each of the other parties identified on the signature pages hereto (the “Investor Parties”).
SUMMIT MATERIALS HOLDINGS L.P. FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT Dated as of March 11, 2015Limited Partnership Agreement • March 17th, 2015 • Summit Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of Summit Materials Holdings L.P. (the “Partnership”), is dated as of March 11, 2015 (the “Effective Date”) and is by and between Summit Materials Holdings GP, Ltd., a Cayman Islands exempted company (“Pre-existing GP”), as the General Partner pending consummation of the IPO (as defined in the IPO Reorganization Agreement referred to below), Summit Owner Holdco LLC, a Delaware limited liability company, as the prospective interim General Partner upon consummation of the IPO, Summit Materials, Inc., a Delaware corporation (“IPO Corp”), as the prospective General Partner immediately after Summit Owner Holdco becomes such interim General Partner, and the Limited Partners whose names are set forth in the books and records of the Partnership.
