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EX-4.1 2 sum-20180630ex417369822.htm EX-4.1 sum_Ex4_1


Exhibit 4.1

THIRTEENTH Supplemental Indenture

Thirteenth Supplemental Indenture (this “Supplemental Indenture”), dated as of
May 3, 2018, among Laredo Paving, Inc., a Texas corporation, Metro Ready Mix,
L.L.C., a Utah limited liability company, Price Construction, Ltd., a Texas
limited partnership, and Mid-Missouri Limestone, LLC, a Missouri limited
liability company (each, a “Guaranteeing Subsidiary”), each an indirect
subsidiary of Summit Materials, LLC, a Delaware limited liability company (the
“Issuer”), and Wilmington Trust, National Association, a national banking
association, as trustee (the “Trustee”), Transfer Agent, Registrar and Paying
Agent.

W I T N E S S E T H

WHEREAS, the Issuer, Summit Materials Finance Corp., a Delaware corporation
(together with the Issuer, the “Issuers”), and the Guarantors have heretofore
executed and delivered to the Trustee an Indenture (the “Indenture”), dated as
of July 8, 2015, providing for the issuance of 6.125% Senior Notes due 2023 (the
“Notes”), as supplemented by that First Supplemental Indenture, dated as of July
17, 2015, as further supplemented by that Second Supplemental Indenture, dated
as of October 7, 2015, as further supplemented by that Third Supplemental
Indenture, dated as of November 19, 2015, as further supplemented by that Fourth
Supplemental Indenture, dated as of February 3, 2016, as further supplemented by
that Fifth Supplemental Indenture, dated as of April 5, 2016, as further
supplemented by that Sixth Supplemental Indenture, dated as of May 25, 2016, as
further supplemented by that Seventh Supplemental Indenture, dated as of
September 23, 2016, as further supplemented by that Eight Supplemental
Indenture, dated as of March 30, 2017, as further supplemented by that Ninth
Supplemental Indenture, dated as of June 21, 2017, as further supplemented by
that Tenth Supplemental Indenture, dated as of September 6, 2017, as further
supplemented by that Eleventh Supplemental Indenture, dated as of November 10,
2017, and as further supplemented by that Twelfth Supplemental Indenture, dated
as of January 26, 2018;

WHEREAS, the Indenture provides that under certain circumstances a Guaranteeing
Subsidiary shall execute and deliver to the Trustee a supplemental indenture
pursuant to which such Guaranteeing Subsidiary shall unconditionally guarantee
all of the Issuers’ Obligations under the Notes and the Indenture on the terms
and conditions set forth herein and under the Indenture (each, a “Guarantee”);
and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to
execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties mutually
covenant and agree for the equal and ratable benefit of the Holders as follows:

(1)Capitalized Terms.  Capitalized terms used herein without definition shall
have the meanings assigned to them in the Indenture.

(2)Agreement to Guarantee.  Each Guaranteeing Subsidiary acknowledges that it
has received and reviewed a copy of the Indenture and all other documents it
deems necessary to review in order to enter into this Supplemental Indenture,
and acknowledges and agrees to (i) join and become a party to the Indenture as
indicated by its signature below; (ii) be bound by the Indenture, as of the date
hereof, as if made by, and with respect to, each signatory hereto; and (iii)
perform all obligations and



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duties required of a Guarantor pursuant to the Indenture.  Each Guaranteeing
Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and
subject to the conditions set forth in the Indenture, including, but not limited
to, Article 10 thereof.

(3)Execution and Delivery.  Each Guaranteeing Subsidiary agrees that its
Guarantee shall remain in full force and effect notwithstanding the absence of
the endorsement of any notation of such Guarantee on the Notes.

(4)No Recourse Against Others.  No past, present or future director, officer,
employee, incorporator, member, partner or stockholder of the Issuers or any
Guaranteeing Subsidiary shall have any liability for any obligations of the
Issuers or the Guarantors (including any Guaranteeing Subsidiary) under the
Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any
claim based on, in respect of, or by reason of, such obligations or their
creation.  Each Holder by accepting Notes waives and releases all such
liability.  The waiver and release are part of the consideration for issuance of
the Notes.

(5)Governing Law.  THIS SUPPLEMENTAL INDENTURE, AND ANY CLAIM, CONTROVERSY OR
DISPUTE ARISING UNDER OR RELATED TO THIS SUPPLEMENTAL INDENTURE, WILL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.

(6)Counterparts.  The parties may sign any number of copies of this Supplemental
Indenture.  Each signed copy shall be an original, but all of them together
represent the same agreement.  This Supplemental Indenture may be executed in
multiple counterparts which, when taken together, shall constitute one
instrument.  The exchange of copies of this Supplemental Indenture and of
signature pages by facsimile or PDF transmissions shall constitute effective
execution and delivery of this Supplemental Indenture as to the parties hereto
and may be used in lieu of the original Supplemental Indenture for all
purposes.  Signatures of the parties hereto transmitted by facsimile or PDF
shall be deemed to be their original signatures for all purposes.

(7)Effect of Headings.  The Section headings herein are for convenience only and
shall not affect the construction hereof.

(8)The Trustee.  The Trustee shall not be responsible in any manner whatsoever
for or in respect of the validity or sufficiency of this Supplemental Indenture
or for or in respect of the recitals contained herein, all of which recitals are
made solely by each Guaranteeing Subsidiary.

(9)Benefits Acknowledged.  Each Guaranteeing Subsidiary’s Guarantee is subject
to the terms and conditions set forth in the Indenture.  Each Guaranteeing
Subsidiary acknowledges that it will receive direct and indirect benefits from
the financing arrangements contemplated by the Indenture and this Supplemental
Indenture and that the guarantee and waivers made by it pursuant to its
Guarantee are knowingly made in contemplation of such benefits.

(10)Successors.  All agreements of each Guaranteeing Subsidiary in this
Supplemental Indenture shall bind its Successors, except as otherwise provided
in this Supplemental Indenture.  All agreements of the Trustee in this
Supplemental Indenture shall bind its successors.

[Signatures on following page]

 

 





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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture
to be duly executed, all as of the date first above written.

LAREDO PAVING, INC.

By: /s/ Christopher B. Gaskill
Name:Christopher B. Gaskill
Title:Assistant Secretary

METRO READY MIX L.L.C.

By: /s/ Christopher B. Gaskill
Name:Christopher B. Gaskill
Title:Assistant Secretary

PRICE CONSTRUCTION, LTD.

By: LAREDO PAVING, INC., its general partner

By: /s/ Christopher B. Gaskill
Name:Christopher B. Gaskill
Title:Assistant Secretary

Mid-Missouri Limestone, LLC

By: /s/ Christopher B. Gaskill
Name:Christopher B. Gaskill
Title:Assistant Secretary

 

 





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WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee

By: /s/ Joseph O’Donnell

Name:Joseph O’Donnell
Title:Vice President

 

 



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