Unassociated Document


    
      
        

      

      Exhibit
        10.3

      


      JOINDER
        AGREEMENT

      


      This
        Joinder Agreement (this “Joinder Agreement”) is executed and delivered as of the
        31st day of
        October, 2007 by each of the undersigned

      


      WHEREAS,
        Sterling Construction Company, Inc., Texas Sterling Construction Co. and
        Oakhurst Management Corporation and Comerica Bank as Administrative Agent
        (“Agent”) and the other financial institutions party thereto from time to time
        (the “Lenders”) have executed and delivered that certain Sterling Construction
        Company, Inc. Credit Agreement dated as of October 31, 2007 (as the same
        may be
        amended, restated or otherwise modified from time to time, the “Credit
        Agreement”; capitalized terms not otherwise defined herein shall have the
        meanings set forth in the Credit Agreement), pursuant to which the Lenders
        have
        made and has agreed to make certain Advances pursuant to the terms and
        conditions set forth therein; and

       

      WHEREAS,
        each of the undersigned have requested that they also be able to request
        Advances and receive extensions of credit under the Credit Agreement, and
        the
        Lenders have agreed to such request;

       

      NOW,
        THEREFORE, in
        consideration of the provisions contained herein and in the Credit Agreement,
        each of the undersigned hereby agrees as follows:

       

      1.           By
        execution and delivery of this Joinder Agreement, each of the undersigned
        shall,
        and does hereby, become a Borrower under the Credit Agreement and a Debtor
        under
        the Security Agreement, in each case as if an original signatory thereto,
        and
        agrees to execute and deliver any such additional agreements, documents and
        instruments in connection therewith as Agent shall reasonably
        request.

       

      2.           Each
        of the undersigned (a) acknowledges and agrees that the undersigned has
        completely read and understands the Credit Agreement, the Security Agreement
        and
        any other Loan Documents; (b) consents to and agrees to be bound by all of
        the
        provisions of the Credit Agreement, the Security Agreement and any other
        Loan
        Documents executed in connection therewith relating to undersigned; (c)
        represents and warrants that (i) all of the representations and warranties
        set
        forth in the Credit Agreement, the Security Agreement and any other Loan
        Documents are, as to the undersigned, true and correct in all material respects
        as of the date hereof and (ii) the Acquisition has been consummated on the
        terms
        set forth in the Credit Agreement, and (d) acknowledges and agrees that this
        Agreement, the Credit Agreement, the Security Agreement and the other Loan
        Documents to which such undersigned is a party have been freely executed
        without
        duress and after an opportunity was provided to the undersigned for review
        by
        competent legal counsel of the undersigned's choice.

       

      3.           Each
        of the undersigned acknowledges and agrees that it shall be jointly and
        severally liable with the other Borrowers for all of the loans and advances
        made
        by Agent and any of the Lenders and all of the indebtedness, obligations
        and
        liabilities to Agent and the Lenders under and pursuant to the terms of the
        Credit Agreement, the Security Agreement or any of the other Loan Documents,
        together with all of the Borrowers’ other indebtedness, obligations and
        liabilities whatsoever to Agent or any other Lender arising under or in
        connection with the Credit Agreement, the Security Agreement or any other
        Loan
        Documents, whether matured or unmatured, liquidated or unliquidated, direct
        or
        indirect, absolute or contingent, joint or several, due or to become due,
        now
        existing or hereafter arising.

       

      4.          This
        Joinder Agreement may be executed in counterparts which, taken together,
        shall
        constitute an original.  This Joinder Agreement may be delivered by
        facsimile or electronic (e.g., .pdf or .tif file) transmission with the same
        effect as if an originally executed version of this Fee Letter had been
        personally delivered to each of the parties hereto, whether or not an original
        remains in existence.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      
        	 	ROAD
                AND HIGHWAY BUILDERS, INC.	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	Its:	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	ROAD
                AND HIGHWAY BUILDERS, LLC	 
	 	 	 	 	 
	 	By:  Sterling
                Construction Company, Inc., its sole manager	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	
                 

              
	 	 	 	  
	 	 	 	  
	 	 	Its:	
                 

              


      

       

       

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