B FORM OF ASSIGNMENT AND ASSUMPTION EXHIBIT C FORM OF COMMITTED LOAN NOTICE
EXHIBIT D FORM OF NOTICE OF LOAN PREPAYMENT EXHIBIT E FORM OF PROMISSORY NOTE
EXHIBIT F FORM OF PERFECTION CERTIFICATE AND SUPPLEMENT EXHIBIT G FORM OF U.S.
TAX COMPLIANCE CERTIFICATES EXHIBIT H FORM OF SOLVENCY CERTIFICATE EXHIBIT I
FORM OF COMPLIANCE CERTIFICATE EXHIBIT J FORM OF CLOSING CERTIFICATE EXHIBIT K
FORM OF MORTGAGE EXHIBIT L AUCTION PROCEDURES SCHEDULE 1.1 LENDERS' COMMITMENTS
SCHEDULE 1.2 GUARANTORS SCHEDULE 1.3 INVESTMENTS SCHEDULE 1.4 UNRESTRICTED
SUBSIDIARIES SCHEDULE 1.5 INITIAL QUARRY PROPERTIES SCHEDULE 1.6 INITIAL
NON-QUARRY PROPERTIES SCHEDULE 5.1 ORGANIZATION AND QUALIFICATION SCHEDULE 5.4
CAPITAL STRUCTURE SCHEDULE 5.8 SURETY OBLIGATIONS SCHEDULE 5.9 TAXES SCHEDULE
5.11 INTELLECTUAL PROPERTY SCHEDULE 5.14 ENVIRONMENTAL LAWS SCHEDULE 5.15
BURDENSOME CONTRACTS SCHEDULE 5.16 LITIGATION SCHEDULE 5.18 ERISA MATTERS
SCHEDULE 5.20 LABOR RELATIONS SCHEDULE 7.2 INDEBTEDNESS SCHEDULE 7.3 LIENS
SCHEDULE 7.4 LIMITATIONS ON RESTRICTIONS ON DISTRIBUTIONS SCHEDULE 7.6 AFFILIATE
TRANSACTIONS SCHEDULE 11.2 NOTICE INFORMATION v
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[exhibit101uscrcreditandg007.jpg]
CREDIT AND GUARANTY AGREEMENT This Credit and Guaranty Agreement, dated as of
April 17, 2020, among U.S. Concrete, Inc., a Delaware corporation (the
"Borrower"), the Guarantors (as defined below) party hereto, the financial
institutions from time to time parties hereto (such financial institutions,
together with their respective successors and permitted assigns, are referred to
hereinafter each individually as a "Lender" and collectively as the "Lenders")
and Bank of America, N.A., as the administrative agent and collateral agent
(together with its successors and permitted assigns in such capacity, the
"Administrative Agent"). W I T N E S E T H: WHEREAS, the Borrower has requested
that the Lenders provide up to $180,000,000 aggregate principal amount of
Initial Term Loans during the Delayed Draw Availability Period (as defined
below) for the purposes set forth herein, and the Lenders are willing to do so
on the terms and conditions set forth herein; and WHEREAS, the Guarantors party
hereto agree to guarantee the Borrower's obligations hereunder. NOW, THEREFORE,
in consideration of the mutual conditions and agreements set forth in this
Agreement, and for other good and valuable consideration, the receipt of which
is hereby acknowledged, the parties hereto hereby agree as follows: ARTICLE I
DEFINITIONS 1.1 Defined Terms. As used in this Agreement, the following terms
shall have the meanings specified below: "ABL Agreement" means the Third Amended
and Restated Loan and Security Agreement, dated as of August 31, 2017, among the
Borrower, the subsidiaries of the Borrower from time to time party thereto as
"Borrowers", the subsidiaries of the Borrower from time to time party thereto as
"Guarantors", the financial institutions party thereto as "Lenders", and Bank of
America, as agent for the Lenders, including any notes, guarantees, collateral
and security documents, instruments and agreements executed in connection
therewith, and, in each case, as amended by the First Amendment thereto, dated
as of November 14, 2017. "ABL Intercreditor Agreement" means that certain
intercreditor agreement, dated as of the Agreement Date, by and among Bank of
America, as agent under the ABL Agreement, and Bank of America,