ARTICLE I Definitions 1 SECTION 1.01. Defined Terms 1 SECTION 1.02. Classification of Loans and Borrowings 34 SECTION 1.03. Terms Generally 34 SECTION 1.04. Accounting Terms; GAAP; Pro Forma Calculations 35 SECTION 1.05. Status of Obligations 36...Credit Agreement • January 6th, 2020 • Arcosa, Inc. • Fabricated structural metal products • New York
AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of January 2, 2020 among ARCOSA, INC., a Delaware corporation (the “Borrower”), the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and BANK OF AMERICA, N.A., as Syndication Agent.
ARCOSA, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • May 5th, 2022 • Arcosa, Inc. • Fabricated structural metal products • Texas
THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), by and between ARCOSA, INC. (hereinafter called the “Company”) and %%FIRST_NAME%-% %% MIDDLE_NAME%-% %%LAST_NAME%-% (hereinafter called, the “Grantee”), is made as of %%OPTION_DATE,’Month DD, YYYY’%-% (the “Date of Grant”);
ARCOSA, INC. PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT AGREEMENT PERFORMANCE PERIOD 20XX-20XYPerformance-Based Restricted Stock Unit Grant Agreement • May 5th, 2022 • Arcosa, Inc. • Fabricated structural metal products • Texas
THIS PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT AGREEMENT (the “Agreement”), is made by and between ARCOSA, INC. (hereinafter called, the “Company”) and %%FIRST_NAME%-% %%LAST_NAME%-% (hereinafter called, the “Grantee”), is made as of %%OPTION_DATE,’Month DD, YYYY’%-% (the “Date of Grant”); the performance period for this award is the three-year period from January 1, 20XX through December 31, 20XY (the “Performance Period”).
ARCOSA, INC. NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • August 4th, 2023 • Arcosa, Inc. • Fabricated structural metal products
THIS NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), by and between ARCOSA, INC. (hereinafter called the “Company”) and the “Director”, is made as of the “Date of Grant”;
TAX MATTERS AGREEMENTTax Matters Agreement • November 1st, 2018 • Arcosa, Inc. • Farm machinery & equipment • Delaware
This TAX MATTERS AGREEMENT (this "Agreement") is entered into as of October 31, 2018, by and among Trinity Industries, Inc. ("Trinity"), a Delaware corporation, and Arcosa, Inc. ("Arcosa"), a Delaware corporation and a wholly owned subsidiary of Trinity. (Trinity and Arcosa are sometimes collectively referred to herein as the "Companies" and, as the context requires, individually referred to herein as the "Company").
SEPARATION AND DISTRIBUTION AGREEMENTSeparation and Distribution Agreement • November 1st, 2018 • Arcosa, Inc. • Farm machinery & equipment • Delaware
THIS SEPARATION AND DISTRIBUTION AGREEMENT (this "Agreement"), is entered into as of October 31, 2018, by and between Trinity Industries, Inc., a Delaware corporation ("Trinity"), and Arcosa, Inc., a Delaware corporation and a wholly owned subsidiary of Trinity ("Arcosa") (each a "Party" and together, the "Parties").
Contract364-Day Credit Agreement • March 29th, 2021 • Arcosa, Inc. • Fabricated structural metal products • New York
265110167v.17 J.P.Morgan 364-DAY CREDIT AGREEMENT dated as of March 26, 2021amongARCOSA, INC.as Borrower,JPMORGAN CHASE BANK, N.A.,as Administrative Agent with BANK OF AMERICA, N.A.,as Syndication Agent ___________________________________ JPMORGAN CHASE BANK, N.A. and BofA SECURITIES, INC. as Joint Bookrunners and Joint Lead Arrangers
SUPPLEMENT TO SUBSIDIARY GUARANTYSubsidiary Guaranty • November 4th, 2021 • Arcosa, Inc. • 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
INTELLECTUAL PROPERTY MATTERS AGREEMENTIntellectual Property Matters Agreement • November 1st, 2018 • Arcosa, Inc. • Farm machinery & equipment • Delaware
This INTELLECTUAL PROPERTY MATTERS AGREEMENT dated as of October 31, 2018 (this “Agreement”), is by and between Trinity Industries, Inc., a Delaware corporation (“Trinity”), and Arcosa, Inc., a Delaware corporation (“Arcosa”). Each of Trinity and Arcosa is sometimes referred to as a “Party” and collectively are sometimes referred to as the “Parties.” All capitalized terms used and not defined in this Agreement shall have the meanings assigned to them in the Separation and Distribution Agreement (defined below).
ARCOSA, INC. NON-EMPLOYEE DIRECTOR RESTRICTED STOCK GRANT AGREEMENTRestricted Stock Grant Agreement • February 28th, 2019 • Arcosa, Inc. • Farm machinery & equipment • Texas
THIS NON-EMPLOYEE DIRECTOR RESTRICTED STOCK GRANT AGREEMENT (the “Agreement”), by and between ARCOSA, INC. (hereinafter called, the “Company”) and ________ (hereinafter called, the “Director”), is made as of ______ (the “Date of Grant”);
SUPPLEMENT TO SUBSIDIARY GUARANTYSupplement to Subsidiary Guaranty • November 4th, 2021 • Arcosa, Inc. • 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
TRANSITION SERVICES AGREEMENTTransition Services Agreement • November 1st, 2018 • Arcosa, Inc. • Farm machinery & equipment • Delaware
This TRANSITION SERVICES AGREEMENT, dated as of October 31, 2018 (this “Agreement”), is by and between Trinity Industries, Inc., a Delaware corporation (“Trinity”), and Arcosa, Inc., a Delaware corporation (“Arcosa”). Each of Trinity and Arcosa is sometimes referred to as a “Party” and collectively are sometimes referred to as the “Parties.” All capitalized terms used and not defined in this Agreement shall have the meanings assigned to them in the Separation and Distribution Agreement (defined below).
ARCOSA, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • February 28th, 2019 • Arcosa, Inc. • Farm machinery & equipment • Texas
THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), by and between ARCOSA, INC. (hereinafter called the “Company”) and _________ (hereinafter called, the “Grantee”), is made as of __________ (the “Date of Grant”);
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.
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • February 28th, 2019 • Arcosa, Inc. • Farm machinery & equipment • New York
THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) is made as of December 18, 2018, by and among ARCOSA, INC., a Delaware corporation (the “Borrower”), the lenders listed on the signature pages hereof (the “Lenders”), and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative Agent”), under that certain Credit Agreement, dated as of November 1, 2018, by and among the Borrower, the lenders from time to time party thereto and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used but not otherwise defined herein shall have the meaning given to them in the Credit Agreement.
SUPPLEMENT TO SUBSIDIARY GUARANTYSupplement to Subsidiary Guaranty • July 31st, 2020 • Arcosa, Inc. • 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 Cherry Crushed Concrete, Inc., a Texas corporation (the “New Guarantor”), agrees to become, and does hereby become, a Guarantor under the Guaranty and agrees to be bound by such Guaranty as if o
FIFTH SUPPLEMENTAL INDENTURESupplemental Indenture • November 2nd, 2023 • Arcosa, Inc. • Fabricated structural metal products • New York
This Fifth Supplemental Indenture (this “Supplemental Indenture”), dated as of August 24, 2023, among (a) Arcosa Crushed Concrete, LLC, a Delaware limited liability company (the “New Guarantor”), (b) Arcosa Aggregates Gulf Coast, LLC (f/k/a Southern Aggregates, LLC), a Delaware limited liability company (the “Released Entity”), (c) Arcosa, Inc., a Delaware corporation (the “Issuer”) and (d) Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”).
SIXTH SUPPLEMENTAL INDENTURESupplemental Indenture • August 2nd, 2024 • Arcosa, Inc. • Fabricated structural metal products • New York
This Sixth Supplemental Indenture (this “Supplemental Indenture”), dated as of April 5, 2024, among (a) ACC Texas, LLC, a Delaware limited liability company (“ACC Texas”), (b) ACC DFW, LLC (f/k/a Strata Materials, LLC), a Delaware limited liability company (“ACC DFW”), (c) ACC Houston, LLC, a Delaware limited liability company (“ACC Houston”, and together with ACC Texas and ACC DFW, the “New Guarantors”, and each, a “New Guarantor”), (d) Arcosa, Inc., a Delaware corporation (the “Issuer”) and (e) Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”).
ARCOSA, INC. PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT AGREEMENT PERFORMANCE PERIOD 20XX - 20XYPerformance-Based Restricted Stock Unit Grant Agreement • April 28th, 2023 • Arcosa, Inc. • Fabricated structural metal products
THIS PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT AGREEMENT (the “Agreement”), is made by and between ARCOSA, INC. (hereinafter called, the “Company”) and, the “Grantee”, is made as of the “Date of Grant”; the performance period for this award is the three-year period from January 1, 20XX through December 31, 20XY (the “Performance Period”).
SECURITIES PURCHASE AGREEMENT by and among ARCOSA MS2, LLC, as BUYER,Securities Purchase Agreement • February 27th, 2020 • Arcosa, Inc. • Fabricated structural metal products • Texas
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of December 12, 2019, by and among Arcosa MS2, LLC, a Delaware limited liability company (the “Buyer”), Cherry Industries, Inc., a Texas corporation (“Industries”), 4601 Holmes Road Corporation, a Texas corporation (“Holmes Road”), Cherry Crawford Holdings, Ltd., a Texas limited partnership (“Cherry Crawford”), Selinsky Road Holdings, Ltd., a Texas limited partnership (“Selinsky”, and, together with Industries, Holmes Road and Cherry Crawford, each a “Company” and collectively, the “Companies”), Leonard Cherry Life Insurance Trust u/t/a January 28, 2016 (“Leonard Cherry Trust”), 2019 Cherry Irrevocable Trust u/t/a July 8, 2019 (“2019 Cherry Irrevocable Trust”), Gaylinn Kay Svec 2016 Trust u/t/a October 31, 2016 (“Svec Trust”), Elaine Sue Stark 2016 Trust u/t/a October 31, 2016 (“Stark Trust”), Hayley Cherry Wagoner 2016 Trust u/t/a October 31, 2016 (“Wagoner Trust”), Leonard L. Cherry (in his individual c
MEMBERSHIP INTEREST AND ASSET PURCHASE AGREEMENT by and among ARCOSA MS9, LLC as the Buyer, ARCOSA, INC. as the Buyer Parent and STAVOLA HOLDING CORPORATION and STAVOLA HOLDINGS PENNSYLVANIA, LLC collectively as the Equity Sellers, STAVOLA TRUCKING...Membership Interest and Asset Purchase Agreement • October 31st, 2024 • Arcosa, Inc. • Fabricated structural metal products • Delaware
THIS MEMBERSHIP INTEREST AND ASSET PURCHASE AGREEMENT (this “Agreement”) is dated as of August 1, 2024, by and among (i) ARCOSA MS9, LLC, a Delaware limited liability company (the “Buyer”), (ii) STAVOLA HOLDING CORPORATION, a New Jersey corporation (“Stavola NJ”), (iii) STAVOLA HOLDINGS PENNSYLVANIA, LLC, a Delaware limited liability company (“Stavola PA” and, together with Stavola NJ, the “Equity Sellers”), (iv) STAVOLA TRUCKING COMPANY, INC., a New Jersey corporation (“STC”), (v) STAVOLA MANAGEMENT COMPANY, INC., a New Jersey corporation (“SMC”), (vi) STAVOLA REALTY COMPANY, a New Jersey general partnership (“SRC” and, together with STC and SMC, the “Asset Sellers” and, together with the Equity Sellers, the “Sellers”), (vii) Stavola NJ, solely in its capacity as representative for the Sellers and the Owners (the “Sellers’ Representative”), (viii) solely for purposes of Section 1.5, Article 4, Section 6.3(b), Section 6.6, Section 6.11, Section 6.15, Section 6.16, Article 7, Section 9.
TRANSITION SERVICES AGREEMENT by and between TRINITY INDUSTRIES, INC. and ARCOSA, INC.Transition Services Agreement • August 1st, 2018 • Arcosa, Inc. • Farm machinery & equipment • Delaware
This TRANSITION SERVICES AGREEMENT, dated as of [•] (this “Agreement”), is by and between Trinity Industries, Inc., a Delaware corporation (“Trinity”), and Arcosa, Inc., a Delaware corporation (“Arcosa”). Each of Trinity and Arcosa is sometimes referred to as a “Party” and collectively are sometimes referred to as the “Parties.” All capitalized terms used and not defined in this Agreement shall have the meanings assigned to them in the Separation and Distribution Agreement (defined below).
Unit Purchase Agreementby and amongStonePoint Ultimate Holding, LLC (a Delaware limited liability company),Arcosa Materials, Inc. (a Delaware Corporation),The Persons Identified as Sellers on the Signature Pages Hereto,andThe Representative Named...Unit Purchase Agreement • April 30th, 2021 • Arcosa, Inc. • Fabricated structural metal products • Delaware
THIS UNIT PURCHASE AGREEMENT (this "Agreement"), dated as of March 22, 2021, is made by and among (i) StonePoint Ultimate Holding, LLC, a Delaware limited liability company (the "Company"), (ii) Arcosa Materials, Inc., a Delaware corporation (the "Purchaser"), (iii) the Persons identified as Sellers on the signature pages hereto (each a "Seller" and, collectively, the "Sellers"), and (iv) Sun StonePoint Aggregator, LP, a Delaware limited partnership as representative for the Sellers, the Optionholders, and the Phantom Award Recipients (the "Representative"). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article I.
SUPPLEMENT TO SUBSIDIARY GUARANTYSupplement to Subsidiary Guaranty • February 25th, 2021 • Arcosa, Inc. • 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 Materials Holdings, Inc., a Delaware corporation (the “New Guarantor”), agrees to become, and does hereby become, a Guarantor under the Guaranty and agrees to be bound by such Guaranty as
MEMBERSHIP INTEREST PURCHASE AGREEMENT REGARDING THE SALE AND PURCHASE OF ALL OF THE MEMBERSHIP INTERESTS OF AMERON POLE PRODUCTS LLC AMONG NATIONAL OILWELL VARCO, L.P., AS SELLER, CEMC SERVICES, LLC, AS BUYER, AND SOLELY FOR THE PURPOSES OF SECTION...Membership Interest Purchase Agreement • May 3rd, 2024 • Arcosa, Inc. • Fabricated structural metal products • Delaware
This Membership Interest Purchase Agreement (this “Agreement”), dated March 8, 2024, is among National Oilwell Varco, L.P., a Delaware limited partnership (“Seller”), CEMC Services, LLC, a Delaware limited liability company (“Buyer”), and solely for the purposes of Section 6.3(c) (Confidentiality) and Section 6.12 (Buyer Guarantor), Arcosa, Inc., a Delaware corporation (“Buyer Guarantor”). Each of Buyer and Seller is a “Party” and are together, the “Parties.”
SUPPLEMENT TO SUBSIDIARY GUARANTYSubsidiary Guaranty Supplement • July 31st, 2020 • Arcosa, Inc. • 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 Cherry Industries, Inc., a Texas corporation (the “New Guarantor”), agrees to become, and does hereby become, a Guarantor under the Guaranty and agrees to be bound by such Guaranty as if origina
AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 30th, 2021 • Arcosa, Inc. • Fabricated structural metal products • New York
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made as of March 26, 2021, by and among ARCOSA, INC., a Delaware corporation (the “Borrower”), the lenders listed on the signature pages hereof (the “Lenders”), and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative Agent”), under that certain Amended and Restated Credit Agreement, dated as of January 2, 2020, by and among the Borrower, the lenders from time to time party thereto and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used but not otherwise defined herein shall have the meaning given to them in the Credit Agreement.
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • April 28th, 2023 • Arcosa, Inc. • Fabricated structural metal products • New York
This Third Supplemental Indenture (this “Supplemental Indenture”), dated as of October 3, 2022, between (a) Arcosa, Inc., a Delaware corporation (the “Issuer”), and (b) Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”).
SUPPLEMENT TO SUBSIDIARY GUARANTYSupplement to Subsidiary Guaranty • July 31st, 2020 • Arcosa, Inc. • 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 Cherry, 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 Guaranty a
FOURTH SUPPLEMENTAL INDENTURESupplemental Indenture • April 28th, 2023 • Arcosa, Inc. • Fabricated structural metal products • New York
This Fourth Supplemental Indenture (this “Supplemental Indenture”), dated as of January 4, 2023, among (a) Southern Aggregates, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), a Subsidiary of Arcosa, Inc., a Delaware corporation (the “Issuer”), (b) the Issuer, and (c) Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”).
PURCHASE AGREEMENT AND PLAN OF MERGER BY AND AMONG ARCOSA MATERIALS, INC., ARCOSA MS1, LLC, HARRISON GYPSUM HOLDINGS, LLC ANDPurchase Agreement • February 28th, 2019 • Arcosa, Inc. • Farm machinery & equipment • Delaware
INTELLECTUAL PROPERTY MATTERS AGREEMENT by and between TRINITY INDUSTRIES, INC. and ARCOSA, INC.Intellectual Property Matters Agreement • August 1st, 2018 • Arcosa, Inc. • Farm machinery & equipment • Delaware
This INTELLECTUAL PROPERTY MATTERS AGREEMENT dated as of [•] (this “Agreement”), is by and between Trinity Industries, Inc., a Delaware corporation (“Trinity”), and Arcosa, Inc., a Delaware corporation (“Arcosa”). Each of Trinity and Arcosa is sometimes referred to as a “Party” and collectively are sometimes referred to as the “Parties.” All capitalized terms used and not defined in this Agreement shall have the meanings assigned to them in the Separation and Distribution Agreement (defined below).
SUPPLEMENT TO SUBSIDIARY GUARANTYSupplement to Subsidiary Guaranty • November 4th, 2021 • Arcosa, Inc. • 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
SEVENTH SUPPLEMENTAL INDENTURESupplemental Indenture • October 31st, 2024 • Arcosa, Inc. • Fabricated structural metal products • New York
This Seventh Supplemental Indenture (this “Supplemental Indenture”), dated as of October 1, 2024, among (a) East SM, LLC, a Delaware limited liability company (the “New Guarantor”), (b) Arcosa, Inc., a Delaware corporation (the “Issuer”) and (c) Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”).
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • October 31st, 2024 • Arcosa, Inc. • Fabricated structural metal products • New York
This First Supplemental Indenture (this “Supplemental Indenture”), dated as of October 1, 2024, among East SM, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), Arcosa, Inc., a Delaware corporation (the “Issuer”) and Computershare Trust Company, N.A., as trustee (the “Trustee”).
