INDEMNIFICATION AGREEMENTIndemnification Agreement • January 9th, 2015 • Summit Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This Indemnification Agreement is effective as of [ ], (this “Agreement”) and is between Summit Materials, Inc., a Delaware corporation (the “Company”), and the undersigned director/officer of the Company (the “Indemnitee”).
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.
INDENTURE Dated as of December 14, 2023 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 • December 14th, 2023 • Summit Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
INDENTURE, dated as of December 14, 2023, 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.
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.”
Underwriting AgreementUnderwriting Agreement • January 10th, 2017 • Summit Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
Summit Materials, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 10,000,000 shares Class A common stock, par value $0.01 per share, of the Company (the “Class A Stock”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional 1,500,000 shares of Class A Stock of the Company. The aggregate of 10,000,000 shares of Class A Stock to be sold by the Company are herein called the “Firm Shares” and the aggregate of up to 1,500,000 additional shares of Class A Stock to be sold by the Company are herein called the “Optional Shares.” The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.” The respective amounts of
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”).
SUMMIT MATERIALS HOLDINGS L.P. FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT Dated as of [ ], 2015Limited Partnership Agreement • February 24th, 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 [ ], 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.
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”).
ContractTransition and Consulting Agreement • September 12th, 2022 • Summit Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
VOTING AGREEMENTVoting Agreement • November 25th, 2024 • Summit Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of November 24, 2024, is by and among (i) Quikrete Holdings, Inc., a Delaware corporation (“Parent”), and (ii) in their respective capacities as record and beneficial owners of Common Shares (as defined below), Cementos Argos S.A., a sociedad anónima incorporated in the Republic of Colombia (“Cementos”), Argos SEM LLC, a Delaware limited liability company (“Argos SEM”), Valle Cement Investments, Inc., a sociedad anónima incorporated in the Republic of Panama (“Valle Cement” and, together with Cementos and Argos SEM, the “Stockholders”). Each of Parent and the Stockholders are sometimes referred to as a “Party” and collectively as the “Parties.”
NINTH SUPPLEMENTAL INDENTURESupplemental Indenture • July 27th, 2015 • Summit Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
Ninth Supplemental Indenture (this “Supplemental Indenture”), dated as of April 9, 2015, between Green America Recycling, LLC, a Missouri limited liability company (the “Guaranteeing Subsidiary”), an indirect 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”).
NONQUALIFIED STOCK OPTION AGREEMENT (Leverage Restoration Options) Summit Materials, Inc.Nonqualified Stock Option Agreement • January 9th, 2015 • Summit Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This Nonqualified Stock Option Agreement (this “Agreement”), effective as of the Date of Grant (as defined below), is between Summit Materials, Inc., a Delaware corporation (the “Company”), and the Participant (as defined below).
AGREEMENT AND PLAN OF MERGERMerger Agreement • November 25th, 2024 • Summit Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
AGREEMENT AND PLAN OF MERGER (as amended in accordance with the terms and conditions hereof, this “Agreement”) dated as of November 24, 2024, among Summit Materials, Inc., a Delaware corporation (the “Company”), Quikrete Holdings, Inc., a Delaware corporation (“Parent”), and Soar Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”).
ContractWarrant Agreement • March 2nd, 2015 • Summit Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MUST BE SURRENDERED TO THE COMPANY AS A CONDITION PRECEDENT TO THE SALE, TRANSFER, PLEDGE OR HYPOTHECATION OF ANY INTEREST IN ANY OF THE SECURITIES REPRESENTED HEREBY.
ContractAmendment to Credit Agreement • July 25th, 2024 • Summit Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
AMENDMENT No. 8, dated as of July 25, 2024 (this “Amendment”) among SUMMIT MATERIALS, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors party hereto, the Term B-2 Lenders party hereto and BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”), 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 of February 25, 2019, Amendment No. 5 dated as of December 14, 2022, Amendment No. 6 dated as of January 10, 2023 and Amendm
SEVENTH SUPPLEMENTAL INDENTURESeventh Supplemental Indenture • January 9th, 2015 • Summit Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
Seventh Supplemental Indenture (this “Supplemental Indenture”), dated as of November 19, 2014, among Southwest Ready Mix, LLC, a Texas limited liability company, Concrete Supply of Topeka, Inc., a Kansas corporation, Penny’s Concrete and Ready Mix, L.L.C., a Kansas 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”).
AMENDMENT NO. 1 TO EXCHANGE AGREEMENTExchange Agreement • August 3rd, 2015 • Summit Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This AMENDMENT NO. 1 TO EXCHANGE AGREEMENT, dated as of August [ ], 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.
TENTH SUPPLEMENTAL INDENTURESupplemental Indenture • July 27th, 2015 • Summit Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
Tenth Supplemental Indenture (this “Supplemental Indenture”), dated as of July 17, 2015, among Kilgore Partners, L.P., a Utah limited partnership, and Lewis & Lewis, Inc., a Wyoming corporation (each, a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”), each an indirect 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”).
FORM OF AMENDMENT NO. 1 TO STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • July 27th, 2015 • Summit Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
This AMENDMENT NO. 1 TO STOCKHOLDERS’ AGREEMENT, dated as of [ ], 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.
Summit Materials, Inc. RESTRICTED LP UNIT AGREEMENTRestricted Lp Unit Agreement • January 9th, 2015 • Summit Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
THIS RESTRICTED LP UNIT AGREEMENT (the “Agreement”), is made effective as of the date set forth on the signature page (the “Signature Page”) attached hereto, between Summit Materials, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), Summit Materials Holdings L.P., a Delaware limited partnership (the “Partnership”), and the participant identified on the Signature Page attached hereto (the “Participant”).
EIGHTH SUPPLEMENTAL INDENTUREEighth Supplemental Indenture • January 9th, 2015 • Summit Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
Eighth Supplemental Indenture (this “Supplemental Indenture”), dated as of December 22, 2014, between Colorado County Sand & Gravel Co., L.L.C., a Texas limited liability company (the “Guaranteeing Subsidiary”), an indirect 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”).
AGREEMENT AND RELEASESeparation Agreement • December 21st, 2017 • Summit Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • July 27th, 2015 • Summit Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
First Supplemental Indenture (this “Supplemental Indenture”), dated as of July 17, 2015, among Kilgore Partners, L.P., a Utah limited partnership, and Lewis & Lewis, Inc., a Wyoming corporation (each, a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”), 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.
CONTRIBUTION AND PURCHASE AGREEMENT BETWEEN SUMMIT MATERIALS, INC., SUMMIT MATERIALS HOLDINGS L.P., SUMMIT MATERIALS HOLDING GP LTD., AND SUMMIT OWNER HOLDCO LLC, AND MISSOURI MATERIALS COMPANY, L.L.C., J & J MIDWEST GROUP, L.L.C., AND THOMAS A. BECK...Contribution and Purchase Agreement • January 9th, 2015 • Summit Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This CONTRIBUTION AND PURCHASE AGREEMENT is dated as of December 18, 2014 (this “Agreement”) and is between Summit Materials, Inc., a Delaware corporation (“IPO Corp”), Summit Materials Holdings L.P., a Delaware limited partnership (“Summit LP”), Summit Materials Holdings GP, Ltd, a Delaware limited partnership and the general partner of Summit LP (“Summit GP”), Summit Owner Holdco LLC, a newly formed Delaware limited liability company (“Summit Holdings”), Missouri Materials Company, L.L.C., J & J Midwest Group, L.L.C., R. Michael Johnson Family Limited Liability Company, Thomas A. Beck Family, LLC (each, a “Minority Holder” and, together, the “Minority Holders”) and Continental Cement Company, L.L.C., a Delaware limited liability company (the “Company”). Capitalized terms used in this Agreement that are not otherwise defined herein will have the meanings given to them in the LLC Agreement referred to below.
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.
