EXCHANGE AND CONSENT AGREEMENTExchange and Consent Agreement • February 6th, 2013 • Bode Concrete LLC • Concrete products, except block & brick • New York
This EXCHANGE AND CONSENT AGREEMENT (this “Agreement”) is dated December 20, 2012, by and between U.S. Concrete, Inc., a Delaware corporation (the “Company”), and each of the persons listed on Schedule I attached hereto as beneficial owners of the Notes referred to below (together with their respective successors, transferees and assigns, each a “Noteholder” and, collectively, the “Noteholders”).
9.5% Senior Secured Notes due 2015Indenture • February 6th, 2013 • Bode Concrete LLC • Concrete products, except block & brick • New York
INDENTURE dated as of [ , 2013] among U.S. Concrete, Inc., a Delaware corporation (the “Issuer”), and each of the guarantors named herein and from time to time a party hereto (each, a “Guarantor” and together, the “Guarantors”), and U.S. Bank National Association, a national banking association, as Trustee (the “Trustee”) and as noteholder collateral agent (together with any successor thereto in such capacity, the “Noteholder Collateral Agent”).
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • February 6th, 2013 • Bode Concrete LLC • Concrete products, except block & brick • New York
THIS SECOND SUPPLEMENTAL INDENTURE, dated as of [ ], 2013 (this “Supplemental Indenture”), among U.S. CONCRETE, INC., a Delaware corporation (the “Issuer”), the Guarantors party hereto and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”) and as Noteholder Collateral Agent (the “Noteholder Collateral Agent”), to the Indenture, dated as of August 31, 2010, by and among the Issuer, the subsidiaries of the Issuer party thereto as Guarantors and the Trustee, as amended by that certain Supplemental Indenture, dated as of October 30, 2012 (the “Indenture”). Capitalized terms used in this Supplemental Indenture and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture.
SUPPLEMENTAL INDENTURESupplemental Indenture • February 6th, 2013 • Bode Concrete LLC • Concrete products, except block & brick • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of October 30, 2012, among Bode Gravel Co., a California corporation, and Bode Concrete LLC, a California limited liability company (collectively, the “New Guarantors”), U.S. Concrete, Inc., a Delaware corporation (together with its successors and assigns, the “Issuer”) and U.S. Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”).
