STOCKHOLDERS JOINDER AGREEMENT
THIS AGREEMENT (this "Agreement") is made as of August 1, 1994, by
and among U.S. Aggregates, Inc., a Delaware corporation (the "Company"),
Golder, Thoma, Xxxxxxx, Xxxxxx Fund IV Limited Partnership ("GTCR II), and
Xxxxxx X. Xxxxxxxxx ("Xxxxxxxxx").
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 Xxxxxxxxx have entered into a Stock
Purchase Agreement, dated as of the date hereof, pursuant to which Xxxxxxxxx
has purchased shares of the Company's Common Stock, par value $.01 per share
("Common Stock").
WHEREAS, the Company and GTCR desire to provide Xxxxxxxxx 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, Xxxxxxxxx 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 Xxxxxxxxx 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 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: Xxxxxx, Xxxxxx, Cressey,
Rauner, Inc.
Its: General Partner
By: /s/ Xxxxx Xxxxxx
---------------------------
Its: Principal
/s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx
