Third Amendment to Exhibit 4.7



 Exhibit 4.10 
  
 THIRD AMENDMENT TO NOTE AGREEMENT 
  
 THIS THIRD AMENDMENT TO NOTE AGREEMENT (this “Amendment”), dated as of October 15, 2003, among U.S. CONCRETE,
INC., a Delaware corporation (the “Company”), and the financial institutions listed on the signature pages hereto as Purchasers (the “Purchasers”), amends certain provisions of the Agreement referred to below. All capitalized
terms used herein and not otherwise defined shall have the meanings provided such terms in the Agreement referred to below. 
  
 W I T N E S S E T H: 
  
 WHEREAS, the Company and the Purchasers are parties to a Note Agreement, dated as of November 10, 2000, as amended by First
Amendment to Note Agreement dated as of November 30, 2001, and as further amended by the Second Amendment to Note Agreement dated as of April 9, 2003 (as amended, modified and/or supplemented prior to the date hereof, the “Agreement”); and

  
 WHEREAS, the Company has requested that the Purchasers amend
the provisions of the Agreement described herein and the Required Holders are willing to approve the amendment of such provisions in accordance with the terms of this Amendment; 
  
 NOW, THEREFORE, it is agreed: 
  
 1. Effective on the Effective Date (as defined below), the Agreement is amended as follows: 
  
 (a) Paragraph 5A of the Agreement is amended to add new clause (x) thereto, such clause (x) to read as
follows: 
  
 “(x) within thirty (30) days
after the end of each calendar month the Company’s consolidated statement of income, a statement as to the balance of Funded Debt and Subordinated Debt as of the end of such calendar month and calculations of the Senior Debt Leverage Ratio
described in paragraph 6A(2) and the Total Debt Leverage Ratio described in paragraph 6A(1), all certified by one of the Company’s financial officers as, to the best of his knowledge, presenting fairly in all material respects the information
and approximations contained therein, subject to normal quarterly and year-end adjustments. 
  
 provided that if when the Company’s current Principal Bank Lending Agreement is refinanced the Company’s new Principal Bank Lending Agreement does not require any monthly financial reporting of the
information described in clause (x), above, then the amendment to paragraph 5A of the Agreement made under this clause (a) shall cease to be effective.” 
  

 
  

 1 








 (b) The defined term of “Maximum Senior Debt Leverage Ratio” in paragraph 11 of
the Agreement is hereby amended in its entirety to read as follows: 
  
 ““Maximum Senior Debt Leverage Ratio” shall mean 2.00 to 1.00. 
  
 provided, that if when the Company’s current Principal Bank Lending Agreement is refinanced the Company’s new Principal Bank Lending Agreement
(x) either (1) does not require the Company maintain a maximum ratio of the outstanding amount of all Senior Funded Debt to EBITDA or (2) requires the Company to maintain such ratio for four consecutive quarterly periods of greater than or equal to
2.25 to 1.00, then the amendment to the definition of “Maximum Senor Debt Leverage Ratio” made under this clause (b) shall cease to be effective or (y) requires such a ratio in a maximum amount greater than 2.00 to 1.00 but less than 2.25
to 1.00, then the “Maximum Senior Debt Leverage Ratio” shall be the same as such maximum ratio required under such new Principal Bank Lending Agreement.” 
  
 (c) the defined term of “Maximum Total Debt Leverage Ratio” in paragraph 11 of the Agreement is
hereby amended in its entirety to read as follows: 
  
 ““Maximum Total Debt Leverage Ratio” shall mean (w) 3.90 to 1.0 during the period from June 30, 2003 to September 29, 2003, (x) 3.75 to 1.0 during the period from September 30, 2003 to December 30, 2003, (y) 3.50 to
1.0 during the period from December 31, 2003 to June 29, 2004 and (z) 3.25 to 1.0 during the period from June 30, 2004 and thereafter.” 
  
 2. This Amendment is limited solely to the purposes and to the extent provided herein and shall have no applicability to any other obligation of the
Company under the Agreement. This Amendment shall not be construed to be an amendment, except as specifically provided in this Amendment of any term, condition or provision of the Agreement. Except as specifically provided herein, the Agreement will
continue in full force and effect. 
  
 3. To induce the Purchasers
to enter into this Amendment, the Company hereby represents and warrants that (a) no Default or Event of Default exists as of the Effective Date (as defined below) after giving effect to this Amendment, (b) that the Principal Bank Lending Agreement
has been amended to contain provisions substantially the same as those contained in Section 1 above, (c) this Amendment has been duly executed and delivered on behalf of the Company and each Guarantor, (d) this Amendment constitutes a valid and
legally binding agreement enforceable against the Company and each Guarantor, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other laws affecting
creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, (e) the representations and warranties contained in the Agreement are true and correct in all

  

 2 








 material respects on and as of the date of hereof, except to the extent any such representation or warranty relates to a
prior date, and (f) the execution, delivery and performance of this Amendment has been duly authorized by the Company and each Guarantor. 
  
 4. To induce the Purchasers to enter into this Amendment, each of the parties listed on the signature page as Guarantors hereby ratifies and confirms that
the Guaranty Agreement of such Guarantor remains in full force and effect after giving effect to this Amendment. 
  
 5. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts
when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. 
  
 6. THIS AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK
(EXCLUDING ANY CONFLICTS OF LAW RULES WHICH WOULD OTHERWISE CAUSE THIS AMENDMENT TO BE CONSTRUED OR ENFORCED IN ACCORDANCE WITH OR THE RIGHTS OF THE PARTIES TO BE GOVERNED BY THE LAWS OF ANY OTHER JURISDICTION). 
  
 7. This Amendment shall become effective on the date (the “Effective
Date”) when (i) the Company, each Guarantor and the Required Holders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile transmission) the same to the
Company, (ii) the Company shall have paid as of the Effective Date to each holder of a Subordinated Note then outstanding an amendment fee equal to 0.10% of the principal amount of the Subordinated Notes of such holder and (iii) the amendment to the
Principal Bank Lending Agreement referred to in Section 3 above shall be in form and substance satisfactory to the Required Holder(s). 
  
 8. The Company confirms its agreement in paragraph 12B of the Agreement to pay the fees and expenses of the Purchasers special counsel, Schiff Hardin
& Waite, in connection with this Amendment. 
  
 9. From and
after the Effective Date, all references in the Agreement shall be deemed to be references to the Agreement as amended hereby. 
  
 [Rest of Page Intentionally Left Blank] 
  
  

 3 








 IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and
deliver this Amendment as of the date first above written. 
  

	“Company”
	
	U.S. CONCRETE, INC.
	
	By: /s/ Michael W. Harlan
	

	Name: Michael W. Harlan
	 Title: Executive Vice President and Chief Operating Officer

	
	“Purchasers”
	
	THE PRUDENTIAL INSURANCE COMPANY
	OF AMERICA
	
	By: /s/ Brian N. Thomas
	

	Name: Brian N. Thomas
	Title: Vice President
	
	METROPOLITAN LIFE INSURANCE COMPANY
	
	By: /s/ Timothy Powell
	

	Name: Timothy Powell
	Title: Director
	
	TEACHERS INSURANCE & ANNUITY ASSOCIATION OF AMERICA
	
	By: /s/ Marina Mavrakis
	

	Name: Marina Mavrakis
	Title: Managing Director


  

 4 









	CONNECTICUT GENERAL LIFE INSURANCE
COMPANY
	
	 By: CIGNA, Investments, Inc. (authorized
 agent)

	
	 By: /s/ Debra J. Height

	

	 Name: Debra J. Height

	 Title: Managing Director

	
	ALLSTATE LIFE INSURANCE COMPANY
	
	By: /s/ Douglas H. Allen
	

	Name: Douglas H. Allen
	Title: Authorized Signatory
	
	By: /s/ Jerry D. Zinkula
	

	Name: Jerry D. Zinkula
	Title: Authorized Signatory
	
	 ALLSTATE LIFE INSURANCE COMPANY OF
 NEW
YORK

	
	By: /s/ Douglas H. Allen
	

	Name: Douglas H. Allen
	Title: Authorized Signatory
	
	By: /s/ Jerry D. Zinkula
	

	Name: Jerry D. Zinkula
	Title: Authorized Signatory
	
	SOUTHERN FARM BUREAU LIFE
	INSURANCE COMPANY
	
	By:
	

	Name:
	Title:


  

 5 








 Acknowledged and Agreed to: 
  
 “Guarantors” 
  

	AFTM Corporation, a Michigan corporation
	
	By: /s/ Terry Green
	

	Name: Terry Green
	Title: Vice President
	
	American Concrete Products, Inc., a California corporation
	Atlas-Tuck Concrete, Inc., an Oklahoma corporation
	B.W.B., Inc. of Michigan, a Delaware corporation (successor to Superior Materials Company, Inc., a Delaware corporation)
	Beall Industries, Inc., a Texas corporation
	Beall Management, Inc., a Texas corporation
	Builders’ Redi-Mix, LLC, a Delaware limited liability company
	Central Concrete Corp., a Delaware corporation
	Central Concrete Supply Co., Inc., a California corporation
	Central Precast Concrete, Inc., a California corporation
	Ready Mix Concrete Company of Knoxville, a Delaware corporation
	San Diego Precast Concrete, Inc., a Delaware corporation
	Sierra Precast, Inc., a California corporation
	Smith Pre-Cast, Inc., a Delaware corporation
	Superior Concrete Materials, Inc. (f/k/a Opportunity Concrete Corporation), a District of Columbia corporation
	USC GP, Inc., a Delaware corporation
	
	By: /s/ Donald Wayne
	

	Name: Donald Wayne
	Title: Vice President


  
  

 6 









	Beall Concrete Enterprises, Ltd., a Texas limited
partnership
	
	By: Beall Management, Inc., a Texas corporation, its general partner
	
	 By: /s/ Donald Wayne

	

	 Name: Donald Wayne

	 Title: Vice President

	
	Eastern Concrete Materials, Inc., a New Jersey corporation
	Superior Materials, Inc. (f/k/a Superior Redi-Mix, Inc.), a Michigan corporation
	Titan Concrete Industries, Inc. (f/k/a Carrier Excavation and Foundation Company), a Delaware corporation (successor to USC Midsouth, Inc., a Delaware
corporation)
	
	By: /s/ Cesar Monroy
	

	Name: Cesar Monroy
	Title: Vice President
	
	USC Atlantic, Inc., a Delaware corporation
	USC Michigan, Inc., a Delaware corporation
	
	By: /s/ Michael W. Harlan
	

	Name: Michael W. Harlan
	Title: Vice President


  
  
  

 7 









	USC Management Co., LP, a Texas limited
partnership
	
	By: USC GP, Inc., a Delaware corporation, its general partner
	
	 By: /s/ Donald Wayne

	

	 Name: Donald Wayne

	 Title: Vice President

	
	Wyoming Concrete Industries, Inc., a Delaware corporation
	
	By: /s/ Eugene P. Martineau
	

	Name: Eugene P. Martineau
	Title: Vice President


  

 8