AMENDMENT
      NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT

     

    This
      Amendment
      No. 3 to
      the
      Amended
      and Restated Credit Agreement,
      dated
      as of July 11, 2008 (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 by Amendment No. 1 dated March 1, 2007 and Amendment No. 2 dated
      November 6, 2007, and has been otherwise amended, supplemented or modified
      from
      time to time until the date hereof, the “Credit
      Agreement”).

     

    The
      Borrower has requested that Section
      8.5 (Restricted Payments) and
      Section
      8.6 (Prepayment and Cancellation of Indebtedness) of
      the
      Credit Agreement be amended to allow Restricted Payments and redemptions of
      the
      New Notes and Additional Notes in an aggregate amount not exceeding
      $30,000,000.

     

    The
      parties hereto 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
      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 (when taken together with
      amounts paid under Section 8.6(b)(ii)) not to exceed $30,000,000; provided,
      that
      the Available Credit (after giving effect to such proposed Restricted Payment)
      at such time exceeds $50,000,000.

     

    (b) Section
      8.6 (Prepayment and Cancellation of Indebtedness)
      of the
      Credit Agreement is hereby amended by amending and restating clause (b)
      thereof
      in its entirety as follows:

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    (b) The
      Borrower shall not, nor shall it permit any of its Subsidiaries to, prepay,
      redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity
      thereof in any manner, or make any payment in violation of any subordination
      terms of, any Subordinated Indebtedness; provided,
      however, that
      the
      Borrower and each Subsidiary of the Borrower may redeem the New Notes and/or
      the
      Additional Notes (i) with the proceeds of Permitted Subordinated Debt or (ii)
      so
      long as no Default or Event of Default has occurred and is then continuing
      both
      before and after giving effect to such redemption, in an aggregate purchase
      price amount (when taken together with Restricted Payments made pursuant to
      Section 8.5(d)) not to exceed $30,000,000; provided, that in the case of this
      clause (ii), the Available Credit (after giving effect to such redemption)
      at
      such time exceeds $50,000,000.

     

    SECTION
      2. Conditions
      to Effectiveness.
      This
      Amendment 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 and the Requisite
      Lenders; and

     

    (ii) a
      consent
      and reaffirmation in respect of this Amendment in the form attached hereto,
      executed by each Guarantor.

     

    (b) Fees
      and Expenses Paid.
      There
      shall have been paid to the Administrative Agent (i) for the account of each
      Lender that executes and delivers this Amendment on or prior to 12:00 p.m.
      Eastern Time on July 10, 2008, an amount equal to 0.05% of the Revolving Credit
      Commitments of such Lender, which the Administrative Agent shall remit to each
      relevant Lender upon the Effective Date and (ii) for the account of the
      Administrative Agent, the reasonable out-of-pocket expenses (including
      reasonable fees and expenses of counsel) of the Administrative Agent due and
      payable on or before the Effective Date.

     

    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.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (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.

     

    SECTION
      6. 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]


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    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:

            	
              Executive
                Vice President and Chief

            
	 	
              Financial
                Officer

            


    

     

    [SIGNATURE
      PAGE – AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT
      AGREEMENT]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Citicorp
                North America, Inc.,

            
	
              as
                Administrative Agent, Swing Loan Lender and
                Lender

            
	 
	
              By:

            	
              /s/
                Matthew Paquin

            
	 	
              Name:
                

            	
              Matthew
                Paquin

            
	 	
              Title:

            	
              Vice
                President

            
	 
	
              Bank
                of America, N.A., as Syndication Agent

            
	
              and
                Lender

            
	 
	
              By:

            	
              /s/
                Joy L. Bartholomew

            
	 	
              Name:
                

            	
              Joy
                L. Bartholomew

            
	 	
              Title:
                

            	
              Senior
                Vice President

            


    

     

    [SIGNATURE
      PAGE – AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT
      AGREEMENT]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

     

    
      	
              JPMorgan
                Chase Bank, as Documentation 

            
	
              Agent
                and Lender

            
	 
	
              By:

            	
              /s/
                Courtney Jeans

            
	 	
              Name: 
                Courtney Jeans

            
	 	
              Title:   
                Vice President

            


    

    


    [SIGNATURE
      PAGE – AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT
      AGREEMENT]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              Branch
                Banking and Trust Co., as Lender

            
	 
	
              By:

            	
              /s/
                Troy R. Weaver

            
	 	
              Name: 
                Troy R. Weaver

            
	 	
              Title:    
                Senior Vice President

            


    

    


    [SIGNATURE
      PAGE – AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT
      AGREEMENT]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              Capital
                One, N.A., as Lender

            
	 
	
              By:

            	
              /s/
                Don Backer

            
	 	
              Name: 
                Don Backer

            
	 	
              Title:  
                 Senior Vice President

            


    

     

    [SIGNATURE
      PAGE – AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT
      AGREEMENT]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Comerica
                Bank, as Lender

            
	 
	
              By:

            	
              /s/
                De Von Lang

            
	
              Name:
                

            	
              De
                Von Lang

            
	
              Title:

            	
              Corporate
                Banking Officer

            


    

     

    [SIGNATURE
      PAGE – AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT
      AGREEMENT]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Wells
                Fargo & Company, as Lender

            
	 
	
              By:

            	
              /s/
                John Kallina

            
	 	
              Name: 
                John Kallina

            
	 	
              Title:   
                Vice President

            


    

     

    [SIGNATURE
      PAGE – AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT
      AGREEMENT]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    CONSENT
      AND REAFFIRMATION OF GUARANTORS

    


    Dated
      as
      of July 11, 2008

    


    


    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. 3 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.

     

    
      	
              Eastern
                Concrete Materials, Inc.

            
	
              Kurtz
                Gravel Company

            
	
              Superior
                Holdings, Inc.

            
	
              Titan
                Concrete Industries, Inc.

            
	 	 
	
              By:

            	
              /s/
                Robert D. Hardy

            
	 	
              Name:
                Robert D. Hardy

            
	 	
              Title:  
                Vice President and Secretary

            
	 	 
	
              Breckenridge
                Ready Mix, Inc.

            
	 	 
	
              By:

            	
              /s/
                Robert D. Hardy

            
	 	
              Name:
                Robert D. Hardy

            
	 	
              Title:  
                Vice President

            
	 	 
	
              Concrete
                Acquisition II, LLC

            
	 	 
	
              By:

            	
              /s/
                Robert D. Hardy

            
	 	
              Name: 
                Robert D. Hardy

            
	 	
              Title:   
                President and Secretary

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              Alberta
                Investments, Inc.

            
	
              Alliance
                Haulers, Inc.

            
	
              American
                Concrete Products, Inc.

            
	
              Atlas-Tuck
                Concrete, Inc.

            
	
              Beall
                Concrete Enterprises, LLC

            
	
              Beall
                Industries, Inc.

            
	
              Beall
                Management, Inc.

            
	
              Builders’
                Redi-Mix, LLC

            
	
              BWB,
                Inc. of Michigan

            
	
              Central
                Concrete Supply Co., Inc.

            
	
              Central
                Precast Concrete, Inc.

            
	
              Ingram
                Concrete, LLC

            
	
              Master
                Mix, LLC

            
	
              MG,
                LLC

            
	
              Ready
                Mix Concrete Company of Knoxville, LLC

            
	
              Redi-Mix
                Concrete, L.P.

            
	
              Redi-Mix
                GP, LLC

            
	
              Redi-Mix,
                LLC

            
	
              San
                Diego Precast Concrete, Inc.

            
	
              Sierra
                Precast, Inc.

            
	
              Smith
                Pre-Cast, Inc.

            
	
              Superior
                Concrete Materials, Inc.

            
	
              U.S.
                Concrete On-Site, Inc.

            
	
              USC
                Management Co., LLC

            
	
              USC
                Payroll, Inc.

            
	 	 
	
              By:

            	
              /s/
                Curt M. Lindeman

            
	 	
              Name:
                Curt M. Lindeman

            
	 	
              Title:  
                Vice President and Secretary

            
	 	 
	
              Concrete
                XXXI Acquisition, Inc.

            
	
              Concrete
                XXXII Acquisition, Inc.

            
	
              Concrete
                XXXIII Acquisition, Inc.

            
	
              Concrete
                XXXIV Acquisition, Inc.

            
	
              Concrete
                XXXV Acquisition, Inc.

            
	
              Concrete
                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 and Secretary

            
	 	 
	
              USC
                Michigan, Inc.

            
	 	 
	
              By:

            	
              /s/
                Michael W. Harlan

            
	 	
              Name: 
                Michael W. Harlan

            
	 	
              Title:   
                Vice President and Secretary

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              Wyoming
                Concrete Industries, LLC

            
	 	 
	
              By:

            	
              /s/
                Sean Gore

            
	 	
              Name: 
                Sean Gore

            
	 	
              Title:   
                Vice President and Secretary