Common use of Binding Effect; Amendment and Restatement Clause in Contracts

Binding Effect; Amendment and Restatement. (a) This Agreement shall become effective when it shall have been executed by each of the parties hereto and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto. (b) On the Amended and Restated Effective Date, the Original Credit Agreement shall be amended and restated in its entirety by this Agreement and the Original Credit Agreement shall thereafter be of no further force and effect except to evidence the incurrence by the Borrowers of the “Obligations” under and as defined in the Original Credit Agreement (whether or not such “Obligations” are contingent as of the Amended and Restated Effective Date). This Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or evidence payment of all or any portion of such obligations and liabilities. (c) Notwithstanding the foregoing or anything else contained in this Agreement or the other Loan Documents, to the extent any Default or Event of Default existed under the Original Credit Agreement (including any Potential Event of Default (as defined in the Disbursement Agreement) or Disbursement Agreement Event of Default under the Disbursement Agreement) immediately prior to the Amended and Restated Effective Date, whether as a result of the representations and warranties made by the Borrower and the other Loan Parties under the Original Credit Agreement or the other Loan Documents (including the Disbursement Agreement) prior to the Amended and Restated Effective Date or any action or omission performed or required to be performed pursuant to the Original Credit Agreement or the other Loan Documents (including the Disbursement Agreement) prior to the Amended and Restated Effective Date (including any failure, prior to the Amended and Restated Effective Date, to comply with the covenants contained in the Original Credit Agreement or the other Loan Documents (including the Disbursement Agreement)), such Defaults and/or Events of Default (including any Potential Event of Default (as defined in the Disbursement Agreement) or Disbursement Agreement Event of Default under the Disbursement Agreement) are hereby permanently waived for all purposes under the Credit Agreement, the Disbursement Agreement and any other Loan Document (it being understood that the foregoing shall not relieve the Borrower, the other Loan Parties or such other Persons from complying with their respective obligations under the Loan Documents from and after the Amended and Restated Effective Date, including with respect to matters that were waived pursuant to this clause (c) but otherwise create Defaults or Events of Defaults under the provisions of the Loan Documents after the Amended and Restated Effective Date). (d) On and after the Amended and Restated Effective Date, (i) all references to the Original Credit Agreement in the Loan Documents (other than this Agreement) shall be deemed to refer to the Original Credit Agreement, as amended and restated hereby, (ii) all references to any section (or subsection) of the Original Credit Agreement in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, on or after the Amended and Restated Effective Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be reference to the Original Credit Agreement as amended and restated hereby. This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver or other modification, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loans Documents remain in full force and effect unless otherwise specifically amended hereby or by any other Loan Document.

Binding Effect; Amendment and Restatement. (a) This Agreement shall become effective when it shall have been executed by each of the parties hereto and when the Administrative Disbursement Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto. (b) On the Amended and Restated Effective Date, the Original Credit Disbursement Agreement shall be amended and restated in its entirety by this Agreement and the Original Credit Disbursement Agreement shall thereafter be of no further force and effect except to evidence (i) the incurrence by the Borrowers Company and the other Loan Parties of the “Obligations” Obligations under and as defined in the Original Credit Disbursement Agreement (whether or not such “Obligations” Obligations are contingent as of the Amended and Restated Effective Date), (ii) the representations and warranties made by the Company and the other Loan Parties prior to the Effective Date and (iii) any action or omission performed or required to be performed pursuant to such Original Disbursement Agreement prior to the Effective Date (including any failure, prior to the Effective Date, to comply with the covenants contained in such Original Disbursement Agreement). This Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing under the Original Credit Disbursement Agreement or evidence payment of all or any portion of such obligations and liabilities. (c) Notwithstanding the foregoing or anything else contained in this Agreement or the other Loan Documents, to the extent any Default or Event of Default existed under the Original Credit Agreement (including any Potential Event of Default (as defined in the Disbursement Agreement) or Disbursement Agreement Event of Default under the Disbursement Agreement) immediately prior to the Amended and Restated Effective Date, whether as a result of the representations and warranties made by the Borrower and the other Loan Parties under the Original Credit Agreement or the other Loan Documents (including the Disbursement Agreement) prior to the Amended and Restated Effective Date or any action or omission performed or required to be performed pursuant to the Original Credit Agreement or the other Loan Documents (including the Disbursement Agreement) prior to the Amended and Restated Effective Date (including any failure, prior to the Amended and Restated Effective Date, to comply with the covenants contained in the Original Credit Agreement or the other Loan Documents (including the Disbursement Agreement)), such Defaults and/or Events of Default (including any Potential Event of Default (as defined in the Disbursement Agreement) or Disbursement Agreement Event of Default under the Disbursement Agreement) are hereby permanently waived for all purposes under the Credit Agreement, the Disbursement Agreement and any other Loan Document (it being understood that the foregoing shall not relieve the Borrower, the other Loan Parties or such other Persons from complying with their respective obligations under the Loan Documents from and after the Amended and Restated Effective Date, including with respect to matters that were waived pursuant to this clause (c) but otherwise create Defaults or Events of Defaults under the provisions of the Loan Documents after the Amended and Restated Effective Date). (d) On and after the Amended and Restated Effective Date, (i) all references to the Original Credit Disbursement Agreement in the Loan Documents (other than this Agreement) (unless otherwise specified therein) shall be deemed to refer to the Original Credit Disbursement Agreement, as amended and restated hereby, (ii) all references to any section (or subsection) of the Original Credit Disbursement Agreement in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, on or after the Amended and Restated Effective Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be reference to the Original Credit Disbursement Agreement as amended and restated hereby. This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver or other modification, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loans Loan Documents remain in full force and effect unless otherwise specifically amended hereby or by any other Loan Document.

Binding Effect; Amendment and Restatement. (a) This Agreement shall become effective when it shall have been executed by the Borrower and each of the parties hereto Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear been notified by each Lender and Issuer that such Lender or Issuer has executed it and thereafter shall be binding upon and inure to the signatures of each benefit of the other parties heretoBorrower, each Agent and each Lender and Issuer and, in each case, their respective successors and assigns; provided, however, that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders. (b) On the Amended and Restated Effective Date, the Original Existing Credit Agreement shall be amended and restated in its entirety by this Agreement Agreement, and the Original Existing Credit Agreement shall thereafter be of no further force and effect effect, except to evidence (i) the incurrence by the Borrowers Borrower of the “Obligations” under and as defined in the Original Existing Credit Agreement (whether or not such “Obligations” are contingent as of the Effective Date), (ii) the representations and warranties made by the Borrower prior to the Effective Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the Effective Date (including any failure, prior to the Effective Date, to comply with the covenants contained in such Amended and Restated Credit Agreement U.S. Concrete, Inc. Existing Credit Agreement). The amendments and restatements set forth herein shall not cure any breach thereof or any “Default” or “Event of Default” under and as defined in the Existing Credit Agreement existing prior to the Effective Date). This Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing under the Original Existing Credit Agreement or evidence payment of all or any portion of such obligations and liabilities. (c) Notwithstanding the foregoing or anything else contained in The terms and conditions of this Agreement or and the other Loan DocumentsAdministrative Agent’, to the extent any Default or Event of Default existed Lenders’ and the Issuers’ rights and remedies under the Original Credit this Agreement (including any Potential Event of Default (as defined in the Disbursement Agreement) or Disbursement Agreement Event of Default under the Disbursement Agreement) immediately prior to the Amended and Restated Effective Date, whether as a result of the representations and warranties made by the Borrower and the other Loan Parties Documents shall apply to all of the Obligations incurred under the Original Existing Credit Agreement or and the other Loan Documents (including the Disbursement Agreement) prior to the Amended and Restated Effective Date or any action or omission performed or required to be performed pursuant to the Original Credit Agreement or the other Loan Documents (including the Disbursement Agreement) prior to the Amended and Restated Effective Date (including any failure, prior to the Amended and Restated Effective Date, to comply with the covenants contained in the Original Credit Agreement or the other Loan Documents (including the Disbursement Agreement)), such Defaults and/or Events of Default (including any Potential Event of Default (as defined in the Disbursement Agreement) or Disbursement Agreement Event of Default under the Disbursement Agreement) are hereby permanently waived for all purposes under the Credit Agreement, the Disbursement Agreement and any other Loan Document (it being understood that the foregoing shall not relieve the Borrower, the other Loan Parties or such other Persons from complying with their respective obligations under the Loan Documents from and after the Amended and Restated Effective Date, including with respect to matters that were waived pursuant to this clause (c) but otherwise create Defaults or Events of Defaults under the provisions of the Loan Documents after the Amended and Restated Effective Date)Notes issued thereunder. (d) On and after the Amended and Restated Effective Date, (i) all references to the Original Existing Credit Agreement (or to any amendment or any amendment and restatement thereof) in the Loan Documents (other than this Agreement) shall be deemed to refer to the Original Existing Credit Agreement, as amended and restated hereby, (ii) all references to any section (Article, Section or subsection) sub-clause of the Original Existing Credit Agreement or in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, on or after the Amended and Restated Effective Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be reference to the Original Existing Credit Agreement Agreement, as amended and restated hereby. . (e) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver or other modificationwaiver, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loans Loan Documents remain in full force and effect unless otherwise specifically amended hereby or by any other Loan Document.

Binding Effect; Amendment and Restatement. (a) This Agreement shall become effective when it shall have been executed by the Borrower and each of the parties hereto Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear been notified by each Initial Lender and each Initial Issuing Bank that such Initial Lender and such Initial Issuing Bank has executed it and thereafter shall be binding upon and inure to the signatures of each benefit of the other parties heretoBorrower, each Agent and each Lender Party and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lender Parties. (b) On the Amended and Restated Effective Date, the Original Existing Credit Agreement shall be amended and restated in its entirety by this Agreement and the Original Existing Credit Agreement shall thereafter be of no further force and effect except to evidence (i) the incurrence by the Borrowers Borrower of any "Obligation" under and as defined therein (whether or not such "Obligation" is contingent as of the “Obligations” Effective Date), (ii) the representations and warranties made by the Borrower prior to the Effective Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the Effective Date (including any failure, prior to the Effective Date, to comply with the covenants contained in such Existing Credit Agreement). The amendments and restatements set forth herein (including deletion of financial covenants applicable to previous fiscal quarters) shall not cure any breach thereof or any "Default" or "Event of Default" under and as defined in the Original Existing Credit Agreement (whether or not such “Obligations” are contingent as of existing prior to the Amended and Restated Effective Date)date hereof. This Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing under the Original Existing Credit Agreement or evidence payment of all or any portion of such obligations and liabilities. (c) Notwithstanding the foregoing or anything else contained in this Agreement or the other Loan Documents, to the extent any Default or Event of Default existed under the Original Credit Agreement (including any Potential Event of Default (as defined in the Disbursement Agreement) or Disbursement Agreement Event of Default under the Disbursement Agreement) immediately prior to the Amended and Restated Effective Date, whether as a result of the representations and warranties made by the Borrower and the other Loan Parties under the Original Credit Agreement or the other Loan Documents (including the Disbursement Agreement) prior to the Amended and Restated Effective Date or any action or omission performed or required to be performed pursuant to the Original Credit Agreement or the other Loan Documents (including the Disbursement Agreement) prior to the Amended and Restated Effective Date (including any failure, prior to the Amended and Restated Effective Date, to comply with the covenants contained in the Original Credit Agreement or the other Loan Documents (including the Disbursement Agreement)), such Defaults and/or Events of Default (including any Potential Event of Default (as defined in the Disbursement Agreement) or Disbursement Agreement Event of Default under the Disbursement Agreement) are hereby permanently waived for all purposes under the Credit Agreement, the Disbursement Agreement and any other Loan Document (it being understood that the foregoing shall not relieve the Borrower, the other Loan Parties or such other Persons from complying with their respective obligations under the Loan Documents from and after the Amended and Restated Effective Date, including with respect to matters that were waived pursuant to this clause (c) but otherwise create Defaults or Events of Defaults under the provisions of the Loan Documents after the Amended and Restated Effective Date). (d) On and after the Amended and Restated Effective Date, (i) all references to the Original Credit Agreement in the Loan Documents (other than this Agreement) shall be deemed to refer to the Original Credit Agreement, as amended and restated hereby, (ii) all references to any section (or subsection) of the Original Credit Agreement in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, on or after the Amended and Restated Effective Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be reference to the Original Credit Agreement as amended and restated hereby. This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver or other modification, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loans Documents remain in full force and effect unless otherwise specifically amended hereby or by any other Loan Document.

Binding Effect; Amendment and Restatement. (a) This Subject to Section 3.1, this Agreement shall become effective when it shall have been executed by the Borrower, each of Subsidiary Guarantor and the parties hereto Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear been notified by each Lender and Issuer that such Lender or Issuer has executed it and thereafter shall be binding upon and inure to the signatures of each benefit of the other parties heretoBorrower, each Subsidiary Guarantor, the Administrative Agent and each Lender and Issuer and, in each case, their respective successors and assigns; provided, however, that the Borrower and each Subsidiary Guarantor shall not have the right to assign their rights hereunder or any interest herein without the prior written consent of the Lenders. (b) On the Amended and Restated Effective Date, the Original DIP Credit Agreement shall be amended and restated in its entirety by this Agreement Agreement, and the Original DIP Credit Agreement shall thereafter be of no further force and effect effect, except to evidence (i) the incurrence by the Borrowers of the “"Obligations” " under and as defined in the Original DIP Credit Agreement (whether or not such “"Obligations” " are contingent as of the Amended and Restated Effective Date), (ii) the Guaranty under and as defined in the Original DIP Credit Agreement and the grant by the Loan Parties of the security interests and liens in favor of the Administrative Agent, (iii) the representations and warranties made by the Borrowers prior to the Effective Date and (iv) any action or omission performed or required to be performed pursuant to such Original DIP Credit Agreement prior to the Effective Date (including any failure, prior to the Effective Date, to comply with the covenants contained in such Original DIP Credit Agreement). The amendments and restatements set forth herein shall not cure any breach thereof or any "Default" or "Event of Default" under and as defined in the Original DIP Credit Agreement existing prior to the Effective Date. This Agreement is not in any way intended to constitute a novation of the security interests, obligations and liabilities existing under the Original DIP Credit Agreement or evidence payment of all or any portion of such obligations and liabilities. (c) Notwithstanding the foregoing or anything else contained in this Agreement or the other Loan Documents, to the extent any Default or Event of Default existed under the Original Credit Agreement (including any Potential Event of Default (as defined in the Disbursement Agreement) or Disbursement Agreement Event of Default under the Disbursement Agreement) immediately prior to the Amended and Restated Effective Date, whether as a result of the representations and warranties made by the Borrower and the other Loan Parties under the Original Credit Agreement or the other Loan Documents (including the Disbursement Agreement) prior to the Amended and Restated Effective Date or any action or omission performed or required to be performed pursuant to the Original Credit Agreement or the other Loan Documents (including the Disbursement Agreement) prior to the Amended and Restated Effective Date (including any failure, prior to the Amended and Restated Effective Date, to comply with the covenants contained in the Original Credit Agreement or the other Loan Documents (including the Disbursement Agreement)), such Defaults and/or Events of Default (including any Potential Event of Default (as defined in the Disbursement Agreement) or Disbursement Agreement Event of Default under the Disbursement Agreement) are hereby permanently waived for all purposes under the Credit Agreement, the Disbursement Agreement and any other Loan Document (it being understood that the foregoing shall not relieve the Borrower, the other Loan Parties or such other Persons from complying with their respective obligations under the Loan Documents from and after the Amended and Restated Effective Date, including with respect to matters that were waived pursuant to this clause (c) but otherwise create Defaults or Events of Defaults under the provisions of the Loan Documents after the Amended and Restated Effective Date). (d) On and after the Amended and Restated Effective Date, (i) all references to the Original Credit Agreement in the Loan Documents (other than this Agreement) shall be deemed to refer to the Original Credit Agreement, as amended and restated hereby, (ii) all references to any section (or subsection) of the Original Credit Agreement in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, on or after the Amended and Restated Effective Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be reference to the Original Credit Agreement as amended and restated hereby. This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver or other modification, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loans Documents remain in full force and effect unless otherwise specifically amended hereby or by any other Loan Document.