STOCKHOLDERS JOINDER AGREEMENT
THIS AGREEMENT (this "Agreement") is made as of December 31, 1997,
by and among U.S. Aggregates, Inc., a Delaware corporation (the "Company"),
Golder, Thoma, Xxxxxxx, Xxxxxx Fund IV Limited Partnership ("GTCR"), and Xxxxxx
X. Xxxxxx (the "Executive").
WHEREAS, the Company, GTCR and certain other stockholders of the
Company are parties to a Stockholders Agreement, dated as of January 24, 1994,
as amended (the "Stockholders Agreement").
WHEREAS, the Company and Xxxxxx Xxxxxx, the spouse of the Executive,
have entered into a Consultant Stock Agreement, dated as of January 24, 1994,
pursuant to which Xxxxxx Xxxxxx has acquired shares of the Company's Common
Stock, par value $.01 per share ("Common Stock"), such Common Stock being
subsequently transferred to Executive.
WHEREAS, the Company and GTCR desire to provide the Executive rights
under the Stockholders Agreement as set forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
1. Addition of the Executive. The parties hereto agree that, by and
upon execution of this Agreement, the Executive shall be a party to the
Stockholders Agreement, shall be an Executive (as defined in the Stockholders
Agreement), a Stockholder (as defined in the Stockholders Agreement) and a
holder of Executive Stock (as defined in the Stockholders Agreement) and
Stockholder Shares (as defined in the Stockholders Agreement) and shall be
entitled to the rights and benefits and subject to the duties and obligations of
an Executive, a Stockholder, and a holder of Executive Stock and Stockholder
Shares thereunder, as fully as if the Executive had been an original signatory
thereto in such capacity.
2. Continuing Effect. This Agreement shall not constitute an
amendment or waiver of any provision of the Stockholders Agreement, which shall
continue and remain in full force and effect in accordance with its terms.
3. Counterparts. This Agreement may be executed in separate
counterparts each of which shall be an original and all of which taken together
shall constitute one and the same agreement.
4. Governing Law. All questions concerning the construction,
validity and interpretation of this Agreement shall be governed by and construed
in accordance with the internal law, and not the law of conflicts, of Delaware.
5. Descriptive Headings. The descriptive headings of this Agreement
are inserted for convenience only and do not constitute a part of this
Agreement.
* * * * * * * *
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IN WITNESS WHEREOF, this Agreement has been entered into as of the
date first written above.
U.S. AGGREGATES, INC.
/s/ Xxxxxxx Xxxxx
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By: Xxxxxxx Xxxxx
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Its:
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GOLDER, THOMA, XXXXXXX, XXXXXX
FUND IV LIMITED PARTNERSHIP
By: Golder, Thoma, Cressey, Rauner, Inc.
Its: General Partner
/s/ Xxxxx Xxxxxxx
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By: Xxxxx Xxxxxxx
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Its: Principal
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/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
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