Exhibit 4.1


The confidential portions of this
exhibit have been filed separately with the Securities and Exchange Commission
pursuant to a confidential treatment request in accordance with Rule 24b-2 of
the Securities and Exchange Act of 1934, as amended.  The location of each
omitted portion is indicated by a series of three asterisks in brackets
(“[***]”).



AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT


                    This Amendment No. 1 to the Amended and Restated Credit Agreement, dated as of March 1, 2007 (this “Amendment”), among U.S. Concrete, Inc., a Delaware corporation (the “Borrower”), the Lenders, the Issuers and Citicorp north america, Inc., as agent for the Lenders and the Issuers and as agent for the Secured Parties under the Collateral Documents (in such capacity, the “Administrative Agent”); Bank of America, N.A., in its capacity as syndication agent for the Lenders and the Issuers (the “Syndication Agent”) and JPMorgan Chase Bank, in its capacity as documentation agent for the Lenders and the Issuers (the “Documentation Agent”).


PRELIMINARY STATEMENTS


                    Capitalized terms defined in the Credit Agreement (as defined below) and not otherwise defined in this Amendment are used herein as therein defined.


                    The Borrower, the Lenders, the Issuers, the Administrative Agent, the Syndication Agent and the Documentation Agent are parties to that certain Amended and Restated Credit Agreement dated as of June 30, 2006 (as the same has been amended, supplemented or otherwise modified from time to time until the date hereof, the “Credit Agreement”).


                    The Borrower has requested a Facilities Increase in an aggregate principal amount not to exceed $45 million (the “Increase”).


                    Certain Lenders have committed to participate in the Increase severally, but not jointly, in an aggregate principal amount up to $45 million, upon the terms and subject to the conditions set forth herein.


                    The parties hereto also agree to amend the Credit Agreement upon the terms and subject to the conditions set forth herein.


                    SECTION 1.          Amendments.  Subject to the satisfaction of the conditions precedent set forth in Section 2 hereof, the Credit Agreement is hereby amended as follows:


                    (a)          Section 1.1 (Defined Terms) of the Credit Agreement is hereby amended by (i) inserting the following definitions in the appropriate place to preserve the alphabetical order of the definitions therein:

	
  
 
  	
  

                      “Contingent
Guaranty Obligations” means the obligations of the Borrower pursuant to
that certain Guaranty among Borrower [***] incurred in connection
with the creation and operation of the [***] of a type
customarily incurred in similar transactions, in each case, in scope and amount
reasonably acceptable to the Administrative Agent, not constituting
Indebtedness.
 
	
   
  	
  
 
  
	
  
 
  	
  

                      
“Contingent Pension Obligations” means the obligations of the
Borrower and its Subsidiaries pursuant [***]
 














	
  
 
  	
  
[***]





and (ii) amending and restating the following definitions in their entirety as follows:

	
  
 
  	
  

                      
“Excluded Joint Ventures” means, as of any date of
determination, any joint venture (including (a) any Subsidiary which is a not a
Wholly Owned Subsidiary and (b) any Person that at the time of the initial
creation thereof constituted an Excluded Joint Venture but has since become a
Wholly Owned Subsidiary as to which no election has been made pursuant to the
definition of “Subsidiary” below) in respect of which the aggregate of
all consideration paid in connection with the acquisition or formation of such
joint venture by the Borrower or any of its Subsidiaries (including all assets
contributed to such joint venture by the Borrower or any of its Subsidiaries,
all transaction costs, and all Indebtedness or other obligations (in each case
whether contingent or otherwise, but not including Contingent Pension
Obligations or the Contingent Guaranty Obligations), including any contractually
binding commitment to make future capital contributions, incurred or assumed in
connection therewith does not exceed $40,000,000 (valued at book value and
excluding the value of any goodwill attributable to any such assets so
contributed and net of the aggregate amount of all returns of capital,
dividends, similar distributions to or reimbursements of transaction costs
and/or indemnity claims received by the Borrower or any of its Subsidiaries from
the date of the creation of [***]).
 
	
  
 
  	
  
 
  
	
   
  	
  

                      
“Subsidiary” means, with respect to any Person, any
corporation, partnership, limited liability company or other business entity of
which an aggregate of 50% or more of the outstanding Voting Stock is, at the
time, directly or indirectly, owned or controlled by such Person or one or more
Subsidiaries of such Person; provided, that [***]
shall not be a “Subsidiary”, with respect to any Person unless
the Borrower shall so elect and notify the Administrative Agent
thereof.
 
	
  
 
  	
  
 
  
	
  
 
  	
  
                         “Swing Loan Sublimit” means   $15,000,000.
  





                    (b)          Section
7.12 (Control Accounts; Approved Deposit Accounts) of the Credit Agreement
is hereby amended by amending and restating clause (f) thereof in its
entirety as follows:

	
  
 
  	
  
                         (f)          The provisions   of this Section 7.12 shall not   apply to any Excluded Foreign Subsidiary, Excluded Subsidiary or Excluded   Joint Venture to the extent the same is not otherwise required to become a   Guarantor hereunder.  The Borrower may   maintain a Securities Account with Merrill Lynch which is not a Control   Account for the sole purpose of depositing therein deferred compensation   payments on behalf of its employees and officers in accordance with the   Borrower’s existing incentive plan for which accounts are maintained at   Merrill Lynch (or any of its Affiliates), so long as the aggregate amount from   time to time on deposit therein does not exceed $10,000,000 (the “Merrill   Lynch Account”).
  



2











                   (c)          Section 8.1 (Indebtedness) of the Credit Agreement is hereby amended by replacing the reference to “$10,000,000” with “$25,000,000” in clause (j) thereof.


                    (d)          Section 8.3 (Investments) of the Credit Agreement is hereby amended by amending and restating clause (k) thereof in its entirety as follows:

	
  
 
  	
  

                      
(k)          Investments in
Excluded Joint Ventures; provided that the aggregate outstanding amount
of all such Investments shall not exceed $40,000,000 at the time of the making
of such Investments and net of the aggregate amount of all returns of capital,
dividends, similar distributions to or reimbursements of transaction costs
and/or indemnity claims received by the Borrower or any of its Subsidiaries from
the date of the creation of [***].
 




                    (e)          Section 8.4 (Sale of Assets) of the Credit Agreement is hereby amended by (i) replacing the “; and” at the end of clause (f) thereof with “;”, (ii) replacing the “.” at the end of clause (g) thereof with “; and” and (iii) inserting after clause (g) thereof the following as a new clause (h) thereof:


	
  
 
  	
  

                      
(h)          the sale or
disposition of Inventory and other personal property of the Borrower and its
Subsidiaries to [***]; provided, however, that with
respect to any such Asset Sale pursuant to this clause (h), (i) such
Asset Sale, in the case of Inventory, shall be for Fair Market Value and the
consideration therefore must be received within 120 days after such disposition,
(ii) such Asset Sale, in the case of prepaid assets, shall be valued at the book
value thereof at the time of such disposition (and the amount of such prepaid
assets shall not exceed $1,000,000), and (iii) the aggregate Fair Market Value
or then current book value, as the case may be, of the assets so disposed of
shall not exceed $5,000,000.
 




                    (f)          Section 8.5 (Restricted Payments) of the Credit Agreement is hereby amended by amending and restating clause (d) thereof in its entirety as follows:

	
  
 
  	
  
                         (d)          as long as no   Default or Event of Default has occurred and is then continuing both before   and after giving effect to any such Restricted Payment, Restricted Payments   made by the Borrower in an aggregate amount not to exceed $20,000,000; provided, that the Available Credit   (after giving effect to such proposed Restricted Payment) at such time   exceeds $40,000,000.
  



                    (g)          Section 8.9 (Transactions with Affiliates) of the Credit Agreement is hereby amended and restated in its entirety as follows:


                    The Borrower shall not, nor shall it permit any of its Subsidiaries to, except as otherwise expressly permitted herein, do any of the following: (a) make any Investment in an Affiliate of the Borrower that is not the Borrower or a Subsidiary of the Borrower (other than permitted under Section 8.3 (Investments)), (b) transfer, sell, lease, assign or otherwise dispose of any asset to any Affiliate of the Borrower that is not a Subsidiary of the Borrower (other than Asset Sales permitted under Section 8.4 (Sale of Assets) or Restricted Payments permitted under Section 8.5 (Restricted Payments)), (c) merge into or consolidate with or purchase or acquire assets from any Affiliate of the Borrower that is not the Borrower or a Subsidiary of the Borrower (other than permitted under Section 8.7 (Restriction on
Fundamental Changes; Permitted Acquisitions)) or (d) enter into any other transaction directly or indirectly with or for the benefit of any Affiliate of the Borrower that is not a 


3











Guarantor (including guaranties and assumptions of obligations of any such Affiliate), except for, (i) transactions in the ordinary course of business on a basis no less favorable to the Borrower or, as the case may be, such Subsidiary thereof as would be obtained in a comparable arm’s length transaction with a Person not an Affiliate thereof, (ii) salaries and other director or employee compensation to officers or directors of the Borrower or any of its Subsidiaries commensurate with current compensation levels (or reimbursement of reasonable expenses and advances made in the ordinary course of business), (iii) transactions among the Borrower and its Wholly Owned Subsidiaries and amongst Wholly Owned Subsidiaries, (iv) transactions contemplated pursuant to the agreements listed on Schedule 8.9 and (v) transactions among the Borrower or a Subsidiary of the Borrower and an Affiliate of the Borrower that is not the Borrower or a Subsidiary of the
Borrower on a basis no less favorable to the Borrower or, as the case may be, such Subsidiary thereof, as would be obtained in a comparable arm’s length transaction with a Person not an Affiliate thereof, if otherwise permitted under this Agreement or the other Loan Documents.



                    (h)          On
the Effective Date the Revolving Credit Commitments of the Lenders (including
any New Lenders (as defined below)) shall be as set forth on the schedule
attached hereto as Exhibit A and Schedule 8.9 attached hereto as Exhibit B shall
be attached to the Credit Agreement as a new Schedule 8.9 [***] thereto.  


                    SECTION 2.          Conditions to Effectiveness.  This Amendment and the Increase shall become effective on the date when each of the following conditions precedent have first been satisfied (the “Effective Date”):


                    (a)          Certain Documents.  The Administrative Agent shall have received counterparts of each of the following, each dated the Effective Date (unless otherwise agreed by the Administrative Agent), in form and substance satisfactory to the Administrative Agent:

	
  
 
  	
  
                         (i)          this Amendment   executed by the Borrower, the Administrative Agent, the Requisite Lenders and   each existing Lender participating in the Increase;
  
	
  
 
  	
  
 
  
	
   
  	
  
                         (ii)          a consent and   reaffirmation in respect of this Amendment in the form attached hereto,   executed by each Guarantor;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
                         (iii)          an   assumption agreement by each Eligible Assignee or Affiliate or Approved Fund   participating in the Increase that is not an existing Lender (each a “New Lender”),   in form and substance satisfactory to the Administrative Agent and duly   executed by the Borrower, the Administrative Agent and such New Lender;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
                      (iv)          certified   copies of resolutions of the Board of Directors of each Loan Party approving   the consummation of the Increase and the execution, delivery and performance   of the Amendment and the other documents to be executed in connection   herewith;
  
	
  
 
  	
  
 
  
	
   
  	
  
                         (v)          an opinion of   counsel for the Loan Parties, addressed to the Agents and the Lenders and any   New Lenders and in form and substance and from counsel reasonably satisfactory   to the Administrative Agent; and
  
	
  
 
  	
  
 
  
	
  
 
  	
  
                         (vi)          such other   documents as the Administrative Agent may reasonably request or as any Lender   and any New Lender participating in the Increase may reasonably require as a   condition to its commitment to participate in the Increase.
  




4










	
  
 
  	
  
          (b)          Fees and Expenses Paid.  There shall have been paid to the   Administrative Agent, for the account of the Agents and the Lenders   (including any New Lender), as applicable, all fees and reasonable   out-of-pocket expenses (including reasonable fees and expenses of counsel)   due and payable on or before the Effective Date (including all such fees   described herein).
  
	
   
  	
  
 
  
	
  
 
  	
  
          (c)          Other   Conditions.  (i) The   conditions precedent set forth in Section 3.2 (Conditions Precedent to Each Loan and   Letter of Credit) of the Credit Agreement shall have been   satisfied both before and after giving effect to the Increase, (ii) the   Increase shall be made on the terms and conditions set forth in Section   2.1(b)(i) (Facilities Increase) of the Credit Agreement and   (iii) the Borrower shall be in compliance with Article V (Financial Covenants)   of the Credit Agreement on the Effective Date for the most recently ended   Fiscal Quarter on a pro forma basis both before and after giving effect to   the Increase (as though the Covenant Commencement Date has occurred).
  




                    SECTION 3.          Construction with the Loan Documents.


                    (a)          On and after the Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in the other Loan Documents to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended hereby, and this Amendment and the Credit Agreement shall be read together and construed as a single instrument.  The table of contents, signature pages and list of Exhibits and Schedules of the Credit Agreement shall be deemed modified to reflect the changes made by this Amendment.


                    (b)          Except as expressly amended hereby, all of the terms and provisions of the Credit Agreement and all other Loan Documents are and shall remain in full force and effect and are hereby ratified and confirmed, including the respective guarantees and security interests granted pursuant to the respective Loan Documents.


                    (c)          The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Lenders, the Issuers, the Arrangers or the Agents under any of the Loan Documents, nor constitute a waiver or amendment of any provision of any of the Loan Documents or for any purpose except as expressly set forth herein.


                    (d)          This Amendment is a Loan Document.


                    (e)          This Amendment shall not extinguish, discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof.  The Credit Agreement and each of the other Loan Documents shall remain in full force and effect, except as modified hereby in connection herewith.  


                    SECTION 4.          Governing Law. This Amendment is governed by, and shall be construed in accordance with, the law of the State of New York.


                    SECTION 5.          Representations And Warranties.  The Borrower hereby represents and warrants that each of the representations and warranties made by it in the Credit Agreement, as amended hereby, and the other Loan Documents to which it is a party, shall be true and correct in all material respects on and as of the date hereof (other than representations and warranties in any such Loan Document which expressly speak as of a specific date, which shall have been true and correct in all material respects as of such specific date) and no Default or Event of Default has occurred and is continuing as of the date hereof.


5











                    SECTION 6.          Certain Fees.  As consideration for participation in the Increase, the Borrower and each other Loan Party jointly and severally agree to pay to the Administrative Agent for the account of each Lender participating in the Increase (including any New Lender), a fee equal to 0.10% of the aggregate principal amount of the Increase.  The Administrative Agent shall allocate such funds among the such Lenders (including any New Lender) on a pro rata basis in accordance with their respective commitments with respect to the Increase.


                    SECTION
7.          Release of
Excluded Collateral.  Upon written notice to the Administrative Agent
by the Borrower of the creation of [***] and the
contribution of assets to [***] as contemplated by the
agreements described in Schedule 8.9, the Administrative Agent shall deliver to
the Borrower, at the Borrower’s expense, releases and discharges of
Excluded Collateral in form and substance reasonably requested by the
Borrower.


                    SECTION 8.          Execution in Counterparts.  This Amendment may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.  Signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are attached to the same document.  Delivery of an executed counterpart by telecopy shall be effective as delivery of a manually executed counterpart of this Amendment.


[SIGNATURE PAGES FOLLOW]


6











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

	
  
 
  	
  
U.S. CONCRETE, INC.
  
	
  
 
  	
  
as Borrower
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By: 
  	
  
/s/ Robert   D. Hardy
  
	
   
  	
  
 
  	
  


  
	
  
 
  	
  
Name:
  	
  
Robert D.   Hardy
  
	
  
 
  	
  
Title:
  	
  
Senior Vice   President and Chief
  
	
  
 
  	
  
 
  	
  
Financial   Officer
  














	
  
 
  	
  
CITICORP NORTH   AMERICA, INC.,
  
	
  
 
  	
  
as Administrative Agent, Swing Loan Lender and Lender
  
	
   
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/ Keith R.   Gerding
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Name:
  	
  
Keith R.   Gerding
  
	
  
 
  	
  
Title:
  	
  
Vice   President and Director
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
BANK  OF   AMERICA, N.A., 
  
	
  
 
  	
  
as   Syndication Agent and Lender
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
    /s/ Joy L. Bartholomew
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Name:
  	
  
 Joy L. Bartholomew
  
	
  
 
  	
  
Title:
  	
  
    Senior Vice President
  














	
  
 
  	
  
JPMORGAN CHASE   BANK, 
  
	
  
 
  	
  
as   Documentation Agent and Lender
  
	  
	  

	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/ Courtney Jeans
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Name:
  	
  
Courtney Jeans
  
	
  
 
  	
  
Title:
  	
  
Vice President
  
















	
  
 
  	
  
BRANCH BANKING    AND TRUST CO., 
  
	
  
 
  	
  
as Lender
  
	  
	  

	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/ Troy R. Weaver
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Name:
  	
  
    Troy R. Weaver 
  
	
   
  	
  
Title:
  	
  
 Senior Vice President
  
















	
  
 
  	
  
CAPITAL ONE, N.A., 
  
	
  
 
  	
  
  as Lender

	  
	  
	  

	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
    /s/ Debra Halling
  
	
  
 
  	
  
 
  	
  


  
	
   
  	
  
Name:
  	
  
Debra Halling
  
	
  
 
  	
  
Title:
  	
  
Senior Vice President
  
















	
  
 
  	
  
COMERICA BANK,   
  
	  
	  as Lender

	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/ Charles T. Johnson
  
	
   
  	
  
 
  	
  


  
	
  
 
  	
  
Name:
  	
  
Charles T. Johnson
  
	
  
 
  	
  
Title:
  	
      Vice President
  

















CONSENT AND REAFFIRMATION OF GUARANTORS


Dated as of March 1, 2007                    


                    Each of the undersigned, as a Guarantor under the Guaranty dated as of March 12, 2004 (the “Guaranty”), and as a Loan Party under each Collateral Document to which it is a party, hereby consents to that certain Amendment No. 1 to Amended and Restated Credit Agreement dated as of the date hereof and to which this consent and reaffirmation is attached (the “Amendment”) and hereby confirms and agrees that notwithstanding the effectiveness of the Amendment and the Increase thereunder and as defined therein, the Guaranty and all Liens granted by it pursuant to the Collateral Documents are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects, except that, on and after the effectiveness of the Amendment, each reference in the Guaranty and such Collateral Documents to
the “Credit Agreement”, “thereunder”, “thereof” or words of like import shall mean and be a reference to the Credit Agreement, as amended by the Amendment.


	
  
 
  	
  
AMERICAN CONCRETE   PRODUCTS, INC.
  
	
  
 
  	
  
ATLAS-T UCK CONCRETE,   INC.
  
	
  
 
  	
  
B EALL INDUSTRIES, INC.
  
	
  
 
  	
  
B EALL MANAGEMENT, INC.
  
	
  
 
  	
  
C ENTRAL C ONCRETE S UPPLY   CO., INC.
  
	
  
 
  	
  
C ENTRAL P RECAST CONCRETE,   INC.
  
	
   
  	
  
R EADY MIX C ONCRETE C OMPANY    OF KNOXVILLE
  
	
  
 
  	
  
SAN D IEGO P   RECAST CONCRETE, INC.
  
	
  
 
  	
  
S IERRA PRECAST, INC.
  
	
  
 
  	
  
S MITH PRE-CAST,   INC.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/ Cesar   Monroy
  
	
   
  	
  
 
  	
  


  
	
  
 
  	
  
Name:
  	
  
Cesar Monroy
  
	
  
 
  	
  
Title:
  	
  
Vice   President
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
E ASTERN C ONCRETE MATERIALS,   INC.
  
	
  
 
  	
  
K URTZ G RAVEL COMPANY
  
	
  
 
  	
  
S UPERIOR MATERIALS, INC.
  
	
   
  	
  
T ITAN C ONCRETE INDUSTRIES, INC.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/ Cesar   Monroy
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Name:
  	
  
Cesar Monroy
  
	
  
 
  	
  
Title:
  	
  
Vice   President & Secretary
  

















	
  
 
  	
  
USC PAYROLL, INC.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/ Cesar Monroy
  
	
  
 
  	
  
 
  	

  

	
  
 
  	
  
Name:
  	
  
Cesar Monroy
  
	
  
 
  	
  
Title:
  	
  
President   & Treasurer
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
B EALL C ONCRETE ENTERPRISES, LTD.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
B EALL MANAGEMENT, INC.,
  
	
  
 
  	
  
 
  	
  
its General   Partner
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/ Cesar   Monroy
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Name:
  	
  
Cesar Monroy
  
	
  
 
  	
  
Title:
  	
  
Vice   President
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
A LLIANCE HAULERS, INC.
  
	
   
  	
  
A LBERTA INVESTMENTS, INC.
  
	
  
 
  	
  
B RECKENRIDGE READY-MIX,   INC.
  
	
  
 
  	
  
B UILDERS’ REDI-MIX,   LLC
  
	
  
 
  	
  
BWB, INC.  OF   MICHIGAN
  
	
  
 
  	
  
C ENTRAL C ONCRETE CORP.
  
	
  
 
  	
  
I NGRAM ENTERPRISES, L.P.
  
	
  
 
  	
  
I NGRAM E NTERPRISES MANAGEMENT, INC.
  
	
   
  	
  
REDI-MIX   CONCRETE, L.P.
  
	
  
 
  	
  
REDI-MIX   GP, LLC
  
	
  
 
  	
  
REDI-MIX,   L.P.
  
	
  
 
  	
  
REDI-MIX   MANAGEMENT, INC.
  
	
  
 
  	
  
S UPERIOR C ONCRETE MATERIALS,   INC.
  
	
  
 
  	
  
U.S. C ONCRETE ON-SITE, INC.
  
	
  
 
  	
  
USC GP, INC.
  
	
   
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/ Curt   Lindeman
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Name:
  	
  
Curt   Lindeman
  
	
  
 
  	
  
Title:
  	
  
Vice   President & Secretary
  
















	
  
 
  	
  
C ONCRETE XXXI ACQUISITION, INC.
  
	
   
  	
  
C ONCRETE XXXII ACQUISITION, INC.
  
	
  
 
  	
  
C ONCRETE XXXIII ACQUISITION, INC.
  
	
  
 
  	
  
C ONCRETE XXXIV ACQUISITION, INC.
  
	
  
 
  	
  
C ONCRETE XXXV ACQUISITION, INC.
  
	
  
 
  	
  
C ONCRETE XXXVI ACQUISITION, INC.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/ Curt   Lindeman
  
	
   
  	
  
 
  	
  


  
	
  
 
  	
  
Name:
  	
  
Curt   Lindeman
  
	
  
 
  	
  
Title:
  	
  
President
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
USC ATLANTIC, INC.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/ Michael   W. Harlan
  
	
   
  	
  
 
  	
  


  
	
  
 
  	
  
Name:
  	
  
Michael W.   Harlan
  
	
  
 
  	
  
Title:
  	
  
President   & Secretary
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
USC MICHIGAN, INC.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/ Michael   W. Harlan
  
	
   
  	
  
 
  	
  


  
	
  
 
  	
  
Name:
  	
  
Michael W.   Harlan
  
	
  
 
  	
  
Title:
  	
  
Vice   President & Secretary
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
USC MANAGEMENT CO.,   L.P.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
   
  	
  
By:
  	
  
USC GP, INC., its General   Partner
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/ Curt M.   Lindeman
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Name:
  	
  
Curt M.   Lindeman
  
	
  
 
  	
  
Title:
  	
  
Vice   President & Secretary
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
WYOMING CONCRETE   INDUSTRIES, LLC
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/ Eugene   P. Martineau
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Name:
  	
  
Eugene P.   Martineau
  
	
  
 
  	
  
Title:
  	
  
Vice   President & Secretary
  
















Exhibit A


Schedule I


Commitments

	
  
Lender
  	
   
 	
  
Revolving   Credit Commitment ($)
  	
   
 
	
  


  	
   
 	
   
 	
  


  	
   
 
	
  
Citicorp North America,   Inc.
  	
  
 
  	
  
$
  	
  
28,000,000
  	
  
 
  
	
  Bank of America, N.A.
  	
  
 
  	
  
$
  	
  
28,000,000
  	
  
 
  
	
  
JPMorgan Chase Bank
  	
  
 
  	
  
$
  	
  
28,000,000
  	
  
 
  
	
  
Branch Banking and Trust   Co.
  	
  
 
  	
  
$
  	
  
26,900,000
  	
  
 
  
	
  
Capital One, N.A.
  	
  
 
  	
  
$
  	
  
17,900,000
  	
  
 
  
	
  Comerica Bank
  	
  
 
  	
  
$
  	
  
11,200,000
  	
  
 
  
	
  
Wells Fargo Foothill, N.A.
  	
  
 
  	
  
$
  	
  
10,000,000
  	
  
 
  
	
  
Total
  	
  
 
  	
  
$
  	
  
150,000,000
  	
  
 
  
















Exhibit B


Schedule 8.9


[***]