Fourth Amendment to Exhibit 4.1



 Exhibit 4.6 
  

FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT 
  
 This FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), effective as of October
15, 2003 (the “Effective Date”), is entered into by and among U.S. Concrete, Inc., a Delaware corporation, (the “Borrower”), the Guarantors signatory hereto under the caption “Guarantors” (together
with each other Person who becomes a Guarantor, collectively, the “Guarantors”), the Lenders signatory hereto under the caption “Lenders” (together with each other Person who becomes a Lender, collectively, the
“Lenders”), JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank, a New York banking corporation, as administrative agent for the other Lenders (in such capacity, together with any other Person who becomes the
administrative agent, the “Administrative Agent”), Credit Lyonnais New York Branch and Wachovia Bank, National Association (formerly known as First Union National Bank), as syndication agents, and Branch Banking
& Trust Company, as documentation agent. 
  
 PRELIMINARY
STATEMENT 
  
 WHEREAS, the Borrower, the Guarantors, the
Lenders, the Administrative Agent, the syndication agents and the documentation agent have entered into that certain Amended and Restated Credit Agreement dated as of August 31, 2001 (the “Original Credit Agreement”) under the terms
of which the Lenders agreed to make Revolving Credit Loans to the Borrower in an amount not exceeding $200,000,000.00; and 
  
 WHEREAS, the Borrower, the Guarantors, the Lenders, the Administrative Agent, the syndication agents and the documentation agent have entered into (i)
that certain First Amendment to Amended and Restated Credit Agreement dated as of May 21, 2002 (the “First Amendment”), (ii) that certain Second Amendment to Amended and Restated Credit Agreement dated as of April 4, 2003 (the
“Second Amendment”) and (iii) that certain Third Amendment and Waiver to Amended and Restated Credit Agreement dated as of August 7, 2003 (the “Third Amendment”) (the Original Credit Agreement, as amended by the
First Amendment, the Second Amendment and the Third Amendment, is hereinafter referred to as, the “Credit Agreement”); and 
  
 WHEREAS, the Borrower has requested the Lenders and the Administrative Agent to further amend certain terms of the Credit Agreement; and 
  
 WHEREAS, the Lenders and the Administrative Agent have agreed to do so to the
extent reflected in this Amendment, subject to the terms hereof and provided that each of the Borrower and the Guarantors ratifies and confirms all of its respective obligations under the Credit Agreement and the Loan Documents. 
  
  

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 NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration and the
mutual benefits, covenants and agreements herein expressed, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 
  

1. Defined Terms. Each capitalized term used in this Amendment and not otherwise defined herein shall have the meaning given to it elsewhere in
the Credit Agreement. 
  
 2. Amendment to Section 1.1.
Section 1.1 of the Credit Agreement is hereby amended by changing the reference in subclause (a) of the last paragraph of such definition from 1.75% to 2.00%. Additionally, the definition of “Applicable Margin” in Section
1.1 of the Credit Agreement is hereby amended by deleting the table contained in such definition and replacing it with the following: 
  

	 Ratio of Funded
 Debt to
EBITDA

	  	ABR
Spread

	 	 	 Eurodollar
 Spread

	 	 	 Commitment
 Fee Rate

	 
	 3 3.5 to 1.0
	  	2.00	%	 	3.00	%	 	.50	%
	 3 3.0 to 1.0 but < 3.5 to
1.0
	  	1.75	%	 	2.75	%	 	.50	%
	 3 2.5 to 1.0 but < 3.0 to
1.0
	  	1.50	%	 	2.50	%	 	.50	%
	 3 2.0 to 1.0 but < 2.5 to
1.0
	  	1.25	%	 	2.25	%	 	.50	%
	 3 1.5 to 1.0 but < 2.0 to
1.0
	  	1.00	%	 	2.00	%	 	.50	%
	 3 1.0 to 1.0 but < 1.5 to
1.0
	  	.75	%	 	1.75	%	 	.375	%
	 3 0.5 to 1.0 but < 1.0 to
1.0
	  	.50	%	 	1.50	%	 	.375	%
	 < 0.5 to 1.0
	  	.25	%	 	1.25	%	 	.250	%

  
 ; provided, however, that solely for
determining the Applicable Margin, the foregoing ratio shall be determined by calculating EBITDA for the immediately preceding twelve calendar months rather than the preceding four fiscal quarters.” 
  
 3. Amendment to Sections 2.20. Section 2.20 of the Credit
Agreement is hereby deleted in its entirety. 
  
 4. Amendment
to Section 5.1. Section 5.1 of the Credit Agreement is hereby amended by adding the following as Section 5.1(j): 
  
 “(j) within thirty (30) days after the end of each calendar month, its 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 Section 6.8(c) and the Total Debt Leverage Ratio described in Section 6.8(d), all certified by one of the
Borrower’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.” 
  
 5. Amendment to Section 6.4(d). Section 6.4(d) of the Credit
Agreement is hereby amended by deleting subclause (d) in its entirety and replacing it with the following: 
  
  

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 “(d) Upon obtaining the prior written consent of each of the Lenders, investments in the stock,
warrants, stock appreciation rights, other securities and/or other assets of Qualified Companies;” 
  
 6. Amendment to Section 6.8(a). Section 6.8(a) of the Credit Agreement is hereby amended by deleting subclause (ii) in its entirety and
replacing it with the following: 
  
 “(ii) cash interest
expense, actually paid during such period (including the interest expense portion of any payments on Capitalized Lease Obligations but net of cash interest income actually received during such period) plus Maintenance Capital Expenditures for said
period, to be less than 1.50 to 1.0 for the period ended September 30, 2003 and thereafter during the term hereof.” 
  
 7. Amendment to Section 6.8(b). Section 6.8(b) of the Credit Agreement is hereby amended by adding immediately after the phrase “to be
less than 1.25 to 1.0” the following phrase: 
  
 “with
respect to the relevant financial statements dated on or prior to June 30, 2003 and 2.25 to 1.0 with respect to the relevant financial statements dated on or after September 30, 2003.” 
  
 8. Amendment to Section 6.8(c). Section 6.8(c) of the Credit
Agreement is hereby deleted in its entirety and replaced by the following: 
  
 “Senior Debt Leverage Ratio. The Borrower will not at any time permit the ratio of (i) Funded Debt minus Subordinated Debt to (ii) EBITDA calculated on a rolling four (4) quarter basis, to be
greater than 2.0 to 1.0”. 
  
 9. Amendment to Section
6.8(d). Section 6.8(d) of the Credit Agreement is hereby amended by deleting subclause (ii) in its entirety and replacing it with the following: 
  
 “(ii) EBITDA calculated on a rolling four (4) quarters basis, to be greater than (x) 3.90 to 1.0 at any time during the period from June 30, 2003 to
September 29, 2003, (y) 3.75 to 1.0 at any time during the period from September 30, 2003 to December 30, 2003, (z) 3.50 to 1.0 as of December 31, 2003 and continuing thereafter during the term hereof.” 
  
 10. Amendment to Section 6.11. Section 6.11 of the Credit
Agreement is hereby amended by deleting it in its entirety and replacing it with the following: 
  
 “Section 6.11 Limitation on Acquisitions. The Borrower will not, and will not permit any Subsidiary to, acquire (i) any securities of, stock
or outstanding ownership interests in, any Person, or (ii) all 
  

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 or substantially all of the assets of any Person, whether through purchase of assets, merger or otherwise
without the prior written consent of each of the Lenders; provided, however, that Borrower and/or any Subsidiary shall be entitled to consummate transactions permitted by Section 6.3 and Section 6.4.” 
  
 11. Commitment Reduction. The Credit Agreement is hereby amended to
provide that, effective as of the Effective Date and notwithstanding any contrary provision thereof or in any of the other Loan Documents, the aggregate amount of the Lenders’ total Commitments shall not exceed $100,000,000. This reduction of
the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. 
  
 12. Ratification. The Borrower, as to itself and each Guarantor, as to itself, hereby ratifies all of its respective obligations under the Credit
Agreement (including the Guaranty contained therein) and each of the Loan Documents to which it is a party, and agrees and acknowledges that the Credit Agreement and each of the Loan Documents to which it is a party remains in full force and effect
and shall continue in full force and effect as amended and modified by this Amendment. Except as amended or modified by this Amendment, nothing in this Amendment extinguishes, novates or releases any right, claim, lien, security interest or
entitlement of any of the Lenders or the Administrative Agent created by or contained in any of such documents nor is the Borrower or any Guarantor released from any covenant, warranty or obligation created by or contained therein or herein.

  
 13. Representations and Warranties. Each of the
Borrower, as to itself and each Guarantor, and each Guarantor, as to itself, hereby represents and warrants to the Administrative Agent and the Lenders that (a) this Amendment has been duly executed and delivered on behalf of the Borrower and such
Guarantor, (b) this Amendment constitutes a valid and legally binding agreement enforceable against the Borrower or such 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, (c) the representations and warranties contained
in the Credit Agreement and the Loan Documents shall be true and correct on and as of the date of each Borrowing and the date of issuance, amendment, renewal or extension of each Letter of Credit, as applicable, except to the extent such
representations and warranties relate to a prior date or, after prior notice to the Administrative Agent, are untrue or incorrect as a result of transactions permitted by the Loan Documents, (d) no Default or Event of Default exists under the Credit
Agreement or under any other Loan Document, (e) no Default or Event of Default exists under the Note Purchase Agreement (as amended) or any of the documents executed in connection therewith, and (f) the execution, delivery and performance of this
Amendment has been duly authorized by the Borrower and each Guarantor. 
  
 14. Conditions to Effectiveness. This Amendment shall be effective upon (i) the execution (whether the same or different counterparts) and delivery (including by way of facsimile) by the Borrower, each Guarantor and Lenders
constituting the Required Lenders to the Administrative Agent and receipt by the Administrative Agent of this Amendment and (ii) 
  

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 payment by the Borrower to the Administrative Agent for the benefit of the Lenders of any fees agreed to by the Borrower
and the Lenders in connection with this Amendment. 
  
 15.
Further Assurances. Each party hereto covenants that it will do or cause to be done all such further assurances that are necessary or advisable to facilitate or document the amendments set forth herein, including without limitation, amending
or causing to be amended each form or other writing, the delivery of which is provided for in the Credit Agreement, to conform with this Amendment prior to the delivery of such form, document or other writing. 
  
 16. Counterparts. This Amendment may be signed in any number of
counterparts, which may be delivered in original or facsimile form each of which shall be construed as an original, but all of which together shall constitute one and the same instrument. 
  
 17. Governing Law. For the avoidance of doubt, Section 9.9(a) of the Credit Agreement is clarified so that this
Amendment, the Credit Agreement, all Notes, the other Loan Documents and all other documents executed in connection herewith or therewith shall be deemed to be contracts and agreements under the laws of the State of Texas and of the United States of
America and for all purposes shall be construed in accordance with, and governed by, the laws of Texas and of the United States. 
  
 18. Final Agreement of the Parties. THIS AMENDMENT AND THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 
  
 [Remainder of page intentionally left blank] 
  
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective
officers or other authorized representatives thereunto duly authorized as of the date first above written. 
  

	Borrower:
	
	 U.S. CONCRETE

	
	 By: /s/ Michael W. Harlan

	

	 Name: Michael W. Harlan

	 Title: Senior Vice President

	
	 Guarantors:

	
	 AFTM Corporation, a Michigan corporation

	
	 By: /s/ Terry Green

	

	 Name: Terry Green

	 Title: Vice President



  

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	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

	
	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


  

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	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
	
	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


  
  

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	Administrative Agent/Lender:
	
	JPMORGAN CHASE BANK, formerly known as The Chase Manhattan Bank
	
	By: /s/ Robert L. Mendoza
	

	Name: Robert L. Mendoza
	Title: Vice President


  
  

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	Syndication Agent/Lender:
	
	CREDIT LYONNAIS NEW YORK BRANCH
	
	By: /s/ Attila Koc
	

	Name: Attila Koc
	Title: Senior Vice President


  
  

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	Syndication Agent/Lender:
	
	WACHOVIA BANK, NATIONAL ASSOCIATION
	
	By: /s/ David L. Driggers
	

	Name: David L. Driggers
	Title: Managing Director


  
  

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	Documentation Agent/Lender:
	
	BRANCH BANKING & TRUST COMPANY
	
	By: /s/ John G. Reeves
	

	Name: John G. Reeves
	Title: Assistant Vice President


  
  

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	Lender:
	
	BANK OF AMERICA, N.A.
	
	By: /s/ Elizabeth B. Jennings
	

	Name: Elizabeth B. Jennings
	Title: Assistant Vice President


  
  

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	Lender:
	
	BANK ONE, NA
	
	By: /s/ Joseph R. Perdenza
	

	Name: Joseph R. Perdenza
	Title: Director


  
  

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	Lender:
	
	THE BANK OF NOVA SCOTIA
	
	By: /s/ Mark Sparrow
	

	Name: Mark Sparrow
	Title: Director


  
  

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	Co-Managing Agent/Lender:
	
	US BANK
	
	By:
	

	Name:
	Title:


  
  

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	Lender:
	
	COMERICA BANK
	
	By: /s/ William S. Rogers
	

	Name: William S. Rogers
	Title: Vice President


  
  

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	Lender:
	
	GUARANTY BANK
	
	By: /s/ Scott Brewer
	

	Name: Scott Brewer
	Title: Vice President


  

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