AMENDMENT
      NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT

     

    This
      Amendment
      No. 2 to
      the
      Amended
      and Restated Credit Agreement,
      dated
      as of November 6, 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 by Amendment No. 1 dated March 1, 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
      1.1 (Defined Terms)
      and
Section
      8.4 (Sale of Assets) of
      the
      Credit Agreement be amended to allow the sale of certain assets for a purchase
      price not exceeding $25,000,000.

     

    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
      1.1 (Defined Terms)
      of the
      Credit Agreement is hereby amended by amending and restating the following
      definition in its entirety as follows:

     

      “Capital
      Expenditures”
means,
      for any Person for any period, the aggregate of amounts that would be reflected
      as additions to property, plant or equipment on a Consolidated statement of
      cash
      flow of such Person and its Subsidiaries, excluding costs and interest
      capitalized during construction; provided
      that
      such
      term shall not include amounts expended (i) during such period as a part of
      the consideration for, or assets acquired in connection with, any Permitted
      Acquisition or obligations assumed in any Permitted Acquisition,
      (ii) during such period to replace or repair assets, equipment or other
      property lost, destroyed, damaged or condemned or otherwise to acquire,
      maintain, develop, construct, improve, upgrade or repair assets in replacement
      of assets, equipment or other property lost, destroyed, damaged or condemned,
      in
      each case, solely (except for any applicable customary deductible retainage,
      co-payment or similar deduction or reduction in reimbursement) to the extent
      of
      the amount of reimbursement (whether pursuant to insurance or indemnity claims)
      that such Person has actually received in respect of such lost, destroyed,
      damaged or condemned assets and (iii) during such period on or after
      October 31, 2007, but on or prior to December 31, 2009, for the design,
      purchase, installation and implementation of software for financial and business
      reporting, retrieval and analysis (and related computer and peripheral
      equipment) in an aggregate amount not to exceed $12,000,000.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (b)  Section
      8.4 (Sale of Assets)
      of the
      Credit Agreement is hereby amended by amending and restating clause (g)
      thereof
      in its entirety as follows: 

     

    (g) as
      long
      as no Default or Event of Default is continuing or would result therefrom,
      any
      other Asset Sale for Fair Market Value, payable in cash upon such sale;
provided,
      however,
      that
      with respect to any such Asset Sale pursuant to this clause
      (g),
      (i) the aggregate consideration received during any Fiscal Year for all
      such Asset Sales shall not exceed $25,000,000 and (ii) an amount equal to
      all Net Cash Proceeds of such Asset Sale are applied to the payment of the
      Obligations as set forth in, and to the extent required by, Section 2.9
      (Mandatory Prepayments);

     

    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;

     

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

     

    (iii) such
      other documents as the Administrative Agent may reasonably request.

     

    (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 November 9, 2007, 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.

     

    (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]

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    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


    

    
      

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	 	 
	 	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/ Don
              Backer
	 	
              
Name:
              Don Backer
	 	Title:
              Senior Vice President


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	 	 
	 	Comerica
              Bank,
              as
              Lender
	 
 	 
 	 
 
	 	By:  	/s/ De
              Von Lang
	 	
              
Name:
              De Von Lang
	 	Title:
              Corporate Banking Officer


    

     

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	 	 
	 	Wells
              Fargo & Company,
              as
              Lender
	 
 	 
 	 
 
	 	By:  	/s/ John
              Kallina
	 	
              
Name:
              John Kallina
	 	Title:
              Vice President


    

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     


    CONSENT
      AND REAFFIRMATION OF GUARANTORS

    


    


    Dated
      as
      of November 6, 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. 2 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 


    

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	 	 
	 	
              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 Corp.

              Central
                Concrete Supply Co., Inc.

              Central
                Precast Concrete, Inc.

              Ingram
                Concrete, LLC

              Ready
                Mix Concrete Company of Knoxville

              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