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.
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”).
