REGISTRATION RIGHTS 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, Cressey, Rauner Fund IV Limited Partnership ("GTCR"), and
Charles R. Pullin ("Pullin").
WHEREAS, the Company, GTCR and certain other stockholders of the
Company are parties to a Registration Agreement, dated as of January 24,
1994, as amended (the "Registration Agreement").
WHEREAS, the Company and Pullin have entered into a Stock Purchase
Agreement, dated as of the date hereof, pursuant to which the Executive has
purchased shares of the Company's Common Stock, par value $.01 per share
("Common Stock").
WHEREAS, the Company and GTCR desire to provide Pullin rights, and
Pullin agrees to be obligated, under the terms of the Registration 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, Pullin shall be a party to the
Registration Agreement, shall be a holder of Executive Registrable Securities
(as defined in the Registration Agreement) and shall be entitled to the
rights and benefits and subject to the duties and obligations of a holder of
Registrable Securities thereunder, as fully as if Pullin 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/ Michael Stone
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Its: Chief Financial Officer
GOLDER, THOMA, CRESSEY, RAUNER FUND IV
LIMITED PARTNERSHIP
By: Golder, Thoma, Cressey, Rauner, Inc.
Its: General Partner
By: /s/ Bruce Rauner
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Its:
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/s/ Charles R. Pullin
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Charles R. Pullin
IN WITNESS WHEREOF, this Agreement has been entered into as of the
date first written above.
U.S. AGGREGATES, INC.
By:
---------------------------
Its:
---------------------------
GOLDER, THOMA, CRESSEY, RAUNER FUND IV
LIMITED PARTNERSHIP
By: Golder, Thoma, Cressey, Rauner, Inc.
Its: General Partner
By:
---------------------------
Its:
---------------------------
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Charles R. Pullin
IN WITNESS WHEREOF, this Agreement has been entered into as of the
date first written above.
U.S. AGGREGATES, INC.
By:
---------------------------
Its:
---------------------------
GOLDER, THOMA, CRESSEY, RAUNER FUND IV
LIMITED PARTNERSHIP
By: Golder, Thoma, Cressey, Rauner, Inc.
Its: General Partner
By:
---------------------------
Its:
---------------------------
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Charles R. Pullin