SUPPLEMENT TO SUBSIDIARY GUARANTYArcosa, Inc. • November 4th, 2021 • Fabricated structural metal products
Reference is hereby made to the Amended and Restated Subsidiary Guaranty (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Guaranty”) made as of January 2, 2020, by each of the Material Domestic Subsidiaries of Arcosa, Inc., a Delaware corporation (the “Borrower”) listed on the signature pages thereto (each, an “Initial Guarantor” and together with any additional Subsidiaries of the Borrower, which become parties thereto and together with the undersigned, the “Guarantors”) in favor of the Administrative Agent, for the ratable benefit of the Holders of Guaranteed Obligations, under the Credit Agreement. Capitalized terms used herein and not defined herein shall have the meanings given to them in the Guaranty. By its execution below, the undersigned StonePoint Ultimate Holding, LLC, a Delaware limited liability company (the “New Guarantor”), agrees to become, and does hereby become, a Guarantor under the Guaranty and agrees to be bound by s
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among ARCOSA MS5, LLC, as Buyer and SOUTHWEST ROCK PRODUCTS, LLC, MIDWEST LAND TRUST, LLC, WHITE MOUNTAIN PROPERTIES, LLC collectively as the Companies, and THE MEMBERS OF THE COMPANIES SET FORTH ON...Membership Interest Purchase Agreement • November 4th, 2021 • Arcosa, Inc. • Fabricated structural metal products • Delaware
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is dated as of the 4th day of August, 2021, by and among ARCOSA MS5, LLC, a Delaware limited liability company (“Buyer”), SOUTHWEST ROCK PRODUCTS, LLC, an Arizona limited liability company (“SWRP”), MIDWEST LAND TRUST, LLC, an Arizona limited liability company (“MLT”), and WHITE MOUNTAIN PROPERTIES, LLC, an Arizona limited liability company (“WMP”, and collectively with SWRP and MLT, the “Companies”), and the MEMBERS SET FORTH ON SCHEDULE 1, the equity holders of the Companies (collectively, the “Sellers” and individually “Seller”), and CHRISTOPHER REINESCH, solely in his capacity as the Sellers’ Representative (as defined in Section 9.16(a)). Unless otherwise set forth herein, capitalized terms used herein shall have the meanings assigned to such terms in Article VIII.
SUPPLEMENT TO SUBSIDIARY GUARANTYArcosa, Inc. • November 4th, 2021 • Fabricated structural metal products
Reference is hereby made to the Amended and Restated Subsidiary Guaranty (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Guaranty”) made as of January 2, 2020, by each of the Material Domestic Subsidiaries of Arcosa, Inc., a Delaware corporation (the “Borrower”) listed on the signature pages thereto (each, an “Initial Guarantor” and together with any additional Subsidiaries of the Borrower, which become parties thereto and together with the undersigned, the “Guarantors”) in favor of the Administrative Agent, for the ratable benefit of the Holders of Guaranteed Obligations, under the Credit Agreement. Capitalized terms used herein and not defined herein shall have the meanings given to them in the Guaranty. By its execution below, the undersigned StonePoint Materials LLC, a Delaware limited liability company (the “New Guarantor”), agrees to become, and does hereby become, a Guarantor under the Guaranty and agrees to be bound by such Guar
SUPPLEMENT TO SUBSIDIARY GUARANTYArcosa, Inc. • November 4th, 2021 • Fabricated structural metal products
Reference is hereby made to the Amended and Restated Subsidiary Guaranty (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Guaranty”) made as of January 2, 2020, by each of the Material Domestic Subsidiaries of Arcosa, Inc., a Delaware corporation (the “Borrower”) listed on the signature pages thereto (each, an “Initial Guarantor” and together with any additional Subsidiaries of the Borrower, which become parties thereto and together with the undersigned, the “Guarantors”) in favor of the Administrative Agent, for the ratable benefit of the Holders of Guaranteed Obligations, under the Credit Agreement. Capitalized terms used herein and not defined herein shall have the meanings given to them in the Guaranty. By its execution below, the undersigned StonePoint Intermediate Holding, LLC, a Delaware limited liability company (the “New Guarantor”), agrees to become, and does hereby become, a Guarantor under the Guaranty and agrees to be bound
SUPPLEMENT TO SUBSIDIARY GUARANTYArcosa, Inc. • November 4th, 2021 • Fabricated structural metal products
Reference is hereby made to the Amended and Restated Subsidiary Guaranty (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Guaranty”) made as of January 2, 2020, by each of the Material Domestic Subsidiaries of Arcosa, Inc., a Delaware corporation (the “Borrower”) listed on the signature pages thereto (each, an “Initial Guarantor” and together with any additional Subsidiaries of the Borrower, which become parties thereto and together with the undersigned, the “Guarantors”) in favor of the Administrative Agent, for the ratable benefit of the Holders of Guaranteed Obligations, under the Credit Agreement. Capitalized terms used herein and not defined herein shall have the meanings given to them in the Guaranty. By its execution below, the undersigned Arcosa StonePoint, LLC, a Delaware limited liability company (the “New Guarantor”), agrees to become, and does hereby become, a Guarantor under the Guaranty and agrees to be bound by such Guaran
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • November 4th, 2021 • Arcosa, Inc. • Fabricated structural metal products • New York
This First Supplemental Indenture (this “Supplemental Indenture”), dated as of September 30, 2021, among (a) Arcosa StonePoint, LLC, a Delaware limited liability company (“Arcosa StonePoint”), (b) StonePoint Holding, LLC, a Delaware limited liability company (“StonePoint Holding”), (c) StonePoint Intermediate Holding, LLC, a Delaware limited liability company (“StonePoint Intermediate Holding”), (d) StonePoint Materials LLC, a Delaware limited liability company (“StonePoint Materials”), (e) StonePoint Ultimate Holding, LLC, a Delaware limited liability company (“StonePoint Ultimate Holding”, and together with Arcosa StonePoint, StonePoint Holding, StonePoint Intermediate Holding and StonePoint Materials, the “Guaranteeing Subsidiaries” and each a “Guaranteeing Subsidiary”), each of which is a Subsidiary of Arcosa, Inc., a Delaware corporation (the “Issuer”), (f) the Issuer, and (g) Wells Fargo Bank, National Association, as trustee (the “Trustee”).
