EX-4.2



 Exhibit 4.2 

REGISTRATION RIGHTS AGREEMENT 

This REGISTRATION RIGHTS AGREEMENT dated June 7, 2016 (this “Agreement”) is entered into by and among U.S. Concrete,
Inc., a Delaware corporation (the “Company”), the guarantors listed in Schedule 1 hereto (the “Initial Guarantors”), and J.P. Morgan Securities LLC (“J.P. Morgan”), as representative of the
initial purchasers listed in Schedule 1 to the Purchase Agreement (as defined below) (the “Initial Purchasers”). 
 The
Company, the Guarantors and the Initial Purchasers are parties to the Purchase Agreement dated May 23, 2016 (the “Purchase Agreement”), which provides for the sale by the Company to the Initial Purchasers of $400,000,000
aggregate principal amount of the Company’s 6.375% Senior Notes due 2024 (the “Securities”) which will be guaranteed on a senior unsecured basis by each of the Guarantors. As an inducement to the Initial Purchasers to enter
into the Purchase Agreement, the Company and the Guarantors have agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution and delivery of this Agreement
is a condition to the closing under the Purchase Agreement. 
 In consideration of the foregoing, the parties hereto agree as follows: 

1. Definitions. As used in this Agreement, the following terms shall have the following meanings: 

“Additional Guarantor” shall mean any subsidiary of the Company that executes a Guarantee under the Indenture after the date
of this Agreement. 
 “Business Day” shall mean any day that is not a Saturday, Sunday or other day on which commercial
banks in New York City are authorized or required by law to remain closed. 
 “Company” shall have the meaning set forth in
the preamble and shall also include the Company’s successors. 
 “Exchange Act” shall mean the Securities Exchange Act
of 1934, as amended. 
 “Exchange Dates” shall have the meaning set forth in Section 2(a)(ii) hereof. 

“Exchange Offer” shall mean the exchange offer by the Company and the Guarantors of Exchange Securities for Registrable
Securities pursuant to Section 2(a) hereof. 
 “Exchange Offer Registration” shall mean a registration under the
Securities Act effected pursuant to Section 2(a) hereof. 
 “Exchange Offer Registration Statement” shall mean an
exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein or deemed a part thereof,
all exhibits thereto and any document incorporated by reference therein. 
 “Exchange Securities” shall mean senior notes
issued by the Company and guaranteed by the Guarantors under the Indenture containing terms identical to the Securities (except that the 







 
Exchange Securities will not be subject to restrictions on transfer or to any increase in annual interest rate for failure to comply with this Agreement) and to be offered to Holders of
Securities in exchange for Securities pursuant to the Exchange Offer. 
 “FINRA” means the Financial Industry Regulatory
Authority, Inc. 
 “Free Writing Prospectus” means each free writing prospectus (as defined in Rule 405 under the
Securities Act) prepared by or on behalf of the Company or used or referred to by the Company in connection with the sale of the Securities or the Exchange Securities. 

“Guarantees” shall mean, as the context may require, the guarantees of the Securities and guarantees of the Exchange
Securities by the Guarantors under the Indenture. 
 “Guarantors” shall mean the Initial Guarantors, any Additional
Guarantors and any Guarantor’s successor that Guarantees the Securities. 
 “Holders” shall mean the Initial
Purchasers, for so long as they own any Registrable Securities, and each of their successors, assigns and direct and indirect transferees who become owners of Registrable Securities under the Indenture; provided that, for purposes of
Section 4 and Section 5 hereof, the term “Holders” shall include Participating Broker-Dealers. 
 “Indemnified
Person” shall have the meaning set forth in Section 5(c) hereof. 
 “Indemnifying Person” shall have the
meaning set forth in Section 5(c) hereof. 
 “Indenture” shall mean the Indenture relating to the Securities dated as
of June 7, 2016 among the Company, the Guarantors and U.S. Bank National Association, as trustee, and as the same may be amended and supplemented from time to time in accordance with the terms thereof. 

“Initial Purchasers” shall have the meaning set forth in the preamble. 

“Inspector” shall have the meaning set forth in Section 3(a)(xiv) hereof. 

“Issuer Information” shall have the meaning set forth in Section 5(a) hereof. 

“J.P. Morgan” shall have the meaning set forth in the preamble. 

“Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of the outstanding Registrable
Securities; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, any Registrable Securities owned directly or indirectly by the Company or any of its
“affiliates” (within the meaning of Rule 405 under the Securities Act) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage or amount; and provided,
further, that if the Company shall issue any additional Securities under the Indenture prior to consummation of the Exchange Offer or, if applicable, the effectiveness of any Shelf Registration Statement, such additional Securities and the
Registrable Securities to which this Agreement relates shall be treated together as one class for purposes of determining whether the consent or approval of Holders of a specified percentage of Registrable Securities has been obtained. 







 “Notice and Questionnaire” shall mean a notice of registration statement and
selling security holder questionnaire distributed to a Holder by the Company upon receipt of a Shelf Request from such Holder. 

“Participating Broker-Dealers” shall have the meaning set forth in Section 4(a) hereof. 

“Participating Holder” shall mean any Holder of Registrable Securities that has returned a properly completed and signed
Notice and Questionnaire to the Company in accordance with Section 2(b) hereof. 
 “Person” shall mean an individual,
partnership, limited liability company, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof. 

“Prospectus” shall mean the prospectus included in, or, pursuant to the rules and regulations of the Securities Act, deemed a
part of, a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of
the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to such prospectus, and in each case including any document incorporated by reference therein. 

“Purchase Agreement” shall have the meaning set forth in the preamble. 

“Registrable Securities” shall mean the Securities; provided that the Securities shall cease to be Registrable
Securities (i) when a Registration Statement with respect to such Securities has become effective under the Securities Act and such Securities have been exchanged or disposed of pursuant to such Registration Statement, (ii) when such
Securities cease to be outstanding or (iii) except in the case of Securities that otherwise remain Registrable Securities and that are held by an Initial Purchaser and that are ineligible to be exchanged in the Exchange Offer, when the Exchange
Offer is consummated. 
 “Registration Default” shall mean the occurrence of any of the following: (i) except in the
event a Shelf Registration is required pursuant to Section 2(b)(i) hereof, the Exchange Offer is not completed on or prior to the Target Registration Date, (ii) the Shelf Registration Statement, if required pursuant to
Section 2(b)(i) or Section 2(b)(ii) hereof, has not become effective on or prior to the Target Registration Date, (iii) if the Company receives a Shelf Request pursuant to Section 2(b)(iii) hereof, the Shelf Registration
Statement required to be filed thereby has not become effective by the later of (a) the Target Registration Date and (b) 90 days after delivery of such Shelf Request, (iv) the Shelf Registration Statement, if required by this
Agreement, has become effective and thereafter ceases to be effective or the Prospectus contained therein ceases to be usable, in each case whether or not permitted by this Agreement, at any time during the Shelf Effectiveness Period, and such
failure to remain effective or usable exists for more than 45 days (whether or not consecutive) in any 12-month period or (v) the Shelf Registration Statement, if required by this Agreement, has become effective and thereafter, on more than two








 
occasions in any 12-month period during the Shelf Effectiveness Period, the Shelf Registration Statement ceases to be effective or the Prospectus contained therein ceases to be usable, in each
case whether or not permitted by this Agreement. 
 “Registration Expenses” shall mean any and all expenses incident to
performance of or compliance by the Company and the Guarantors with this Agreement, including without limitation: (i) all SEC, stock exchange or FINRA registration and filing fees, (ii) all fees and expenses incurred in connection with
compliance with state securities or blue sky laws (including reasonable and documented fees and disbursements of one counsel for any Underwriters or Holders in connection with blue sky qualification of any Exchange Securities or Registrable
Securities), (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement, any Prospectus, any Free Writing Prospectus and any amendments or supplements thereto,
any underwriting agreements, securities sales agreements or other similar agreements and any other documents relating to the performance of and compliance with this Agreement, (iv) all rating agency fees, (v) all fees and disbursements
relating to the qualification of the Indenture under applicable securities laws, including the Trust Indenture Act, (vi) the fees and disbursements of the Trustee and its counsel in accordance with the terms of the Indenture, (vii) the
fees and disbursements of counsel for the Company and the Guarantors and, in the case of a Shelf Registration Statement, the reasonable and documented fees and disbursements of one counsel for the Participating Holders (which counsel shall be
selected by the Participating Holders holding a majority of the aggregate principal amount of Registrable Securities held by such Participating Holders and which counsel may also be counsel for the Initial Purchasers) and (viii) the fees and
disbursements of the independent registered public accountants of the Company and the Guarantors, including the expenses of any special audits or “comfort” letters required by or incident to the performance of and compliance with this
Agreement, but excluding fees and expenses of counsel to the Underwriters (other than fees and expenses set forth in clause (ii) above) or the Holders and underwriting discounts and commissions, brokerage commissions and transfer taxes, if any,
relating to the sale or disposition of Registrable Securities by a Holder. 
 “Registration Statement” shall mean any
registration statement of the Company and the Guarantors that covers any of the Exchange Securities or Registrable Securities pursuant to the provisions of this Agreement and all amendments and supplements to any such registration statement,
including post-effective amendments, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein. 

“SEC” shall mean the United States Securities and Exchange Commission. 

“Securities” shall have the meaning set forth in the preamble. 

“Securities Act” shall mean the Securities Act of 1933, as amended. 

“Shelf Effectiveness Period” shall have the meaning set forth in Section 2(b) hereof. 

“Shelf Registration” shall mean a registration effected pursuant to Section 2(b) hereof. 







 “Shelf Registration Statement” shall mean a “shelf” registration
statement of the Company and the Guarantors that covers all or a portion of the Registrable Securities (but no other securities unless approved by Participating Holders holding a majority in aggregate principal amount of the Securities) on an
appropriate form under Rule 415 under the Securities Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the
Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein. 

“Shelf Request” shall have the meaning set forth in Section 2(b) hereof. 

“Staff” shall mean the staff of the SEC. 

“Target Registration Date” shall mean May 3, 2017. 

“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended from time to time. 

“Trustee” shall mean the trustee with respect to the Securities under the Indenture. 

“Underwriter” shall have the meaning set forth in Section 3(e) hereof. 

“Underwritten Offering” shall mean an offering in which Registrable Securities are sold to an Underwriter for reoffering to
the public. 
 2. Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable
interpretations of the Staff, the Company and the Guarantors shall use their commercially reasonable efforts to (x) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable
Securities for Exchange Securities and (y) have such Registration Statement become and remain effective for use by one or more Participating Broker-Dealers until the earlier of (i) 180 days after the last Exchange Date (as such period may
be extended pursuant to Section 3(d) hereof) and (ii) when all Participating Broker Dealers have sold all of their Exchange Securities (if any) and the Exchange Offer has been completed. The Company and the Guarantors shall commence the
Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use their commercially reasonable efforts to complete the Exchange Offer not later than 60 days after such effective date. 

The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and
other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following: 
  

	 	(i)	that the Exchange Offer is being made pursuant to this Agreement and that all Registrable Securities validly tendered and not properly withdrawn will be accepted for exchange; 









	 	(ii)	the dates of acceptance for exchange (which shall be a period of at least 20 Business Days from the date such notice is mailed (or longer if required by applicable law)) (the “Exchange Dates”);


  

	 	(iii)	that any Registrable Security not tendered will remain outstanding and continue to accrue interest but will not retain any rights under this Agreement, except as otherwise specified herein; 


 

	 	(iv)	that any Holder electing to have a Registrable Security exchanged pursuant to the Exchange Offer will be required to (A) surrender such Registrable Security, together with the appropriate letters of transmittal, to
the institution and at the address and in the manner specified in the notice, or (B) effect such exchange otherwise in compliance with the applicable procedures of the depositary for such Registrable Security, in each case prior to the close of
business on the last Exchange Date; and 

  

	 	(v)	that any Holder will be entitled to withdraw its election, not later than the close of business on the last Exchange Date, by (A) sending to the institution and at the address specified in the notice, a telegram,
facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange and a statement that such Holder is withdrawing its election to have such Securities exchanged or
(B) effecting such withdrawal in compliance with the applicable procedures of the depositary for the Registrable Securities. 


As a condition to participating in the Exchange Offer, a Holder will be required to represent to the Company and the Guarantors that
(1) any Exchange Securities to be received by it will be acquired in the ordinary course of its business, (2) at the time of the commencement of the Exchange Offer, it has no arrangement or understanding with any Person to participate in
the distribution (within the meaning of the Securities Act) of the Exchange Securities in violation of the provisions of the Securities Act, (3) it is not an “affiliate” (within the meaning of Rule 405 under the Securities Act) of the
Company or any Guarantor and (4) if such Holder is a broker-dealer that will receive Exchange Securities for its own account in exchange for Registrable Securities that were acquired as a result of market-making or other trading activities,
then such Holder will deliver a Prospectus (or, to the extent permitted by law, make available a Prospectus to purchasers) in connection with any resale of such Exchange Securities. 

As soon as practicable after the last Exchange Date, the Company and the Guarantors shall: 

 

	 	(I)	accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn pursuant to the Exchange Offer; and 


 

	 	(II)	deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities or portions thereof so accepted for exchange by the Company and issue, and cause the Trustee to promptly authenticate and
deliver to each Holder, Exchange Securities equal in principal amount to the principal amount of the Registrable Securities tendered by such Holder. 


The Company and the Guarantors shall use their commercially reasonable efforts to complete the Exchange Offer as provided above and shall
comply with the applicable requirements of the Securities Act, the Exchange Act and other applicable laws and regulations in connection with the Exchange Offer. The Exchange Offer shall not be subject to any conditions, other than that the Exchange
Offer does not violate any applicable law or applicable interpretations of the Staff. 







 For the avoidance of doubt, notwithstanding any provision of this Section 2(a) purporting to
require physical mailing, delivery or acceptance of any document or instrument, the Company and the Guarantors may conduct the Exchange Offer exclusively through the automated tender offer program of the Depository Trust Company or any successor or
similar system permitting electronic transmittal, tender and acceptance of documents and instruments; provided that this provision shall apply only to Registrable Securities held in the form of beneficial interests in a global note deposited
with (or held by a custodian for) the Depository Trust Company. 
 (b) In the event that (i) the Company and the Guarantors determine
that the Exchange Offer Registration provided for in Section 2(a) hereof is not available or the Exchange Offer may not be completed as soon as practicable after the last Exchange Date because it would violate any applicable law or applicable
interpretations of the Staff, (ii) the Exchange Offer is not for any other reason completed by the Target Registration Date or (iii) upon receipt of a written request (a “Shelf Request”) from any Initial Purchaser
representing that it holds Registrable Securities that are or were ineligible to be exchanged in the Exchange Offer, the Company and the Guarantors shall use their commercially reasonable efforts to cause to be filed as soon as practicable after
such determination date, Target Registration Date or Shelf Request, as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Securities by the Holders thereof and to have such Shelf Registration Statement
become effective; provided that no Holder will be entitled to have any Registrable Securities included in any Shelf Registration Statement, or entitled to use the prospectus forming a part of such Shelf Registration Statement, until such
Holder shall have delivered a completed and signed Notice and Questionnaire and provided such other information regarding such Holder to the Company as is contemplated by Section 3(b) hereof. 

In the event that the Company and the Guarantors are required to file a Shelf Registration Statement pursuant to clause (iii) of the
preceding sentence, the Company and the Guarantors shall use their commercially reasonable efforts to file and have become effective both an Exchange Offer Registration Statement pursuant to Section 2(a) hereof with respect to all Registrable
Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by the Initial Purchasers after completion
of the Exchange Offer. 
 The Company and the Guarantors agree to use their commercially reasonable efforts to keep the Shelf Registration
Statement continuously effective until the earlier of (i) one year following the date the Shelf Registration Statement is declared effective and (ii) Securities cease to be Registrable Securities (the “Shelf Effectiveness
Period”). The Company and the Guarantors further agree to supplement or amend the Shelf Registration Statement, the related Prospectus and any Free Writing Prospectus if required by the rules, regulations or instructions applicable to the
registration form used by the Company and the Guarantors for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Holder of Registrable Securities with respect to
information relating to such Holder and to use their commercially reasonable efforts to cause any such 







 
amendment to become effective, if required, and to cause such Shelf Registration Statement, Prospectus or Free Writing Prospectus, as the case may be, to become usable as soon as thereafter
practicable. The Company and the Guarantors agree to furnish to the Participating Holders copies of any such supplement or amendment promptly after its being used or filed with the SEC. 

(c) The Company and the Guarantors shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or
Section 2(b) hereof. Each Holder shall pay all underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Registrable Securities pursuant to the Shelf
Registration Statement. 
 (d) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof will not be deemed to have
become effective unless it has been declared effective by the SEC. A Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC or is automatically
effective upon filing with the SEC as provided by Rule 462 under the Securities Act. 
 If a Registration Default occurs, the interest rate
on the Registrable Securities will be increased by (i) 0.25% per annum for the first 90-day period beginning on the day immediately following such Registration Default and (ii) an additional 0.25% per annum with respect to each
subsequent 90-day period, in each case until and including the date such Registration Default ends, up to a maximum increase of 1.00% per annum. A Registration Default ends when the Securities cease to be Registrable Securities or, if earlier,
(1) in the case of a Registration Default under clause (i) of the definition thereof, when the Exchange Offer is completed, (2) in the case of a Registration Default under clause (ii) or clause (iii) of the definition
thereof, when the Shelf Registration Statement becomes effective or (3) in the case of a Registration Default under clause (iv) or clause (v) of the definition thereof, when the Shelf Registration Statement again becomes effective or
the Prospectus again becomes usable. If at any time more than one Registration Default has occurred and is continuing, then, until the next date that there is no Registration Default, the increase in interest rate provided for by this paragraph
shall apply as if there occurred a single Registration Default that begins on the date that the earliest such Registration Default occurred and ends on such next date on which there is no Registration Default. 

(e) Without limiting the remedies available to the Initial Purchasers and the Holders, the Company and the Guarantors acknowledge that any
failure by the Company or the Guarantors to comply with their obligations under Section 2(a) and Section 2(b) hereof may result in material irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy
at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Company’s
and the Guarantors’ obligations under Section 2(a) and Section 2(b) hereof. The provisions for liquidated damages set forth in Section 2(d) above shall be the only monetary remedy available to Holders under this Agreement. 







 3. Registration Procedures. (a) In connection with their obligations pursuant to
Section 2(a) and Section 2(b) hereof, the Company and the Guarantors shall promptly: 
 (i) prepare and file with the SEC a
Registration Statement on the appropriate form under the Securities Act, which form (A) shall be selected by the Company and the Guarantors, (B) shall, in the case of a Shelf Registration, be available for the sale of the Registrable
Securities by the Holders thereof and (C) shall comply as to form in all material respects with the requirements of the applicable form and include (or incorporate by reference) all financial statements required by the SEC to be filed
therewith; and use their commercially reasonable efforts to cause such Registration Statement to become effective and remain effective for the applicable period in accordance with Section 2 hereof; 

(ii) prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep
such Registration Statement effective for the applicable period in accordance with Section 2 hereof and cause each Prospectus to be supplemented by any required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424
under the Securities Act; and keep each Prospectus current during the period described in Section 4(a)(3) of and Rule 174 under the Securities Act that is applicable to transactions by brokers or dealers with respect to the Registrable
Securities or Exchange Securities; 
 (iii) to the extent any Free Writing Prospectus is used, file with the SEC any Free Writing Prospectus
that is required to be filed by the Company or the Guarantors with the SEC in accordance with the Securities Act and to retain (in accordance with the requirements of the Securities Act) any Free Writing Prospectus not required to be filed; 

(iv) in the case of a Shelf Registration, furnish to each Participating Holder, to counsel for the Initial Purchasers, to counsel for such
Participating Holders and to each Underwriter of an Underwritten Offering of Registrable Securities, if any, without charge, as many copies of each Prospectus, preliminary prospectus or Free Writing Prospectus, and any amendment or supplement
thereto, as such Participating Holder, counsel or Underwriter may reasonably request in order to facilitate the sale or other disposition of the Registrable Securities thereunder; and, subject to Section 3(c) hereof, the Company and the
Guarantors consent to the use of such Prospectus, preliminary prospectus or such Free Writing Prospectus and any amendment or supplement thereto in accordance with applicable law by each of the Participating Holders and any such Underwriters in
connection with the offering and sale of the Registrable Securities covered by, and in the manner described in, such Prospectus, preliminary prospectus or such Free Writing Prospectus or any amendment or supplement thereto in accordance with
applicable law; 
 (v) use their commercially reasonable efforts to register or qualify the Registrable Securities under all applicable
state securities or blue sky laws of such jurisdictions as any Participating Holder shall reasonably request in writing by the time the applicable Registration Statement becomes effective; cooperate with such Participating Holders in connection with
any filings required to be made with FINRA; and do any and all other acts and things that may be reasonably necessary or advisable to enable each Participating Holder to complete the disposition in each such jurisdiction of the Registrable
Securities owned by such Participating Holder; 







 
provided that neither the Company nor any Guarantor shall be required to (1) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction
where it would not otherwise be required to so qualify, (2) file any general consent to service of process in any such jurisdiction or (3) subject itself to taxation in any such jurisdiction if it is not so subject; 

(vi) notify counsel for the Initial Purchasers and, in the case of a Shelf Registration, notify each Participating Holder and counsel for such
Participating Holders promptly after becoming aware and, if requested by any such Participating Holder or its counsel, thereafter confirm such notification in writing (1) when a Registration Statement has become effective, when any
post-effective amendment thereto has been filed and becomes effective, when any Free Writing Prospectus has been filed or any amendment or supplement to the Prospectus or any Free Writing Prospectus has been filed, (2) of any request by the SEC
or any state securities authority for amendments and supplements to a Registration Statement, Prospectus or any Free Writing Prospectus or for additional information after the Registration Statement has become effective, (3) of the issuance by
the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, including the receipt by the Company of any notice of objection of the SEC to
the use of a Shelf Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act, (4) if, between the applicable effective date of a Shelf Registration Statement and the closing of any sale
of Registrable Securities covered thereby, the representations and warranties of the Company or any Guarantor contained in any underwriting agreement, securities sales agreement or other similar agreement, if any, relating to an offering of such
Registrable Securities cease to be true and correct in all material respects or if the Company or any Guarantor receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction
or the initiation of any proceeding for such purpose, (5) of the happening of any event during the period a Registration Statement is effective that makes any statement made in such Registration Statement or the related Prospectus or any Free
Writing Prospectus untrue in any material respect or that requires the making of any changes in such Registration Statement or Prospectus or any Free Writing Prospectus in order to make the statements therein not misleading (in the case of the
Prospectus, in the light of the circumstances under which they were made) and (6) of any determination by the Company or any Guarantor that a post-effective amendment to a Registration Statement or any amendment or supplement to the Prospectus
or any Free Writing Prospectus would be appropriate; 
 (vii) use their commercially reasonable efforts to obtain the withdrawal of any
order suspending the effectiveness of a Registration Statement or, in the case of a Shelf Registration, the resolution of any objection of the SEC pursuant to Rule 401(g)(2) under the Securities Act, including by filing an amendment to such
Registration Statement on the proper form, as promptly as practicable and provide prompt notice to each Holder or Participating Holder of the withdrawal of any such order or such resolution; 

(viii) in the case of a Shelf Registration, furnish to each Participating Holder, without charge, at least one conformed copy of each
Registration Statement and any post-effective amendment thereto (without any documents incorporated therein by reference or exhibits thereto, unless requested in writing); 







 (ix) in the case of a Shelf Registration, cooperate with the Participating Holders to facilitate
the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends and enable such Registrable Securities to be issued in such denominations and registered in such names
(consistent with the provisions of the Indenture) as such Participating Holders may reasonably request at least one Business Day prior to the closing of any sale of Registrable Securities; 

(x) upon the occurrence of any event contemplated by Section 3(a)(vi)(5) hereof, use their commercially reasonable efforts to prepare and
file with the SEC a supplement or post-effective amendment to the applicable Exchange Offer Registration Statement or Shelf Registration Statement or the related Prospectus or any Free Writing Prospectus or any document incorporated therein by
reference or file any other required document so that, as thereafter delivered (or, to the extent permitted by law, made available) to purchasers of the Registrable Securities, such Prospectus or Free Writing Prospectus, as the case may be, will not
contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Company and the Guarantors shall notify
the Participating Holders (in the case of a Shelf Registration Statement) and the Initial Purchasers and any Participating Broker-Dealers known to the Company (in the case of an Exchange Offer Registration Statement) to suspend use of the Prospectus
or any Free Writing Prospectus as promptly as practicable after the occurrence of such an event, and such Participating Holders, such Participating Broker-Dealers and the Initial Purchasers, as applicable, hereby agree to suspend use of the
Prospectus or any Free Writing Prospectus, as the case may be, until the Company and the Guarantors have amended or supplemented the Prospectus or any such Free Writing Prospectus, as the case may be, to correct such misstatement or omission; 

(xi) a reasonable time prior to the filing of any Registration Statement, any Prospectus, any Free Writing Prospectus, any amendment to a
Registration Statement or amendment or supplement to a Prospectus or a Free Writing Prospectus or of any document that is to be incorporated by reference into a Registration Statement, a Prospectus or a Free Writing Prospectus after initial filing
of a Registration Statement, provide copies of such document to the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, to the Participating Holders and their counsel) and make such of the representatives of the
Company and the Guarantors as shall be reasonably requested by the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Participating Holders or their counsel) available for discussion of such document; and
the Company and the Guarantors shall not, at any time after initial filing of a Registration Statement, use or file any Prospectus, any Free Writing Prospectus, any amendment of or supplement to a Registration Statement or a Prospectus or a Free
Writing Prospectus, or any document that is to be incorporated by reference into a Registration Statement, a Prospectus or a Free Writing Prospectus, of which the Initial Purchasers and their counsel (and, in the case of a Shelf Registration
Statement, the Participating Holders and their counsel) shall not have previously been advised and furnished a copy or to which the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Participating Holders or
their counsel) shall reasonably object in writing within a reasonable amount of time after the receipt thereof; 







 (xii) obtain a CUSIP number for all Exchange Securities or Registrable Securities, as the case
may be, not later than the initial effective date of a Registration Statement; 
 (xiii) cause the Indenture to be qualified under the Trust
Indenture Act in connection with the registration of the Exchange Securities or Registrable Securities, as the case may be; cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be required for the Indenture to be
so qualified in accordance with the terms of the Trust Indenture Act; and execute, and use their commercially reasonable efforts to cause the Trustee to execute, all documents as may be required to effect such changes and all other forms and
documents required to be filed with the SEC to enable the Indenture to be so qualified in a timely manner; 
 (xiv) in the case of a Shelf
Registration, make available for inspection by a representative of the Participating Holders (an “Inspector”), any Underwriter participating in any disposition pursuant to such Shelf Registration Statement, one firm of attorneys and
one firm of accountants designated by Participating Holders holding a majority in aggregate principal amount of the Securities and any attorneys and accountants designated by such Underwriter, at reasonable times and in a reasonable manner, all
pertinent financial and other records, documents and properties of the Company and its subsidiaries, and cause the respective officers, directors and employees of the Company and the Guarantors to supply all information reasonably requested by any
such Inspector, Underwriter, attorney or accountant in connection with a Shelf Registration Statement; provided that if any such information is identified by the Company or any Guarantor as being confidential or proprietary, each Person
receiving such information shall take such actions as are reasonably necessary to protect the confidentiality of such information to the extent such action is otherwise not inconsistent with, an impairment of or in derogation of the rights and
interests of any Inspector, Holder or Underwriter; 
 (xv) if reasonably requested by any Participating Holder, promptly include in a
Prospectus supplement or post-effective amendment such information with respect to such Participating Holder as such Participating Holder reasonably requests to be included therein and make all required filings of such Prospectus supplement or such
post-effective amendment as soon as the Company has received notification of the matters to be so included in such filing; 
 (xvi) in the
case of a Shelf Registration, enter into such customary agreements and take all such other actions necessary or appropriate in connection therewith (including those requested by the Holders of a majority in aggregate principal amount of the
Registrable Securities covered by the Shelf Registration Statement) in order to expedite or facilitate the disposition of such Registrable Securities, including, but not limited to, an Underwritten Offering and in connection therewith, (1) to
the extent possible, make such representations and warranties to the Participating Holders and any Underwriters of such Registrable Securities with respect to the business of the Company and its subsidiaries and the Registration Statement,
Prospectus, any Free Writing Prospectus and documents incorporated by reference or deemed incorporated by reference, if any, in each case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings and
confirm the same if and when requested by any Participating Holder or Underwriter, (2) obtain opinions of counsel to the Company and the Guarantors (which counsel and opinions, in form, scope and substance, shall be reasonably satisfactory to
the Participating Holders and the Underwriters and their respective counsel) addressed to each Participating Holder and each Underwriter of Registrable Securities, covering 







 
the matters customarily covered in opinions requested in underwritten offerings, (3) obtain “comfort” letters from the independent registered public accountants of the Company and
the Guarantors (and, if necessary, any other registered public accountant of any subsidiary of the Company or any Guarantor, or of any business acquired by the Company or any Guarantor for which financial statements and financial data are or are
required to be included in the Registration Statement) addressed to each Participating Holder (to the extent permitted by applicable professional standards) and each Underwriter of Registrable Securities, in each case, such letters to be in
customary form and covering matters of the type customarily covered in “comfort” letters in connection with underwritten offerings of debt securities similar to the Securities, including, but not limited to, financial information contained
in any preliminary prospectus, Prospectus or Free Writing Prospectus and (4) deliver such documents and certificates as may be reasonably requested by the Holders of a majority in aggregate principal amount of the Registrable Securities being
sold or any Underwriter and which are customarily delivered in underwritten offerings of debt securities similar to the Securities, to evidence the continued validity of the representations and warranties of the Company and the Guarantors made
pursuant to clause (1) above and to evidence compliance with any customary conditions contained in an underwriting agreement; and 

(xvii) so long as any Registrable Securities remain outstanding, cause each Additional Guarantor, upon becoming a Guarantor, to execute a
counterpart to this Agreement in the form attached hereto as Annex A and to deliver such counterpart, together with an opinion of counsel as to the enforceability thereof against such entity, to the Initial Purchasers no later than five Business
Days following the execution thereof. 
 (b) In the case of a Shelf Registration Statement, the Company may require each Holder of
Registrable Securities to furnish to the Company a Notice and Questionnaire and such other information regarding such Holder and the proposed disposition by such Holder of such Registrable Securities as the Company and the Guarantors may from time
to time reasonably request in writing; provided that if such Holder fails to provide the requested information within 20 Business Days, the Company may exclude such Holder’s Registrable Securities from such Shelf Registration Statement
until a period of time after the information is provided as is reasonably necessary to permit the Company to review such information and, if applicable, amend or supplement such Shelf Registration Statement. 

(c) Each Participating Holder agrees that, upon receipt of any notice from the Company and the Guarantors of the happening of any event of the
kind described in Section 3(a)(vi)(3) or Section 3(a)(vi)(5) hereof, such Participating Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement until such Participating
Holder’s receipt of the copies of the supplemented or amended Prospectus and any Free Writing Prospectus contemplated by Section 3(a)(x) hereof and, if so directed by the Company and the Guarantors, such Participating Holder will deliver
to the Company and the Guarantors all copies in its possession, other than permanent file copies then in such Participating Holder’s possession, of the Prospectus and any Free Writing Prospectus covering such Registrable Securities that is
current at the time of receipt of such notice. 
 (d) If the Company and the Guarantors shall give any notice to suspend the disposition of
Registrable Securities pursuant to a Registration Statement, the Company and the 







 
Guarantors shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from and including the
date of the giving of such notice to and including the date on which the Holders of such Registrable Securities shall have received copies of the supplemented or amended Prospectus or any Free Writing Prospectus necessary to resume such
dispositions. The Company and the Guarantors may give any such notice only twice during any 365-day period and any such suspensions shall not exceed 30 days for each suspension and there shall not be more than two suspensions in effect during any
365-day period. 
 (e) The Participating Holders who desire to do so may sell such Registrable Securities in an Underwritten Offering. In
any such Underwritten Offering, the investment bank or investment banks and manager or managers (each, an “Underwriter”) that will administer the offering will be selected by the Holders of a majority in aggregate principal amount
of the Registrable Securities included in such Underwritten Offering. 
 4. Participation of Broker-Dealers in Exchange Offer.
(a) The Company has been advised that the Staff has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a
result of market-making or other trading activities (each, a “Participating Broker-Dealer”) may be deemed to be an “underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such Exchange Securities. 
 The Company and the Guarantors have been
advised that it is the Staff’s position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers
may resell the Exchange Securities without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered or, to the extent permitted by law, made available, by Participating
Broker-Dealers to purchasers to satisfy such Participating Broker-Dealers’ prospectus delivery obligation under the Securities Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise
meets the requirements of the Securities Act. 
 (b) In light of the above, and notwithstanding the other provisions of this Agreement, the
Company and the Guarantors agree to amend or supplement the Prospectus contained in the Exchange Offer Registration Statement for a period ending on the earlier of (i) 180 days after the last Exchange Date (as such period may be extended
pursuant to Section 3(d) hereof) and (ii) when all Participating Broker-Dealers have sold all of their Exchange Securities (if any) and the Exchange Offer has been completed, in order to expedite or facilitate the disposition of any
Exchange Securities by Participating Broker-Dealers consistent with the positions of the Staff recited in Section 4(a) above. The Company and the Guarantors further agree that Participating Broker-Dealers shall be authorized to deliver or, to
the extent permitted by law, make available such Prospectus during such period in connection with the resales contemplated by this Section 4. 

(c) The Initial Purchasers shall have no liability to the Company, any Guarantor or any Holder with respect to any request that they may make
pursuant to Section 4(b) hereof. 







 5. Indemnification and Contribution. (a) The Company and each Guarantor, jointly and
severally, agree to indemnify and hold harmless each Initial Purchaser and each Holder, their respective “affiliates” (within the meaning of Rule 405 under the Securities Act), directors and officers and each Person, if any, who controls
any Initial Purchaser or any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable
legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (1) any untrue statement or alleged
untrue statement of a material fact contained in any Registration Statement or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or
(2) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus, any Free Writing Prospectus or any “issuer information” (“Issuer Information”) filed or required to be filed
pursuant to Rule 433(d) under the Securities Act, or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading,
in each case, except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information
relating to any Initial Purchaser or information relating to any Holder furnished to the Company in writing through J.P. Morgan or any selling Holder, respectively, expressly for use therein. In connection with any Underwritten Offering permitted by
Section 3 hereof, the Company and the Guarantors, jointly and severally, will also indemnify the Underwriters, if any, selling brokers, dealers and similar securities industry professionals participating in the distribution, their respective
“affiliates” (within the meaning of Rule 405 under the Securities Act) and each Person who controls such Persons (within the meaning of the Securities Act and the Exchange Act) to the same extent as provided above with respect to the
indemnification of the Holders, if requested in connection with any Registration Statement, any Prospectus, any Free Writing Prospectus or any Issuer Information. 

(b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, the Guarantors, the Initial Purchasers and the
other selling Holders, the directors of the Company and the Guarantors, each officer of the Company and the Guarantors who signed the Registration Statement and each Person, if any, who controls the Company, the Guarantors, any Initial Purchaser and
any other selling Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims,
damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Holder furnished to the Company in
writing by such Holder expressly for use in any Registration Statement, any Prospectus and any Free Writing Prospectus. 
 (c) If any suit,
action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any Person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above,
such Person (the “Indemnified Person”) shall promptly notify the Person against whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the








 
Indemnifying Person shall not relieve it from any liability that it may have under paragraph (a) or (b) above except to the extent that it has been materially prejudiced (through the
forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than
under paragraph (a) or (b) above. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably
satisfactory to the Indemnified Person to represent the Indemnified Person and any others entitled to indemnification pursuant to this Section 5 that the Indemnifying Person may designate in such proceeding and shall pay the reasonable fees and
expenses of such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and
expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a
reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those
available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel
would be inappropriate due to actual or potential differing interests between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for
the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred. Any such separate firm (x) for any Initial
Purchaser, its “affiliates” (within the meaning of Rule 405 under the Securities Act), directors and officers and any control Persons of such Initial Purchaser shall be designated in writing by J.P. Morgan, (y) for any Holder, its
directors and officers and any control Persons of such Holder shall be designated in writing by the Majority Holders and (z) in all other cases shall be designated in writing by the Company. The Indemnifying Person shall not be liable for any
settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or
liability by reason of such settlement or judgment. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or
could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (A) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to
such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (B) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified
Person. 
 (d) If the indemnification provided for in paragraphs (a) and (b) above is unavailable to an Indemnified Person or
insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable
by such 







 
Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the
Guarantors from the offering of the Securities and the Exchange Securities, on the one hand, and by the Holders from receiving Securities or Exchange Securities registered under the Securities Act, on the other hand, or (ii) if the allocation
provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and the Guarantors on the one
hand and the Holders on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Company and the
Guarantors on the one hand and the Holders on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates
to information supplied by the Company and the Guarantors or by the Holders, as applicable, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. 

(e) The Company, the Guarantors and the Holders each agree that it would not be just and equitable if contribution pursuant to this
Section 5 were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in
paragraph (d) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above,
any legal or other expenses incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of this Section 5, in no event shall a Holder be required to contribute any amount in excess of the
amount by which the total price at which the Securities or Exchange Securities sold by such Holder exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The
Holders’ obligations to contribute pursuant to this Section 5 are several and not joint. 
 (f) The remedies provided for in this
Section 5 are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Indemnified Person at law or in equity. 

(g) The indemnity and contribution provisions contained in this Section 5 shall remain operative and in full force and effect regardless
of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of the Initial Purchasers or any Holder or any Person controlling any Initial Purchaser or any Holder or by or on behalf of the Company or the Guarantors
or the officers or directors of or any Person controlling the Company or the Guarantors, (iii) acceptance of any of the Exchange Securities and (iv) any sale of Registrable Securities pursuant to a Shelf Registration Statement. 

6. General. 







 (a) No Inconsistent Agreements. The Company and the Guarantors represent, warrant and
agree that (i) the rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of any other outstanding securities issued or guaranteed by the Company or any Guarantor
under any other agreement and (ii) neither the Company nor any Guarantor has entered into, or on or after the date of this Agreement will enter into, any agreement that is inconsistent with the rights granted to the Holders of Registrable
Securities in this Agreement or otherwise conflicts with the provisions hereof. 
 (b) Amendments and Waivers. The provisions of this
Agreement, including the provisions of this sentence, may not be amended, modified or supplemented and waivers or consents to departures from the provisions hereof may not be given unless the Company and the Guarantors have obtained the written
consent of Holders of at least majority in aggregate principal amount of the outstanding Registrable Securities affected by such amendment, modification, supplement, waiver or consent; provided that no amendment, modification, supplement,
waiver or consent to any departure from the provisions of Section 5 hereof shall be effective as against any Holder of Registrable Securities unless consented to in writing by such Holder. Any amendments, modifications, supplements, waivers or
consents pursuant to this Section 6(b) shall be by a writing executed by each of the parties hereto. 
 (c) Notices. All notices
and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, telecopier, or any courier guaranteeing overnight delivery (i) if to a Holder, at the most current address
given by such Holder to the Company by means of a notice given in accordance with the provisions of this Section 6(c), which address initially is, with respect to the Initial Purchasers, the address set forth in the Purchase Agreement;
(ii) if to the Company and the Guarantors, initially at the Company’s address set forth in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c);
and (iii) to such other persons at their respective addresses as provided in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c). All such notices and
communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged, if telecopied; and on the
next Business Day if timely delivered to an air courier guaranteeing overnight delivery. Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee, at the address
specified in the Indenture. 
 (d) Successors and Assigns. This Agreement shall inure to the benefit of, and be binding upon, the
successors, assigns and transferees of each of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided that nothing herein shall be deemed to permit any assignment, transfer or
other disposition of Registrable Securities in violation of the terms of the Purchase Agreement, the Securities Act, or the Indenture. If any transferee of any Holder shall acquire Registrable Securities in any manner, whether by operation of law or
otherwise, such Registrable Securities shall be held subject to all the terms of this Agreement, and by taking and holding such Registrable Securities such Person shall be conclusively deemed to have agreed to be bound by, and to perform all of the
terms and provisions of, this Agreement and such Person shall be entitled to receive the benefits hereof. 







 
The Initial Purchasers (in their capacity as Initial Purchasers) shall have no liability or obligation to the Company or the Guarantors with respect to any failure by a Holder to comply with, or
any breach by any Holder of, any of the obligations of such Holder under this Agreement. 
 (e) Third Party Beneficiaries. Each
Holder shall be a third party beneficiary to the agreements made hereunder between the Company and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the
extent it deems such enforcement necessary or advisable to protect its rights or the rights of other Holders hereunder. 
 (f)
Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto 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. 
 (g) Headings. The headings in this Agreement are for convenience of reference only, are not a part of
this Agreement and shall not limit or otherwise affect the meaning hereof. 
 (h) Governing Law. This Agreement, and any claim,
controversy or dispute arising under or related to this Agreement, shall be governed by, and construed in accordance with, the laws of the State of New York. 

(j) Entire Agreement; Severability. This Agreement contains the entire agreement between the parties relating to the subject matter
hereof and supersedes all oral statements and prior writings with respect thereto. If any term, provision, covenant or restriction contained in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable or
against public policy, the remainder of the terms, provisions, covenants and restrictions contained herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated. The Company, the Guarantors and the Initial
Purchasers shall endeavor in good faith negotiations to replace the invalid, void or unenforceable provisions, if any, with valid provisions the economic effect of which comes as close as possible to that of such invalid, void or unenforceable
provisions. 
 [Signature Pages to Follow] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

  

			
	U.S. CONCRETE, INC.
		
	By:	 	 /s/ William J. Sandbrook

	Name:	 	William J. Sandbrook
	Title:	 	President and Chief Executive Officer
	
	CUSTOM-CRETE, LLC
	REDI-MIX, LLC
		
	By:	 	 /s/ William J. Sandbrook

	Name:	 	William J. Sandbrook
	Title:	 	Vice President
	
	OUTRIGGER, LLC
		
	By:	 	 /s/ William J. Sandbrook

	Name:	 	William J. Sandbrook
	Title:	 	President









 
			
	 HAMBURG QUARRY LIMITED LIABILITY COMPANY

		
	By:	 	 /s/ Kevin R. Kohutek

	Name:	 	Kevin R. Kohutek
	Title:	 	President


  

					
		 		 	 160 EAST 22ND TERMINAL LLC

		 		 	 AGGREGATE & CONCRETE TESTING, LLC

		 		 	 COLONIAL CONCRETE CO.

		 		 	 EASTERN CONCRETE MATERIALS, INC.

		 		 	 FERRARA BROS., LLC

		 		 	 FERRARA WEST LLC

		 		 	 LOCAL CONCRETE SUPPLY & EQUIPMENT, LLC

		 		 	 MASTER MIX CONCRETE, LLC

		 		 	 MASTER MIX, LLC

		 		 	 MG, LLC

		 		 	 NEW YORK SAND & STONE, LLC

		 		 	 NYC CONCRETE MATERIALS, LLC

		 		 	 PEBBLE LANE ASSOCIATES, LLC

		 		 	 PREMCO ORGANIZATION, INC.

		 		 	 SUPERIOR CONCRETE MATERIALS, INC.

		 		 	 USC ATLANTIC, INC.



 

			
	By:	 	 /s/ Kevin R. Kohutek

	Name:	 	Kevin R. Kohutek
	Title:	 	Vice President









 
			
	 YARDARM, LLC

		
	By:	 	 /s/ Paul M. Jolas

	Name:	 	Paul M. Jolas
	Title:	 	Secretary










					
		 		 	 ALBERTA INVESTMENTS, INC.

		 		 	 ALLIANCE HAULERS, INC.

		 		 	 ATLAS REDI-MIX, LLC

		 		 	 ATLAS-TUCK CONCRETE, INC.

		 		 	 BEALL CONCRETE ENTERPRISES, LLC

		 		 	 BEALL INDUSTRIES, INC.

		 		 	 BEALL INVESTMENT CORPORATION, INC.

		 		 	 BEALL MANAGEMENT, INC.

		 		 	 CUSTOM-CRETE REDI-MIX, LLC

		 		 	 REDI-MIX CONCRETE, L.P.

		 		 	 REDI-MIX GP, LLC

		 		 	 RIGHT AWAY REDY MIX INCORPORATED

		 		 	 ROCK TRANSPORT, INC.

		 		 	 TITAN CONCRETE INDUSTRIES, INC.

		 		 	 USC PAYROLL, INC.

		 		 	 U.S. CONCRETE ON-SITE, INC.


  

			
	By:	 	 /s/ Ronnie Pruitt

	Name:	 	Ronnie Pruitt
	Title:	 	President










					
		 		 	 AMERICAN CONCRETE PRODUCTS, INC.

		 		 	 BODE CONCRETE LLC

		 		 	 BODE GRAVEL CO.

		 		 	 BRECKENRIDGE READY MIX, INC.

		 		 	 CENTRAL CONCRETE SUPPLY CO., INC.

		 		 	 CENTRAL PRECAST CONCRETE, INC.

		 		 	 INGRAM CONCRETE, LLC

		 		 	 KURTZ GRAVEL COMPANY

		 		 	 RIVERSIDE MATERIALS, LLC

		 		 	 SAN DIEGO PRECAST CONCRETE, INC.

		 		 	 SIERRA PRECAST, INC.

		 		 	 SMITH PRE-CAST, INC.


  

			
		
	By:	 	 /s/ Ronnie Pruitt

	Name:	 	Ronnie Pruitt
	Title:	 	Vice President


  

					
		 		 	 CONCRETE XXXIV ACQUISITION, INC.

		 		 	 CONCRETE XXXV ACQUISITION, INC.

		 		 	 CONCRETE XXXVI ACQUISITION, INC.

		 		 	 USC MANAGEMENT CO., LLC

		 		 	 USC TECHNOLOGIES, INC.

		 		 	 U.S. CONCRETE TEXAS HOLDINGS,
INC.


  

			
	By:	 	 /s/ Ronnie Pruitt

	Name:	 	Ronnie Pruitt
	Title:	 	Treasurer









 Confirmed and accepted as of the date first above written: 

 

			
	J.P. MORGAN SECURITIES LLC
	
	 For itself and on behalf of the

several Initial Purchasers

		
	By	 	     /s/ Brian Tramontozzi

		 	         Authorized Signatory








 Schedule 1 

Initial Guarantors 
 160 East 22nd
Terminal LLC 
 Aggregate & Concrete Testing, LLC 

Alberta Investments, Inc. 
 Alliance Haulers, Inc. 

American Concrete Products, Inc. 
 Atlas Redi-Mix, LLC 

Atlas-Tuck Concrete, Inc. 
 Beall Concrete Enterprises, LLC 

Beall Industries, Inc. 
 Beall Investment Corporation, Inc. 

Beall Management, Inc. 
 Bode Concrete LLC 

Bode Gravel Co. 
 Breckenridge Ready Mix, Inc. 

Central Concrete Supply Co., Inc. 
 Central Precast Concrete, Inc.

 Colonial Concrete Co. 
 Concrete XXXIV Acquisition, Inc. 

Concrete XXXV Acquisition, Inc. 
 Concrete XXXVI Acquisition, Inc.

 Custom-Crete, LLC 
 Custom-Crete Redi-Mix, LLC 

Eastern Concrete Materials, Inc. 
 Ferrara Bros., LLC 

Ferrara West LLC 
 Hamburg Quarry Limited Liability Company 

Ingram Concrete, LLC 
 Kurtz Gravel Company 

Local Concrete Supply & Equipment, LLC 
 Master Mix, LLC

 Master Mix Concrete, LLC 
 MG, LLC 

New York Sand & Stone, LLC 
 NYC Concrete Materials, LLC

 Outrigger, LLC 
 Pebble Lane Associates, LLC 

Premco Organization, Inc. 
 Redi-Mix Concrete, L.P. 

Redi-Mix GP, LLC 
 Redi-Mix, LLC 

Right Away Redy Mix Incorporated 
 Riverside Materials, LLC 







 Rock Transport, Inc. 

San Diego Precast Concrete, Inc. 
 Sierra Precast, Inc. 

Smith Pre-Cast, Inc. 
 Superior Concrete Materials, Inc. 

Titan Concrete Industries, Inc. 
 USC Atlantic, Inc. 

USC Management Co., LLC 
 USC Payroll, Inc. 

USC Technologies, Inc. 
 U.S. Concrete On-Site, Inc. 

U.S. Concrete Texas Holdings, Inc. 
 Yardarm, LLC 







 Annex A 

Counterpart to Registration Rights Agreement 

The undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor (as defined in the Registration Rights Agreement,
dated June 7, 2016 by and among U.S. Concrete, Inc., a Delaware corporation, the guarantors party thereto and J.P. Morgan Securities LLC, on behalf of itself and the other Initial Purchasers) to be bound by the terms and provisions of such
Registration Rights Agreement. 
 IN WITNESS WHEREOF, the undersigned has executed this counterpart as of
                    , 201    . 
  

			
	[GUARANTOR]
		
	By	 	  

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