CREDIT AGREEMENT dated as of August 31, 2010 among U.S. CONCRETE, INC. The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent J.P. MORGAN SECURITIES INC., as Sole Bookrunner and Lead Arranger WELLS FARGO CAPITAL FINANCE, LLC,...Credit Agreement • September 2nd, 2010 • Us Concrete Inc • Concrete products, except block & brick • New York
CREDIT AGREEMENT dated as of August 31, 2010 (as it may be amended, modified or supplemented from time to time, this “Agreement”), among U.S. CONCRETE, INC. (the “Borrower”), the other Loan Parties party hereto from time to time, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
REGISTRATION RIGHTS AGREEMENT by and among U.S. CONCRETE, INC. the GUARANTORS named herein and the HOLDERS party heretoRegistration Rights Agreement • September 2nd, 2010 • Us Concrete Inc • Concrete products, except block & brick • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of August 31, 2010, by and among U.S. Concrete, Inc., a Delaware corporation (the “Company”), each of the direct and indirect domestic subsidiaries of the Company identified on the signature page hereto (collectively, the “Guarantors”) and any parties purchasing Notes (as defined below) pursuant to the Note Purchase Agreement (as defined below) (each a “Holder” and collectively, the “Holders”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • September 2nd, 2010 • Us Concrete Inc • Concrete products, except block & brick • New York
Intercreditor Agreement (this “Agreement”), dated as of August 31, 2010, among JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, with its successors and assigns, and as more specifically defined below, the “ABL Representative”) for the ABL Secured Parties (as defined below), U.S. BANK NATIONAL ASSOCIATION, as Trustee and as Noteholder Collateral Agent (in such capacities, with its successors and assigns, and as more specifically defined below, the “Notes Representative”) for the Notes Secured Parties (as defined below), and each of the Loan Parties (as defined below) party hereto.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • September 2nd, 2010 • Us Concrete Inc • Concrete products, except block & brick • New York
THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended, restated, supplemented or modified from time to time, the “Agreement”) is entered into as of August 31, 2010 by and among U.S. CONCRETE, INC., a Delaware corporation (the “Issuer” and a “Grantor”), the domestic Subsidiaries of the Issuer identified on the signature pages hereto as Grantors (each a “Grantor”, and collectively with the Issuer, the “Grantors”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, in its capacity as noteholder collateral agent (the “Noteholder Collateral Agent”) for the holders of the notes issued pursuant to the Indenture referred to below.
U.S. CONCRETE, INC. as Issuer, the GUARANTORS named herein, as Guarantors, and U.S. BANK NATIONAL ASSOCIATION, as Trustee and Noteholder Collateral Agent INDENTURE Dated as of August 31, 2010 9.5% Convertible Secured Notes due 2015Us Concrete Inc • September 2nd, 2010 • Concrete products, except block & brick • New York
INDENTURE dated as of August 31, 2010 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”).
NON-QUALIFIED STOCK OPTION AWARD AGREEMENTNon-Qualified Stock Option Award Agreement • September 2nd, 2010 • Us Concrete Inc • Concrete products, except block & brick • Delaware
This Award Agreement (this “Agreement”) is made as of __________, 20__ by and between U.S. Concrete, Inc., a Delaware corporation (the “Company”), and __________ (the “Optionee”). For value received, pursuant to the U.S. Concrete, Inc. Management Equity Incentive Plan (the “Plan”), the Company hereby grants to the Optionee a nonqualified stock option (the “Option”) to purchase from the Company up to ____________ shares of Common Stock at a price per share equal to $_______ (the “Exercise Price”), subject to the following terms and conditions. Unless otherwise defined in this Agreement, capitalized terms used in this Agreement shall have the meanings assigned to them in the Plan.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • September 2nd, 2010 • Us Concrete Inc • Concrete products, except block & brick • New York
THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended, restated, supplemented or modified from time to time, the “Security Agreement”) is entered into as of August 31, 2010 by and among U.S. CONCRETE, INC., a Delaware corporation (the “Company” and a “Grantor”), the domestic Subsidiaries of the Company identified on the signature pages hereto as Grantors (each a “Grantor”, and collectively with the Company, the “Grantors”), and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent (the “Administrative Agent”) for the lenders party to the Credit Agreement referred to below.
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • September 2nd, 2010 • Us Concrete Inc • Concrete products, except block & brick • Delaware
This Award Agreement (this “Agreement”) is made as of _______________, 20__, by and between U.S. Concrete, Inc., a Delaware corporation (the “Company”), and __________ (“Grantee”). For value received, the Company hereby grants to Grantee, pursuant to the provisions of the U.S. Concrete, Inc. Management Equity Incentive Plan (the “Plan”), a restricted stock unit award for ________ units (the “RSUs”) and an incentive restricted stock unit award for ________ units (the “Incentive RSUs”) (collectively, this “Award”), effective as of _____________, 20__ (the “Grant Date”), subject to the terms and conditions set forth herein and in the Plan. Unless otherwise defined in this Agreement, capitalized terms used in this Agreement shall have the meanings assigned to them in the Plan.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • September 2nd, 2010 • Us Concrete Inc • Concrete products, except block & brick • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of ______ __, 2010 by and between U.S. Concrete, Inc., a Delaware corporation (the “Company”), and ___________ (“Indemnitee”).
