AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 8th, 2016 • Forterra, Inc. • Texas
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of the 28th day of June, 2016 between Forterra Pipe & Precast, LLC (the “Company”) and William Matthew Brown (the “Executive”) (each of the foregoing individually a “Party” and collectively the “Parties”).
ASSET ADVISORY AGREEMENT Project StardustAsset Advisory Agreement • July 8th, 2016 • Forterra, Inc. • Texas
THIS ASSET ADVISORY AGREEMENT (“Agreement”) is made effective as of February 9, 2015, by and between HUDSON AMERICAS LLC, a Delaware limited liability company (“Manager”), and LSF9 STARDUST HOLDINGS, L.P., a Bermuda exempted limited partnership (together with its successors and assigns, “Owner,” and, together with Manager, the “Parties”), and joined herein by LONE STAR FUND IX (U.S.), L.P., a Delaware limited partnership (the “Fund”), for the limited purposes set forth in Section 7(a) below.
SENIOR LIEN TERM LOAN CREDIT AGREEMENT dated as of March 13, 2015, among LSF9 CONCRETE LTD, LSF9 CONCRETE HOLDINGS LTD, STARDUST FINANCE HOLDINGS, INC., THE LENDERS PARTY HERETO and CREDIT SUISSE AG, as Administrative Agent, BARCLAYS BANK PLC, as...Intercreditor Agreement • July 8th, 2016 • Forterra, Inc. • Delaware
SENIOR LIEN TERM LOAN CREDIT AGREEMENT, dated as of March 13, 2015, among LSF9 CONCRETE LTD, a company incorporated under the laws of the Bailiwick of Jersey with registered number 117753 (“Holdings”), LSF9 CONCRETE HOLDINGS LTD, a company incorporated under the laws of the Bailiwick of Jersey with registered number 117752 (“Mid-Holdings”), STARDUST FINANCE HOLDINGS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement as lenders and CREDIT SUISSE AG, as administrative agent and collateral agent (together with its successors and permitted assigns in such capacity, the “Administrative Agent”).
ABL CREDIT AGREEMENT dated as of March 13, 2015, among LSF9 CONCRETE LTD, LSF9 CONCRETE HOLDINGS LTD, STARDUST FINANCE HOLDINGS, INC., THE ADDITIONAL REVOLVING BORROWERS PARTY HERETO, THE LENDERS PARTY HERETO and CREDIT SUISSE AG, as Administrative...Intercreditor Agreement • July 8th, 2016 • Forterra, Inc. • Delaware
ABL CREDIT AGREEMENT, dated as of March 13, 2015, among LSF9 CONCRETE LTD, a company incorporated under the laws of the Bailiwick of Jersey with registered number 117753 (“Holdings”), LSF9 CONCRETE HOLDINGS LTD, a company incorporated under the laws of the Bailiwick of Jersey with registered number 117752 (“Mid-Holdings”), STARDUST FINANCE HOLDINGS, INC., a Delaware corporation (the “Initial Borrower” and together with the Additional Revolving Borrowers (as defined herein), the “Borrowers”, and each, a “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement as lenders and as issuing banks, CREDIT SUISSE AG, as administrative agent (together with its successors and permitted assigns in such capacity, the “Administrative Agent”), and BANK OF AMERICA, N.A., as collateral agent (together with its successors and permitted assigns in such capacity, the “Collateral Agent”).
PURCHASE AGREEMENT among HBMA HOLDINGS LLC, STRUCTHERM HOLDINGS LIMITED, HANSON AMERICA HOLDINGS (4) LIMITED, HANSON PACKED PRODUCTS LIMITED, LSF9 STARDUST HOLDINGS LLC and, solely for the purposes of Section 9.08 and Article XI, HEIDELBERGCEMENT AG...Purchase Agreement • July 8th, 2016 • Forterra, Inc. • Delaware
PURCHASE AGREEMENT, dated as of December 23, 2014 (this “Agreement”), among HBMA HOLDINGS LLC, a Delaware limited liability company (the “US Seller”), STRUCTHERM HOLDINGS LIMITED, an English private limited company (the “UK Seller”), HANSON AMERICA HOLDINGS (4) LIMITED, an English private limited company (the “CDN Seller”), HANSON PACKED PRODUCTS LIMITED (formerly known as Hanson Building Products Limited), an English private limited company (“HPPL”, and together with the US Seller, the UK Seller and the CDN Seller, the “Sellers”) and LSF9 STARDUST HOLDINGS LLC, a Delaware limited liability company (the “Purchaser”), and, solely for the purposes of Section 9.08 and Article XI hereto, HEIDELBERGCEMENT AG, an Aktiengesellschaft organized in Germany (“Seller Parent”).
CONFIDENTIAL SEPARATION AGREEMENT AND FULL RELEASE OF CLAIMSConfidential Separation Agreement • July 8th, 2016 • Forterra, Inc. • Texas
This Confidential Separation Agreement and Full Release of Claims (the “Agreement”) is made between Scott T. Szwejbka (Employee ID# 4058779) (“Employee”) and Forterra Pipe & Precast, LLC, and its parents, subsidiaries, and affiliates (collectively referred to in this Agreement as the “Company”) regarding the terms and conditions of Employee’s separation of employment from the Company.
ContractForterra, Inc. • July 8th, 2016 • New York
FIRST AMENDMENT dated as of April 1, 2015 (this “Amendment”) among LSF9 CONCRETE HOLDINGS LTD, a company incorporated under the laws of the Bailiwick of Jersey with registered number 117752 (“Mid-Holdings”), STARDUST FINANCE HOLDINGS, INC., a Delaware corporation (the “Initial Borrower”), the Additional Revolving Borrowers party thereto (together with the Initial Borrower, the “Borrowers”), the LENDERS party hereto (the “Lenders”) and CREDIT SUISSE AG, as administrative agent (in such capacity, the “Administrative Agent”) under the Credit Agreement referred to below, to the ABL CREDIT AGREEMENT dated as of March 13, 2015 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”) among LSF9 CONCRETE LTD, Mid-Holdings, the Borrowers, the Lenders from time to time party thereto, the Administrative Agent and BANK OF AMERICA, N.A., as collateral agent.
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • July 8th, 2016 • Forterra, Inc. • Texas
This SEPARATION AND RELEASE AGREEMENT (this “Agreement”) is entered into this 27 day of July, 2015 by and between Plamen Jordanoff (the “Executive”) and HBP Pipe and Precast LLC (f/k/a Hanson Pipe and Precast LLC) (the “Company”). The Company and the Executive shall each be referred to in this Agreement as a “Party,” and collectively as the “Parties.”
ContractFirst Incremental • July 8th, 2016 • Forterra, Inc. • New York
FIRST INCREMENTAL FACILITY AMENDMENT, dated as of October 1, 2015 (this “Agreement”), to the Senior Lien Term Loan Credit Agreement dated as of March 13, 2015 (as amended, supplemented or otherwise modified through the date hereof, the “Credit Agreement”), among STARDUST FINANCE HOLDINGS, INC. (the “Borrower”), LSF9 CONCRETE LTD (“Holdings”), LSF9 CONCRETE HOLDINGS LTD (“Mid-Holdings”), the lenders party thereto from time to time, and CREDIT SUISSE AG, as administrative agent and collateral agent (in such capacity, the “Administrative Agent”).
HeidelbergCement Letterhead]Forterra, Inc. • July 8th, 2016
ASSIGNMENT AND AMENDMENTAssignment And • July 8th, 2016 • Forterra, Inc.
This ASSIGNMENT AND AMENDMENT, dated as of March 13, 2015 (this “Agreement”), is made by and between LSF9 STARDUST HOLDINGS LLC, a Delaware limited liability company (the “Assignor”), and LSF9 CONCRETE LTD, a company incorporated under the laws of Jersey (the “Assignee”), and, solely for the purposes of Article III hereto, HBMA HOLDINGS LLC, a Delaware limited liability company (the “US Seller”), STRUCTHERM HOLDINGS LIMITED, an English private limited company (the “UK Seller”), HANSON AMERICA HOLDINGS (4) LIMITED, an English private limited company (the “CDN Seller”), and HANSON PACKED PRODUCTS LIMITED (formerly known as Hanson Building Products Limited), an English private limited company (“HPPL,” and together with the US Seller, the UK Seller and the CDN Seller, the “Sellers”) and STARDUST ACQUISITION I COMPANY, LLC, a Delaware limited liability company (“US Acquisition I”), STARDUST ACQUISITION II COMPANY, LLC, a Delaware limited liability company (“US Acquisition II”), LSF9 CONCRET
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CONCRETE PIPE & PRECAST, LLC DATED AS OF August 3, 2012Limited Liability Company Agreement • July 8th, 2016 • Forterra, Inc. • Delaware
This Amended and Restated Limited Liability Company Agreement of Concrete Pipe & Precast, LLC, a Delaware limited liability company (the “Company”), is entered into as of August 3, 2012 (the “Effective Date”), by and among the Company and the Members executing this Agreement as of the Effective Date.
CONFIDENTIAL SEPARATION AGREEMENT AND FULL RELEASE OF CLAIMSConfidential Separation Agreement • July 8th, 2016 • Forterra, Inc. • Texas
This Confidential Separation Agreement and Full Release of Claims (the “Agreement”) is made between (Mark Conte) (employee ID# 4311228) (“Employee”) and HBP Pipe & Precast LLC f/k/a Hanson Pipe & Precast LLC, and any parent, subsidiary, or affiliate (collectively referred to in this Agreement as the “Company”) regarding the terms and conditions of Employee’s separation of employment from the Company.
STOCK PURCHASE AGREEMENT BY AND AMONG FORTERRA PIPE & PRECAST, LLC, USP HOLDINGS INC. THE STOCKHOLDERS AND OPTIONHOLDERS OF USP HOLDINGS INC., AND ALABAMA SELLER REP INC., AS SELLER REPRESENTATIVE Dated as of February 12, 2016Stock Purchase Agreement • July 8th, 2016 • Forterra, Inc. • Delaware
This STOCK PURCHASE AGREEMENT, dated as of February 12, 2016 (the “Agreement”), by and among (i) Forterra Pipe & Precast, LLC, a limited liability company organized under the laws of Delaware (the “Purchaser”), (ii) USP Holdings Inc., a Delaware corporation (“Holdings”), (iii) the holders of common stock of Holdings listed on Exhibit I hereto under the heading “Stockholders” (each, a “Stockholder” and collectively, the “Stockholders”), (iv) the holders of Options (as defined herein) listed on Exhibit I hereto under the heading “Optionholders” (collectively with the Stockholders, the “Sellers” and each, individually, a “Seller”), and (v) Alabama Seller Rep Inc., a Delaware corporation, as designated agent on behalf of the Sellers (“Seller Representative”). Purchaser, Holdings, the Sellers and Seller Representative are each referred to in this Agreement as a “Party” and are collectively referred to in this Agreement as the “Parties.”
PURCHASE AGREEMENT by and among FORTERRA PIPE & PRECAST, LLC, SHERMAN-DIXIE CONCRETE INDUSTRIES, INC., THE SHAREHOLDERS LISTED ON EXHIBIT A, and PKD PARTNERSHIP Dated as of January 29, 2016Purchase Agreement • July 8th, 2016 • Forterra, Inc. • Delaware
THIS PURCHASE AGREEMENT, dated as of January 29, 2016 (this “Agreement”), is entered into by and among FORTERRA PIPE & PRECAST, LLC, a limited liability company (“Buyer”), SHERMAN-DIXIE CONCRETE INDUSTRIES, INC., a Tennessee corporation (“Company”), the shareholders of Company identified on Exhibit A (the “Shareholders”), and PKD PARTNERSHIP, a Tennessee general partnership (“Real Estate Seller”; and together with the Shareholders and Company, the “Sherman-Dixie Parties”).
ContractCredit Agreement • July 8th, 2016 • Forterra, Inc. • New York
INCREMENTAL FACILITY AMENDMENT, dated as of November 10, 2015 (this “Agreement”), to the ABL Credit Agreement dated as of March 13, 2015 (as amended, supplemented or otherwise modified through the date hereof, the “Credit Agreement”), among STARDUST FINANCE HOLDINGS, INC. (the “Initial Borrower”), the additional revolving borrowers party thereto (the “Additional Revolving Borrowers”, and together with the Initial Borrower, the “Borrowers”, and each, a “Borrower”), LSF9 CONCRETE LTD (“Holdings”), LSF9 CONCRETE HOLDINGS LTD (“Mid-Holdings”), the lenders party thereto from time to time, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent, and BANK OF AMERICA, N.A., as collateral agent.
ContractSecond Incremental • July 8th, 2016 • Forterra, Inc. • New York
SECOND INCREMENTAL FACILITY AMENDMENT, dated as of June 17, 2016 (this “Agreement”), to the Senior Lien Term Loan Credit Agreement dated as of March 13, 2015 (as amended, supplemented or otherwise modified through the date hereof, the “Credit Agreement”), among STARDUST FINANCE HOLDINGS, INC. (the “Borrower”), LSF9 CONCRETE LTD (“Holdings”), LSF9 CONCRETE HOLDINGS LTD (“Mid-Holdings”), the lenders party thereto from time to time, and CREDIT SUISSE AG, as administrative agent and collateral agent (in such capacity, the “Administrative Agent”).
STOCK PURCHASE AGREEMENT among HBP PIPE & PRECAST LLC, as the Buyer, CRETEX COMPANIES, INC. as the Seller, and CRETEX CONCRETE PRODUCTS, INC., as the Company Dated as of August 20, 2015Stock Purchase Agreement • July 8th, 2016 • Forterra, Inc. • Delaware
STOCK PURCHASE AGREEMENT, dated as of August 20, 2015 (this “Agreement”), among HBP PIPE & PRECAST LLC, a Delaware limited liability company (the “Buyer”), CRETEX COMPANIES, INC., a Minnesota corporation (the “Seller”), and CRETEX CONCRETE PRODUCTS, INC., an Iowa corporation (the “Company”).
ContractCredit Agreement • July 8th, 2016 • Forterra, Inc. • New York
SECOND AMENDMENT AND CONSENT, dated as of April 13, 2016 (this “Amendment”), to the ABL Credit Agreement dated as of March 13, 2015 (as amended, supplemented or otherwise modified through the date hereof, the “Credit Agreement”), among STARDUST FINANCE HOLDINGS, INC. (the “Initial Borrower”), the additional revolving borrowers party thereto (the “Additional Revolving Borrowers”, and together with the Initial Borrower, the “Borrowers”, and each, a “Borrower”), LSF9 CONCRETE LTD (“Holdings”), LSF9 CONCRETE HOLDINGS LTD (“Mid-Holdings”), the lenders party thereto from time to time and BANK OF AMERICA, N.A., as successor by assignment to Credit Suisse AG, Cayman Islands Branch, as Administrative Agent (in such capacity, together with its successors and assigns, the “Administrative Agent”), and BANK OF AMERICA, N.A., as collateral agent (in such capacity, together with its successors and assigns, the “Collateral Agent”).
