STOCKHOLDERS JOINDER AGREEMENT
THIS AGREEMENT (this "Agreement") is made as of October 31, 1994,
by and among U.S. Aggregates, Inc., a Delaware corporation (the "Company"),
Golder, Thoma, Xxxxxxx, Xxxxxx Fund IV Limited Partnership ("GTCR"), and
Xxxxxxx X. Xxxxxx ("Xxxxxx").
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 have entered into a Stock Purchase
Agreement, dated as of the date hereof, pursuant to which Xxxxxx has
purchased shares of the Company's Common Stock, par value $.01 per share
("Common Stock").
WHEREAS, the Company and GTCR desire to provide Xxxxxx rights, and
Xxxxxx agrees to be obligated, under the terms of 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, Xxxxxx 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 Xxxxxx had been an original
signatory thereto in such capacity.
2. CONTINUING EFFECT. This Agreement shall not constitute an
amendment or waiver of any other provision of the Registration 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.
* * * * *
IN WITNESS WHEREOF, this Agreement has been entered into as of the
date first written above.
U.S. AGGREGATES, INC
By: /s/ Xxxxxxx Xxxxx
--------------------------------
Its: Chief Financial Officer
GOLDER, THOMA, XXXXXXX, XXXXXX FUND IV LIMITED
PARTNERSHIP
By: Golder, Thoma, Cressey, Rauner, Inc.
Its: General Partner
By: /s/ Xxxxx Xxxxxx
--------------------------------
Its:
-------------------------------
/s/ Xxxxxxx X. Xxxxxx
-----------------------------------
Xxxxxxx X. Xxxxxx
IN WITNESS WHEREOF, this Agreement has been entered into as of the
date first written above.
U.S. AGGREGATES, INC
By:
--------------------------------
Its:
-------------------------------
GOLDER, THOMA, XXXXXXX, XXXXXX FUND IV LIMITED
PARTNERSHIP
By: Golder, Thoma, Cressey, Rauner, Inc.
Its: General Partner
By:
--------------------------------
Its:
-------------------------------
-----------------------------------
Xxxxxxx X. Xxxxxx
IN WITNESS WHEREOF, this Agreement has been entered into as of the
date first written above.
U.S. AGGREGATES, INC
By:
--------------------------------
Its:
-------------------------------
GOLDER, THOMA, XXXXXXX, XXXXXX FUND IV LIMITED
PARTNERSHIP
By: Golder, Thoma, Cressey, Rauner, Inc.
Its: General Partner
By:
--------------------------------
Its:
-------------------------------
-----------------------------------
Xxxxxxx X. Xxxxxx
