INDENTURE Dated as of March 15, 2019 Among SUMMIT MATERIALS, LLC, as the Issuer, SUMMIT MATERIALS FINANCE CORP., as the Co-Issuer, the Guarantors named herein and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee, Transfer Agent, Registrar and Paying...Indenture • March 15th, 2019 • Summit Materials, LLC • General bldg contractors - nonresidential bldgs • New York
INDENTURE, dated as of March 15, 2019, among Summit Materials, LLC, a Delaware limited liability company (the “Issuer”), Summit Materials Finance Corp., a Delaware corporation wholly owned by the Issuer (the “Co-Issuer” and, together with the Issuer, the “Issuers”), the Guarantors (as defined herein) named herein and Wilmington Trust, National Association, a national banking association, as Trustee, Transfer Agent, Registrar and Paying Agent.
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 12th, 2024 • Summit Materials, LLC • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This Indemnification Agreement is effective as of January 12, 2024, (this “Agreement”) and is between Summit Materials, Inc., a Delaware corporation (the “Company”), and the undersigned director of the Company (the “Indemnitee”).
SUMMIT MATERIALS, LLC SUMMIT MATERIALS FINANCE CORP. $250,000,000 8.500% Senior Notes due 2022 REGISTRATION RIGHTS AGREEMENT dated March 8, 2016Registration Rights Agreement • March 8th, 2016 • Summit Materials, LLC • General bldg contractors - nonresidential bldgs • New York
This Registration Rights Agreement (this “Agreement”) is dated as of March 8, 2016, and is entered into by and among SUMMIT MATERIALS, LLC, a Delaware limited liability company (the “Company”), SUMMIT MATERIALS FINANCE CORP., a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), each of the guarantors listed on the signature pages hereto (each, a “Guarantor”, and collectively, the “Guarantors”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative (the “Representative”) of the several initial purchasers named on Annex A to the Purchase Agreement referenced below (collectively, the “Initial Purchasers”).
AMENDMENT No. 6, dated as of January 10, 2023 (this “Amendment”), to the Amended and Restated Credit Agreement dated as of July 17, 2015, among SUMMIT MATERIALS, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors party thereto,...Credit Agreement • January 10th, 2023 • Summit Materials, LLC • Mining & quarrying of nonmetallic minerals (no fuels) • New York
This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of July 17, 2015, 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”) and BANK OF AMERICA, N.A., as L/C Issuer and Swing Line Lender.
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, LLC • General bldg contractors - nonresidential bldgs • 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.
AMENDMENT No. 2, dated as of November 21, 2017 (this “Amendment”), to the Amended and Restated Credit Agreement dated as of July 17, 2015, among SUMMIT MATERIALS, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors party...Credit Agreement • November 21st, 2017 • Summit Materials, LLC • General bldg contractors - nonresidential bldgs • New York
This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of July 17, 2015, 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”) and BANK OF AMERICA, N.A., as L/C Issuer and Swing Line Lender.
INDENTURE Dated as of August 11, 2020 Among SUMMIT MATERIALS, LLC, as the Issuer, SUMMIT MATERIALS FINANCE CORP., as the Co-Issuer, the Guarantors named herein and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee, Transfer Agent, Registrar and...Indenture • August 11th, 2020 • Summit Materials, LLC • General bldg contractors - nonresidential bldgs • New York
INDENTURE, dated as of August 11, 2020, among Summit Materials, LLC, a Delaware limited liability company (the “Issuer”), Summit Materials Finance Corp., a Delaware corporation wholly owned by the Issuer (the “Co-Issuer” and, together with the Issuer, the “Issuers”), the Guarantors (as defined herein) named herein and Wilmington Trust, National Association, a national banking association, as Trustee, Transfer Agent, Registrar and Paying Agent.
EMPLOYMENT AGREEMENT KEVIN GILLEmployment Agreement • March 7th, 2014 • Summit Materials, LLC • General bldg contractors - nonresidential bldgs • New York
EMPLOYMENT AGREEMENT (the “Agreement”) dated November 11, 2013 by and between Summit Materials Holdings L.P. (the “Company”) and Kevin Gill (“Executive”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OFLimited Liability Company Agreement • October 30th, 2019 • Summit Materials, LLC • General bldg contractors - nonresidential bldgs • Delaware
This Second Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Summit Materials, LLC (the “Company”) is entered into by Summit Materials Intermediate Holdings, LLC, as the sole member (the “Member”).
ASSET PURCHASE AGREEMENT dated as of April 16, 2015 among CONTINENTAL CEMENT COMPANY, L.L.C., as the Purchaser, LAFARGE NORTH AMERICA INC., as the Seller and SUMMIT MATERIALS, LLC, and SUMMIT MATERIALS HOLDINGS, L.P. as GuarantorsAsset Purchase Agreement • April 17th, 2015 • Summit Materials, LLC • General bldg contractors - nonresidential bldgs • Delaware
This ASSET PURCHASE AGREEMENT, entered into as of April 16, 2015, by and between Continental Cement Company, L.L.C., a Delaware limited liability company (the “Purchaser”), Lafarge North America Inc., a Maryland corporation (the “Seller”) and Summit Materials, LLC, a Delaware limited liability company (“Summit LLC”), and Summit Materials Holdings, L.P., a Delaware limited partnership (“Summit LP” and, together with Summit LLC, the “Guarantors”).
THIRD SUPPLEMENTAL INDENTURESupplemental Indenture • March 7th, 2014 • Summit Materials, LLC • General bldg contractors - nonresidential bldgs • New York
Third Supplemental Indenture (this “Supplemental Indenture”), dated as of February 21, 2014, among Alcomat, LLC, a Delaware limited liability company, Alleyton Resource Company, LLC, a Delaware limited liability company and Alleyton Services Company, LLC, a Delaware limited liability company (each, a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”), each a subsidiary of Summit Materials, LLC, a Delaware limited liability company (the “Company”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”).
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • November 19th, 2015 • Summit Materials, LLC • General bldg contractors - nonresidential bldgs • New York
Third Supplemental Indenture (this “Supplemental Indenture”), dated as of November 19, 2015, by and among Summit Materials, LLC, a Delaware limited liability company (the “Company”), Summit Materials Finance Corp., a Delaware corporation wholly-owned by the Company (the “Co-Issuer” and, together with the Company, the “Issuers”), the Guarantors party hereto (the “Guarantors”) and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”).
SEVENTH Supplemental IndentureSeventh Supplemental Indenture • November 3rd, 2016 • Summit Materials, LLC • General bldg contractors - nonresidential bldgs • New York
Sixth Supplemental Indenture (this “Supplemental Indenture”), dated as of September 23, 2016, among H.C. Rustin Corporation, an Oklahoma corporation, and R.D. Johnson Excavating Company, LLC, a Kansas limited liability company (each, a “Guaranteeing Subsidiary”), each an indirect subsidiary of Summit Materials, LLC, a Delaware limited liability company (the “Issuer”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”), Transfer Agent, Registrar and Paying Agent.
EIGHTH SUPPLEMENTAL INDENTURESupplemental Indenture • February 14th, 2018 • Summit Materials, LLC • General bldg contractors - nonresidential bldgs • New York
Eighth Supplemental Indenture (this “Supplemental Indenture”), dated as of January 26, 2018, among Georgia Stone Products, LLC, a Georgia limited liability company, Broad River Crushed Stone, LLC, a Georgia limited liability company, Stockman Quarry, L.L.C., a Missouri limited liability company, Stockman Properties, L.L.C., a Missouri limited liability company, McLanahan Crushed Stone, LLC, a Georgia limited liability company, and Ohio Valley Asphalt, LLC, a Kentucky limited liability company (each, a “Guaranteeing Subsidiary”), each an indirect subsidiary of Summit Materials, LLC, a Delaware limited liability company (the “Issuer”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”), Transfer Agent, Registrar and Paying Agent.
EIGHTH Supplemental IndentureEighth Supplemental Indenture • May 3rd, 2017 • Summit Materials, LLC • General bldg contractors - nonresidential bldgs • New York
Eighth Supplemental Indenture (this “Supplemental Indenture”), dated as of March 30, 2017, between Peak Materials, LLC, a Delaware limited liability company, and Razorback Concrete Company, an Arkansas corporation (each, a “Guaranteeing Subsidiary”), each an indirect subsidiary of Summit Materials, LLC, a Delaware limited liability company (the “Issuer”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”), Transfer Agent, Registrar and Paying Agent.
LOGISTICS SERVICE AGREEMENTLogistics Service Agreement • February 12th, 2024 • Summit Materials, LLC • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This LOGISTICS SERVICE AGREEMENT (this “Agreement”) is entered into as of January 12, 2024 (the “Effective Date”), by and between TRANSATLANTIC CEMENT CARRIERS INC., a corporation organized under the laws of Panama (“TACC”), and ARGOS USA LLC, a Delaware limited liability company (“Argos USA”), and together with TACC, referred to as the “Parties”.
MANAGEMENT INTEREST SUBSCRIPTION AGREEMENT (Profits Interest Grant)Management Interest Subscription Agreement • March 7th, 2014 • Summit Materials, LLC • General bldg contractors - nonresidential bldgs • Delaware
THIS MANAGEMENT INTEREST SUBSCRIPTION AGREEMENT (this “Agreement”) by and between Summit Materials Holdings L.P., a Delaware limited partnership (the “Company”), and the individual named on the signature page hereto (“Executive”) is made as of the date set forth on the signature page hereto.
MINING LEASE AGREEMENTMining Lease Agreement • May 2nd, 2024 • Summit Materials, LLC • Mining & quarrying of nonmetallic minerals (no fuels)
This agreement, made and entered into this 1st day of April, 1986, by and between FLORIDA ROCK INDUSTRIES, INC., a Florida corporation, with its principal place of business at 155 East 21st Street, Jacksonville, Florida 32206 (hereinafter called “Tenant”), and FLORIDA ROCK PROPERTIES, INC., a Florida corporation, with its principal place of business at 155 East 21st street, Jacksonville, Florida 32206 (hereinafter called “Landlord”) (which term shall include the plural and the heirs, personal representatives, assigns, and/or successors in interest wherever the context so requires).
Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(a)(6) Summit Materials, Inc. Denver, CO 80202Transition and Consulting Agreement • November 2nd, 2023 • Summit Materials, LLC • Mining & quarrying of nonmetallic minerals (no fuels)
Reference is made to that certain transition and consulting agreement (the “Agreement”), dated as of September 8, 2022, by and among Summit Materials, Inc. (“Summit”) and you (the “Employee,” and together with Summit, collectively, the “Parties”). Capitalized terms used herein but not otherwise defined shall have the meaning as set forth in the Agreement.
MASTER PURCHASE AGREEMENTMaster Purchase Agreement • February 12th, 2024 • Summit Materials, LLC • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This PURCHASE AGREEMENT (this “Agreement”) is entered into as of January 12, 2024 (the “Effective Date”), by and between ARGOS USA LLC, a Delaware limited liability company (the “Buyer”), and CI DEL MAR CARIBE (BVI) INC., a company organized under the Laws of the British Virgin Islands (the “Agent”), and together with Buyer, referred to as the “Parties”.
AMENDMENT TO ACQUISITION AGREEMENTAcquisition Agreement • March 7th, 2014 • Summit Materials, LLC • General bldg contractors - nonresidential bldgs • Delaware
This AMENDMENT TO ACQUISTION AGREEMENT (this “Amendment”) is made and entered into as of January 14, 2014, by and among SUMMIT MATERIALS, LLC, a Delaware limited liability company (the “Acquiror”), ALLEYTON RESOURCE CORPORATION, a Texas corporation (“Alleyton”), COLORADO GULF, LP, a Texas limited partnership (“Colorado”), TEXAS CGC, LLC, a Texas limited liability company (“CGC”), BARTEN SHEPARD INVESTMENTS, LP, a Texas limited partnership (“BSI”), TBGSI CORP., a Texas corporation (“TBGSI”), and the individuals signatory hereto (collectively the “Equityholders”).
THIRTEENTH Supplemental IndentureSupplemental Indenture • August 2nd, 2018 • Summit Materials, LLC • General bldg contractors - nonresidential bldgs • New York
Thirteenth Supplemental Indenture (this “Supplemental Indenture”), dated as of May 3, 2018, among Laredo Paving, Inc., a Texas corporation, Metro Ready Mix, L.L.C., a Utah limited liability company, Price Construction, Ltd., a Texas limited partnership, and Mid-Missouri Limestone, LLC, a Missouri limited liability company (each, a “Guaranteeing Subsidiary”), each an indirect subsidiary of Summit Materials, LLC, a Delaware limited liability company (the “Issuer”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”), Transfer Agent, Registrar and Paying Agent.
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • May 3rd, 2017 • Summit Materials, LLC • General bldg contractors - nonresidential bldgs • New York
Fourth Supplemental Indenture (this “Supplemental Indenture”), dated as of March 30, 2017, among Peak Materials, LLC, a Delaware limited liability company, and Razorback Concrete Company, an Arkansas corporation (each, a “Guaranteeing Subsidiary”), each an indirect subsidiary of Summit Materials, LLC, a Delaware limited liability company (the “Issuer”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”), Transfer Agent, Registrar and Paying Agent.
ContractAmendment No. 7 to the Amended and Restated Credit Agreement • January 12th, 2024 • Summit Materials, LLC • Mining & quarrying of nonmetallic minerals (no fuels) • New York
AMENDMENT No. 7, dated as of January 12, 2024 (this “Amendment”), among SUMMIT MATERIALS, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors party hereto, the Term B-2 Lender party hereto, the Amendment No. 7 Incremental Revolving Lenders party hereto, the other Lenders party hereto and BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”), Collateral Agent (the “Collateral Agent”), L/C Issuer and Swing Line Lender, to the Amended and Restated Credit Agreement dated as of July 17, 2015, among the Borrower, the Guarantors party thereto, the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”), the Administrative Agent, Collateral Agent, L/C Issuer and Swing Line Lender and the other parties thereto (as amended by Amendment No. 1 dated as of January 19, 2017, Amendment No. 2 dated as of November 21, 2017, Amendment No. 3 dated as of May 22, 2018, Amendment No. 4 dated as
INTELLECTUAL PROPERTY LICENSE AGREEMENTIntellectual Property License Agreement • February 12th, 2024 • Summit Materials, LLC • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This INTELLECTUAL PROPERTY LICENSE AGREEMENT (this “Agreement”) is made and entered into as of as of January 12, 2024 (the “Effective Date”), by and between, on the one hand, Cementos Argos S.A., sociedad anónima incorporated in the Republic of Colombia (“Cementos Argos”), and, on the other hand, Summit Materials, Inc., a Delaware corporation (“Summit Materials”) and Argos North America Corp., a Delaware corporation (the “Transferred Company,” and together with Cementos Argos and Summit Materials, the “Parties,” and each individually, a “Party”).
FIFTH SUPPLEMENTAL INDENTUREFifth Supplemental Indenture • September 9th, 2014 • Summit Materials, LLC • General bldg contractors - nonresidential bldgs • New York
Fifth Supplemental Indenture (this “Supplemental Indenture”), dated as of September 2, 2014, among Troy Vines, Incorporated, a Texas corporation, Summit Materials International, LLC, a Delaware limited liability company (each, a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”), each a subsidiary of Summit Materials, LLC, a Delaware limited liability company (the “Company”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”).
ContractCredit Agreement • January 19th, 2017 • Summit Materials, LLC • General bldg contractors - nonresidential bldgs • New York
AMENDMENT No. 1, dated as of January 19, 2017 (this “Amendment”) to the Amended and Restated Credit Agreement dated as of July 17, 2015, among SUMMIT MATERIALS, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors party thereto, the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”), BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”), Collateral Agent, L/C Issuer and Swing Line Lender and the other parties thereto (as amended, restated, modified and supplemented from time to time, the “Credit Agreement”); capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • August 10th, 2016 • Summit Materials, LLC • General bldg contractors - nonresidential bldgs • New York
Second Supplemental Indenture (this “Supplemental Indenture”), dated as of May 25, 2016, among Sierra Ready Mix Limited Liability Company, a Nevada limited liability company (the “Guaranteeing Subsidiary”), an indirect subsidiary of Summit Materials, LLC, a Delaware limited liability company (the “Issuer”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”), Transfer Agent, Registrar and Paying Agent.
SIXTH Supplemental IndentureSupplemental Indenture • August 10th, 2016 • Summit Materials, LLC • General bldg contractors - nonresidential bldgs • New York
Sixth Supplemental Indenture (this “Supplemental Indenture”), dated as of May 25, 2016, among Sierra Ready Mix Limited Liability Company, a Nevada limited liability company (the “Guaranteeing Subsidiary”), an indirect subsidiary of Summit Materials, LLC, a Delaware limited liability company (the “Issuer”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”), Transfer Agent, Registrar and Paying Agent.
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • November 3rd, 2016 • Summit Materials, LLC • General bldg contractors - nonresidential bldgs • New York
Third Supplemental Indenture (this “Supplemental Indenture”), dated as of September 23, 2016, among H.C. Rustin Corporation, an Oklahoma corporation, and R.D. Johnson Excavating Company, LLC, a Kansas limited liability company (each, a “Guaranteeing Subsidiary”), each an indirect subsidiary of Summit Materials, LLC, a Delaware limited liability company (the “Issuer”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”), Transfer Agent, Registrar and Paying Agent.
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • February 14th, 2018 • Summit Materials, LLC • General bldg contractors - nonresidential bldgs • New York
Third Supplemental Indenture (this “Supplemental Indenture”), dated as of November 10, 2017, among Columbia Silica Sand, LLC, a South Carolina limited liability company, Columbia Aggregates, LLC, a South Carolina limited liability company, Northwest Aggregates, Inc., a Colorado corporation, and Northwest Ready Mix, Inc., a Colorado corporation (each, a “Guaranteeing Subsidiary”), each an indirect subsidiary of Summit Materials, LLC, a Delaware limited liability company (the “Issuer”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”), Transfer Agent, Registrar and Paying Agent.
Cement Supply AgreementCement Supply Agreement • February 12th, 2024 • Summit Materials, LLC • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This Cement Supply Agreement (the “Agreement”), dated as of January 12, 2024 (the “Effective Date”), is entered into by and between ZONA FRANCA ARGOS S.A.S., a sociedad por acciones simplificadas organized and existing under the laws of the Republic of Colombia (hereinafter referred to as the “Seller”), and ARGOS USA LLC, a Delaware limited liability company (hereinafter referred to as the “Buyer” and together with the Seller, referred to as the “Parties”).
AMENDMENT NO. 1 TO STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • November 3rd, 2015 • Summit Materials, LLC • General bldg contractors - nonresidential bldgs
This AMENDMENT NO. 1 TO STOCKHOLDERS’ AGREEMENT, dated as of July 16, 2015 (this “Amendment”), is entered into by and between Summit Materials, Inc., a Delaware corporation (the “Company”) and each of the other parties identified on the signature pages hereto (the “Investor Parties”). This Amendment is an amendment to the Stockholders’ Agreement, dated as of March 11, 2015 (the “Agreement”) by and between the Company and the Investor Parties.
TWELFTH Supplemental IndentureTwelfth Supplemental Indenture • February 14th, 2018 • Summit Materials, LLC • General bldg contractors - nonresidential bldgs • New York
Twelfth Supplemental Indenture (this “Supplemental Indenture”), dated as of January 26, 2018, among Georgia Stone Products, LLC, a Georgia limited liability company, Broad River Crushed Stone, LLC, a Georgia limited liability company, Stockman Quarry, L.L.C., a Missouri limited liability company, Stockman Properties, L.L.C., a Missouri limited liability company, McLanahan Crushed Stone, LLC, a Georgia limited liability company, and Ohio Valley Asphalt, LLC, a Kentucky limited liability company (each, a “Guaranteeing Subsidiary”), each an indirect subsidiary of Summit Materials, LLC, a Delaware limited liability company (the “Issuer”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”), Transfer Agent, Registrar and Paying Agent.
AMENDMENT NO. 1 TO EXCHANGE AGREEMENTExchange Agreement • November 3rd, 2015 • Summit Materials, LLC • General bldg contractors - nonresidential bldgs • Delaware
This AMENDMENT NO. 1 TO EXCHANGE AGREEMENT, dated as of August 4, 2015 (this “Amendment”) is entered into by and among Summit Materials, Inc., a Delaware corporation (the “Corporation”), Summit Materials Holdings L.P., a Delaware limited partnership (“Summit Holdings”), and each of the other parties identified on the signature pages hereto (the “Financial Sponsor Holders”). This Amendment is an amendment to the Exchange Agreement, dated as of March 11, 2015 (the “Agreement”). Capitalized terms used herein but not defined herein shall have the meanings assigned to such terms in the Agreement.
