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EXECUTION VERSION   First Amendment to First Amended and Restated   Loan and Security Agreement   #28802428_v4   FIRST AMENDMENT TO FIRST AMENDED AND RESTATED    LOAN AND SECURITY AGREEMENT   THIS FIRST AMENDMENT TO FIRST AMENDED AND RESTATED LOAN   AND SECURITY AGREEMENT (this “Amendment”) is made and entered into as of May 14,   2014, by and among ALLIANCE HAULERS, INC., a Texas corporation (“Alliance”),   ATLAS-TUCK CONCRETE, INC., an Oklahoma corporation (“Atlas”), BODE CONCRETE   LLC, a California limited liability company (“Bode Concrete”), BODE GRAVEL CO., a   California corporation (“Bode Gravel”), BRECKENRIDGE READY MIX, INC., a Texas   corporation (“Breckenridge”), CENTRAL CONCRETE SUPPLY CO., INC., a California   corporation (“Central Concrete”), CENTRAL PRECAST CONCRETE, INC., a California   corporation (“Central Precast”), EASTERN CONCRETE MATERIALS, INC., a New Jersey   corporation (“Eastern”), INGRAM CONCRETE, LLC, a Texas limited liability company   (“Ingram”), KURTZ GRAVEL COMPANY, a Michigan corporation (“Kurtz”), LOCAL   CONCRETE SUPPLY & EQUIPMENT, LLC, a Delaware limited liability company   (“Local”), MASTER MIX, LLC, a Delaware limited liability company (“Master”), PEBBLE   LANE ASSOCIATES, LLC, a Delaware limited liability company (“Pebble”), REDI-MIX,   LLC, a Texas limited liability company (“Redi-Mix”), RIVERSIDE MATERIALS, LLC, a   Delaware limited liability company (“Riverside”), SAN DIEGO PRECAST CONCRETE,   INC., a Delaware corporation (“San Diego”), SMITH PRE-CAST, INC., a Delaware   corporation (“Smith”), SUPERIOR CONCRETE MATERIALS, INC., a District of Columbia   corporation (“Superior”), USC TECHNOLOGIES, INC., a Delaware corporation (“USC”),   U.S. CONCRETE ON-SITE, INC., a Delaware corporation (“On-Site”), and U.S.   CONCRETE, INC., a Delaware corporation, (“US Concrete”, and together with Alliance, Atlas,   Bode Concrete, Bode Gravel, Breckenridge, Central Concrete, Central Precast, Eastern, Ingram,   Kurtz, Local, Master, Pebble, Redi-Mix, Riverside, San Diego, Smith, Superior, USC and On-   Site, collectively, “Borrowers”), the Guarantors listed on the signature pages hereto, the   Required Lenders, and BANK OF AMERICA, N.A., a national banking association, as agent   for the Lenders (“Agent”).   RECITALS   A. Borrowers, Guarantors, Agent and the Lenders are party to that certain First   Amended and Restated Loan and Security Agreement, dated as of October 29, 2013 (as   amended, restated, extended, supplemented or otherwise modified from time to time, the “Loan   Agreement”), pursuant to which the Lenders made available to Borrowers Revolver   Commitments in an aggregate principal amount of up to $125,000,000.   B. Borrowers have requested certain amendments to the Loan Agreement.   C. Agent and the Required Lenders are willing to amend the Loan Agreement   pursuant to this Amendment, all upon the terms and subject to the conditions set forth herein.   NOW, THEREFORE, in consideration of the premises herein contained and other good   and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the   parties, intending to be legally bound, agree as follows:     





 







   2   First Amendment to First Amended and Restated   Loan and Security Agreement   #28802428_v4   AGREEMENT   ARTICLE I.   Definitions   1.01 Capitalized terms used in this Amendment are defined in the Loan Agreement, as   amended hereby, unless otherwise stated.   ARTICLE II.   Amendments   2.01 Amendment to Section 1.1 of the Loan Agreement.  As of the Effective Date,   Section 1.1 of the Loan Agreement is hereby amended by inserting therein the defined term set   forth below in the appropriate alphabetical order:   “Stock Redemption Conditions:  with respect to any Distribution pursuant to   clause (viii) of Section 10.2.3(a), the following conditions: (a) no Default or Event of   Default exists and is continuing or would result on a pro forma basis immediately after   giving effect to such Distribution; (b) such stock redemption is paid with cash on hand of   US Concrete; (c) the aggregate consideration of all stock redemptions permitted under   clause (viii) of Section 10.2.3(a) shall not be greater than $50,000,000; and (d) there shall   be no Revolver Loans outstanding immediately prior to and after giving effect to such   Distribution.”   2.02 Amendment to Section 1.1 of the Loan Agreement.  As of the Effective Date,   Section 1.1 of the Loan Agreement is hereby amended by amending and restating therein the   defined term set forth below to read as set forth below:   “Fixed Charges:  the sum of cash interest expense, cash principal payments   (including payments permitted pursuant to Section 10.2.7) made on Borrowed Money   (other than (i) the Revolver Loans and (ii) Debt refinanced with Refinancing Debt), cash   Distributions (other than Upstream Payments) made, and cash federal income taxes paid   net of any refunds (but in each case excluding amounts taken into account in determining   EBITDA other than those specifically included by this definition); provided, however, (a)   solely for purposes of calculating the Fixed Charge Coverage Ratio pursuant to Section   10.3.1 (and not for the purposes of calculating the Fixed Charge Coverage Ratio in   connection with any other provision of this Agreement, including, without limitation, the   definitions of “Distribution Conditions”, “Permitted Acquisition”, and “Prepayment   Conditions”), Fixed Charges shall exclude from the calculation thereof any payments of   the Convertible Notes made pursuant to and in accordance with clause (iii) of Section   10.2.7, and any repurchase or retirement of warrants existing as of the Closing Date   pursuant to and in accordance with clause (vii) of Section 10.2.3(a), and (b) for purposes   of calculating the Fixed Charge Coverage Ratio pursuant to Section 10.3.1 and pursuant   to any other provision of this Agreement, including, without limitation, the definitions of   “Distribution Conditions”, “Permitted Acquisition”, and “Prepayment Conditions”, Fixed   Charges shall exclude from the calculation thereof any stock redemptions by US   Concrete pursuant to and in accordance with clause (viii) of Section 10.2.3(a).”     





 







   3   First Amendment to First Amended and Restated   Loan and Security Agreement   #28802428_v4   2.03 Amendment to Section 10.2.3 of the Loan Agreement.  As of the Effective   Date, Section 10.2.3 of the Loan Agreement is hereby amended and restated to read as follows:    “10.2.3. Distributions; Upstream Payments.  (a) Declare or make any   Distributions, except (i) Upstream Payments; (ii) US Concrete may declare and pay   Distributions with respect to its common stock payable solely in additional shares of its   common stock and with respect to its preferred stock, payable solely in additional shares   of such preferred stock, in shares of its common stock or an increase in liquidation   volume; (iii) US Concrete may make Distributions, not exceeding $5,000,000 during any   Fiscal Year, pursuant to and in accordance with stock option plans or other benefit plans   for management or employees of US Concrete and its Subsidiaries; (iv) a Borrower may   make payments in cash or issue notes to former employees, officers or directors of such   Borrower in connection with the redemption or repurchase of Equity Interests in such   Borrower from such former employees, officers or directors upon termination of   employment with such Borrower or their death or disability in an aggregate amount not to   exceed $1,500,000 and provided such notes are subordinate to the Obligations in form   and substance reasonably acceptable to the Agent; (v) Subsidiaries may make   Distributions ratably with respect to their Equity Interests; (vi) Distributions in respect of   fractional shares; (vii) other Distributions (including the repurchase or retirement of   warrants existing as of the Closing Date with respect to US Concrete’s Equity Interests)   so long as all of the Distribution Conditions are satisfied with respect thereto; and (viii)   Distributions in connection with US Concrete’s purchase or redemption of its Equity   Interests so long as all of the Stock Redemption Conditions are satisfied with respect   thereto, or (b) create or suffer to exist any encumbrance or restriction on the ability of a   Subsidiary to make any Upstream Payment, except for restrictions under the Loan   Documents, under Applicable Law, in effect on the Closing Date as shown on Schedule   9.1.15 or under an agreement permitted under Section 10.2.13.”   ARTICLE III.   Conditions Precedent   3.01 Conditions to Effectiveness.  The effectiveness of this Amendment is subject to   the satisfaction of the following conditions precedent in a manner and pursuant to executed   documentation satisfactory to Agent and the Required Lenders (the date on which all such   conditions are satisfied being the “Effective Date”):   (a) Agent shall have received this Amendment, duly executed by each of the   Obligors.   (b) Obligors shall have paid all fees and expenses to be paid to Agent and   Lenders in accordance with the terms hereof.   (c) The representations and warranties contained herein and in the Loan   Agreement and the other Loan Documents, as each is amended hereby, shall be true and   correct in all material respects as of the date hereof, as if made on the date hereof, except   for those representations and warranties specifically made as of an earlier date, which   shall be true and correct in all material respects as of such earlier date.     





 







   4   First Amendment to First Amended and Restated   Loan and Security Agreement   #28802428_v4   (d) After giving effect to this Amendment, no Default or Event of Default   shall have occurred and be continuing.   (e) All organizational proceedings taken in connection with the transactions   contemplated by this Amendment and all documents, instruments and other legal matters   incident thereto shall be reasonably satisfactory to Agent and each Required Lender and   their respective legal counsel.   ARTICLE IV.   Ratifications, Representations and Warranties   4.01 Ratifications.  The terms and provisions set forth in this Amendment shall   modify and supersede all inconsistent terms and provisions set forth in the Loan Agreement and   the other Loan Documents, and, except as expressly modified and superseded by this   Amendment, the terms and provisions of the Loan Agreement and the other Loan Documents are   ratified and confirmed and shall continue in full force and effect.  Each Obligor, Agent and each   Lender agree that the Loan Agreement and the other Loan Documents, as amended hereby, shall   continue to be legal, valid, binding and enforceable in accordance with their respective terms.   4.02 Representations and Warranties.  Each Obligor hereby represents and warrants   to Agent and Lenders that: (a) the execution, delivery and performance of this Amendment and   any and all other Loan Documents executed and/or delivered in connection herewith have been   authorized by all requisite organizational action on the part of such Obligor and will not violate   the organizational or governing documents of such Obligor; (b) the representations and   warranties contained in the Loan Agreement, as amended hereby, and any other Loan Document   are true and correct in all material respects on and as of the date hereof, except for those   representations and warranties specifically made as of an earlier date, which shall be true and   correct in all material respects as of such earlier date; (c) no Default or Event of Default under   the Loan Agreement, as amended hereby, has occurred and is continuing; and (d) each Obligor is   in compliance with all covenants and agreements contained in the Loan Agreement and the other   Loan Documents, as amended hereby.   ARTICLE V.   Miscellaneous Provisions   5.01 Survival of Representations and Warranties.  All representations and   warranties made in the Loan Agreement or any other Loan Document, including, without   limitation, any document furnished in connection with this Amendment, shall survive the   execution and delivery of this Amendment and the other Loan Documents, and no investigation   by Agent or any Lender or any closing shall affect the representations and warranties or the right   of Agent or Lenders to rely upon them.   5.02 Reference to Loan Agreement.  Each of the Loan Agreement and the other Loan   Documents, and any and all other Loan Documents, documents or instruments now or hereafter   executed and delivered pursuant to the terms hereof or pursuant to the terms of the Loan   Agreement, as amended hereby, are hereby amended so that any reference in the Loan   Agreement and such other Loan Documents to the Loan Agreement shall mean a reference to the     





 







   5   First Amendment to First Amended and Restated   Loan and Security Agreement   #28802428_v4   Loan Agreement, as amended hereby, and any reference in the Loan Agreement and such other   Loan Documents to any other Loan Document amended by the provisions of this Amendment   shall mean a reference to such other Loan Documents, as amended hereby.   5.03 Expenses of Lender.  As provided in the Loan Agreement, each Obligor agrees   to pay on demand all costs and out-of-pocket expenses incurred by Agent or any Lender in   connection with the preparation, negotiation, and execution of this Amendment and the other   Loan Documents executed pursuant hereto and any and all amendments, modifications, and   supplements thereto, including, without limitation, the costs and fees of Agent and each Lender’s   legal counsel, and all costs and out-of-pocket expenses incurred by Agent or any Lender in   connection with the enforcement or preservation of any rights under the Loan Agreement, as   amended hereby, or any other Loan Documents, including, without, limitation, the costs and fees   of Agent’s and Lender’s legal counsel and consultants.   5.04 Severability.  Any provision of this Amendment held by a court of competent   jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this   Amendment and the effect thereof shall be confined to the provision so held to be invalid or   unenforceable.   5.05 Successors and Assigns.  This Amendment is binding upon and shall inure to the   benefit of Agent and Lenders and each Obligor and their respective successors and assigns,   except that no Obligor may assign or transfer any of its rights or obligations hereunder without   the prior written consent of Agent and Lenders.   5.06 Counterparts.  This Amendment may be executed in one or more counterparts,   each of which when so executed shall be deemed to be an original, but all of which when taken   together shall constitute one and the same instrument.  Delivery of a signature page of this   Amendment by facsimile or other electronic means shall be effective as delivery of a manually   executed counterpart hereof.   5.07 Effect of Waiver.  No consent or waiver, express or implied, by Agent or   Lenders to or for any breach of or deviation from any covenant or condition by any Obligor shall   be deemed a consent to or waiver of any other breach of the same or any other covenant,   condition or duty.   5.08 Headings.  The headings, captions, and arrangements used in this Amendment are   for convenience only and shall not affect the interpretation of this Amendment.   5.09 Applicable Law.  This Agreement and all other Loan Documents executed   pursuant hereto shall be deemed to have been made and to be performable in and shall be   governed by and construed in accordance with the laws of the Texas.     5.10 Final Agreement.  THE LOAN AGREEMENT AND THE OTHER LOAN   DOCUMENTS, EACH AS AMENDED HEREBY, REPRESENT THE ENTIRE EXPRESSION   OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF ON THE DATE   THIS AMENDMENT IS EXECUTED.  THE LOAN AGREEMENT AND THE OTHER LOAN   DOCUMENTS, AS AMENDED HEREBY, MAY NOT BE CONTRADICTED BY     





 







   6   First Amendment to First Amended and Restated   Loan and Security Agreement   #28802428_v4   EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS   OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN   THE PARTIES.  NO MODIFICATION, RESCISSION, WAIVER, RELEASE OR   AMENDMENT OF ANY PROVISION OF THIS AMENDMENT SHALL BE MADE,   EXCEPT BY A WRITTEN AGREEMENT SIGNED BY EACH OBLIGOR, AGENT AND   REQUIRED LENDERS (AND SUCH OTHER LENDERS AS REQUIRED PURSUANT TO   SECTION 15.1 OF THE LOAN AGREEMENT).   5.11 Release.  EACH OBLIGOR HEREBY ACKNOWLEDGES THAT AS OF   THE DATE HEREOF IT HAS NO DEFENSE, COUNTERCLAIM, OFFSET, CROSS   COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER   THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF   ITS LIABILITY TO REPAY THE “OBLIGATIONS” OR TO SEEK AFFIRMATIVE   RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM ANY LENDER.  EACH   OBLIGOR HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND   FOREVER DISCHARGES AGENT AND EACH LENDER AND THEIR RESPECTIVE   PREDECESSORS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS, FROM   ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES,   COSTS, EXPENSES, AND LIABILITIES (INCLUDING ALL STRICT LIABILITIES)   WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED,   SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT   LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE   THE DATE OF THIS AMENDMENT, WHICH ANY OBLIGOR MAY NOW OR   HEREAFTER HAVE AGAINST AGENT OR ANY LENDER OR ANY OF THEIR   RESPECTIVE PREDECESSORS, AGENTS, EMPLOYEES, SUCCESSORS AND   ASSIGNS, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE   OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR   OTHERWISE, TO THE EXTENT ARISING FROM ANY “LOANS,” INCLUDING,   WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING,   RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE   HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND   REMEDIES UNDER THE LOAN AGREEMENT OR ANY OTHER LOAN   DOCUMENT, AND NEGOTIATION FOR AND EXECUTION OF THIS AMENDMENT.    EACH OBLIGOR  WAIVES THE BENEFITS OF ANY LAW, WHICH MAY PROVIDE   IN SUBSTANCE: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH   THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN ITS FAVOR AT   THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY IT MUST   HAVE MATERIALLY AFFECTED ITS SETTLEMENT WITH THE DEBTOR.” EACH   OBLIGOR UNDERSTANDS THAT THE FACTS WHICH IT BELIEVES TO BE TRUE   AT THE TIME OF MAKING THE RELEASE PROVIDED FOR HEREIN MAY LATER   TURN OUT TO BE DIFFERENT THAN IT NOW BELIEVES, AND THAT   INFORMATION WHICH IS NOT NOW KNOWN OR SUSPECTED MAY LATER BE   DISCOVERED.  EACH OBLIGOR ACCEPTS THIS POSSIBILITY, AND EACH OF   THEM ASSUMES THE RISK OF THE FACTS TURNING OUT TO BE DIFFERENT   AND NEW INFORMATION BEING DISCOVERED; AND EACH OF THEM FURTHER   AGREES THAT THE RELEASE PROVIDED FOR HEREIN SHALL IN ALL     





 







   7   First Amendment to First Amended and Restated   Loan and Security Agreement   #28802428_v4   RESPECTS CONTINUE TO BE EFFECTIVE AND NOT SUBJECT TO TERMINATION   OR RESCISSION BECAUSE OF ANY DIFFERENCE IN SUCH FACTS OR ANY NEW   INFORMATION.         [Signature pages follow.]     





 







   [SIGNATURE PAGE TO FIRST AMENDMENT TO FIRST AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT]      #28802428   IN WITNESS WHEREOF, this Amendment has been executed on the date first written   above, to be effective as the respective date set forth above.    BORROWERS:      U.S. CONCRETE, INC.         By:  /s/ Paul M. Jolas       Paul M. Jolas                Vice President, General Counsel and                                 Corporate Secretary      ALLIANCE HAULERS, INC.    ATLAS-TUCK CONCRETE, INC.     BODE CONCRETE LLC    BODE GRAVEL CO.   BRECKENRIDGE READY MIX, INC.    CENTRAL CONCRETE SUPPLY CO., INC.    CENTRAL PRECAST CONCRETE, INC.     EASTERN CONCRETE MATERIALS, INC.     INGRAM CONCRETE, LLC    KURTZ GRAVEL COMPANY    LOCAL CONCRETE SUPPLY &   EQUIPMENT, LLC    MASTER MIX, LLC    PEBBLE LANE ASSOCIATES, LLC    REDI-MIX, LLC    RIVERSIDE MATERIALS, LLC    SAN DIEGO PRECAST CONCRETE, INC.     SMITH PRE-CAST, INC.     SUPERIOR CONCRETE MATERIALS, INC.     USC TECHNOLOGIES, INC.    U.S. CONCRETE ON-SITE, INC.         By:  /s/ Paul M. Jolas       Paul M. Jolas                Vice President, General Counsel and                                 Corporate Secretary                      





 







   [SIGNATURE PAGE TO FIRST AMENDMENT TO FIRST AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT]      #28802428       GUARANTORS:      ALBERTA INVESTMENTS, INC.    AMERICAN CONCRETE PRODUCTS, INC.    ATLAS REDI-MIX, LLC    BEALL CONCRETE ENTERPRISES, LLC    BEALL INDUSTRIES, INC.     BEALL INVESTMENT CORPORATION,   INC.     BEALL MANAGEMENT, INC.     CONCRETE ACQUISITION IV, LLC    CONCRETE ACQUISITION V, LLC    CONCRETE ACQUISITION VI, LLC    CONCRETE XXXIV ACQUISITION, INC.     CONCRETE XXXV ACQUISITION, INC.     CONCRETE XXXVI ACQUISITION, INC.     HAMBURG QUARRY LIMITED LIABILITY   COMPANY    MASTER MIX CONCRETE, LLC    MG, LLC    NYC CONCRETE MATERIALS, LLC    REDI-MIX CONCRETE, L.P.    REDI-MIX GP, LLC    SIERRA PRECAST, INC.     TITAN CONCRETE INDUSTRIES, INC.     USC ATLANTIC, INC.    USC MANAGEMENT CO., LLC    USC PAYROLL, INC.     U.S. CONCRETE TEXAS HOLDINGS, INC.         By:   /s/ Paul M. Jolas       Paul M. Jolas                Vice President, General Counsel and                                 Corporate Secretary               





 







   [SIGNATURE PAGE TO FIRST AMENDMENT TO FIRST AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT]      #28802428       AGENT AND LENDERS:      BANK OF AMERICA, N.A.,   as Agent and a Lender         By:     /s/ Hance VanBeber                Hance VanBeber              Senior Vice President                  





 







   [SIGNATURE PAGE TO FIRST AMENDMENT TO FIRST AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT]      #28802428       CAPITAL ONE BUSINESS CREDIT CORP.,   as a Lender      By:    /s/ Lawrence Cannariato              Lawrence Cannariato             Vice President                   





 







   [SIGNATURE PAGE TO FIRST AMENDMENT TO FIRST AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT]      #28802428       UNION BANK, N.A.,   as a Lender      By:        /s/ Adrian Avalos       Adrian Avalos                Vice President