JOINDER AGREEMENT
Exhibit
10.3
This
Joinder Agreement (this “Joinder Agreement”) is executed and delivered as of the
31st day of
October, 2007 by each of the undersigned
WHEREAS,
Sterling Construction Company, Inc., Texas Sterling Construction Co. and
Oakhurst Management Corporation and Comerica Bank as Administrative Agent
(“Agent”) and the other financial institutions party thereto from time to time
(the “Lenders”) have executed and delivered that certain Sterling Construction
Company, Inc. Credit Agreement dated as of October 31, 2007 (as the same
may be
amended, restated or otherwise modified from time to time, the “Credit
Agreement”; capitalized terms not otherwise defined herein shall have the
meanings set forth in the Credit Agreement), pursuant to which the Lenders
have
made and has agreed to make certain Advances pursuant to the terms and
conditions set forth therein; and
WHEREAS,
each of the undersigned have requested that they also be able to request
Advances and receive extensions of credit under the Credit Agreement, and
the
Lenders have agreed to such request;
NOW,
THEREFORE, in
consideration of the provisions contained herein and in the Credit Agreement,
each of the undersigned hereby agrees as follows:
1. By
execution and delivery of this Joinder Agreement, each of the undersigned
shall,
and does hereby, become a Borrower under the Credit Agreement and a Debtor
under
the Security Agreement, in each case as if an original signatory thereto,
and
agrees to execute and deliver any such additional agreements, documents and
instruments in connection therewith as Agent shall reasonably
request.
2. Each
of the undersigned (a) acknowledges and agrees that the undersigned has
completely read and understands the Credit Agreement, the Security Agreement
and
any other Loan Documents; (b) consents to and agrees to be bound by all of
the
provisions of the Credit Agreement, the Security Agreement and any other
Loan
Documents executed in connection therewith relating to undersigned; (c)
represents and warrants that (i) all of the representations and warranties
set
forth in the Credit Agreement, the Security Agreement and any other Loan
Documents are, as to the undersigned, true and correct in all material respects
as of the date hereof and (ii) the Acquisition has been consummated on the
terms
set forth in the Credit Agreement, and (d) acknowledges and agrees that this
Agreement, the Credit Agreement, the Security Agreement and the other Loan
Documents to which such undersigned is a party have been freely executed
without
duress and after an opportunity was provided to the undersigned for review
by
competent legal counsel of the undersigned's choice.
3. Each
of the undersigned acknowledges and agrees that it shall be jointly and
severally liable with the other Borrowers for all of the loans and advances
made
by Agent and any of the Lenders and all of the indebtedness, obligations
and
liabilities to Agent and the Lenders under and pursuant to the terms of the
Credit Agreement, the Security Agreement or any of the other Loan Documents,
together with all of the Borrowers’ other indebtedness, obligations and
liabilities whatsoever to Agent or any other Lender arising under or in
connection with the Credit Agreement, the Security Agreement or any other
Loan
Documents, whether matured or unmatured, liquidated or unliquidated, direct
or
indirect, absolute or contingent, joint or several, due or to become due,
now
existing or hereafter arising.
4. This
Joinder Agreement may be executed in counterparts which, taken together,
shall
constitute an original. This Joinder Agreement may be delivered by
facsimile or electronic (e.g., .pdf or .tif file) transmission with the same
effect as if an originally executed version of this Fee Letter had been
personally delivered to each of the parties hereto, whether or not an original
remains in existence.
| ROAD AND HIGHWAY BUILDERS, INC. | ||||
| By: | ||||
| Its: | ||||
| ROAD AND HIGHWAY BUILDERS, LLC | ||||
| By: Sterling Construction Company, Inc., its sole manager | ||||
| By: |
|
|||
| Its: |
|
|||
2
