Common use of Incremental Term Loans Clause in Contracts

Incremental Term Loans. (a) On the terms and subject to the conditions set forth herein, on the Incremental Facility Closing Date, each Incremental Term Loan Lender hereby agrees, severally and not jointly, to make Incremental Term Loans to the Borrower in an aggregate principal amount set forth opposite its name on Schedule I hereto (it being agreed that the Incremental Term Loans made on the Incremental Facility Closing Date shall be funded at 99% of the principal amount thereof and, notwithstanding such discount, all calculations hereunder with respect to such Incremental Term Loans, including the accrual of interest and repayment or prepayment of principal, shall be based on 100% of the stated principal amount thereof). It is understood and agreed that on the Incremental Facility Closing Date, the Incremental Term Loans shall be added to (and form part of) each Term Borrowing of outstanding Term Loans on a pro rata basis (based on the relative sizes of the various outstanding Borrowings), so that each Term Loan Lender will participate proportionately in each then outstanding Term Borrowing. Interest will begin accruing on the Incremental Term Loans on the Incremental Facility Closing Date. (b) The Incremental Term Loans to be made pursuant to Section 3(a) hereof shall have the same terms applicable to, and shall be, Senior Lien Term Loans under the Credit Agreement. For purposes of Section 2.23(b) of the Credit Agreement, the Incremental Term Loans shall have the same “effective yield” as the Senior Lien Term Loans incurred on the Closing Date. From and after the Incremental Facility Closing Date, the Incremental Term Loan Lenders shall constitute “Lenders” and the Incremental Term Loans shall constitute “Term Loans”, in each case for all purposes of the Credit Agreement and the other Loan Documents. (c) The proceeds of the Incremental Term Loans will be used by the Borrower, together with cash on hand, to make the Intercompany Loan and to pay fees and expenses incurred in connection with the incurrence of the Incremental Term Loans. Concrete Mid-Holdings will use the proceeds of the Intercompany Loan to make the Note Repayment and to pay (directly or indirectly) the Specified Dividend.

Incremental Term Loans. (a) On Each Incremental Term Loan Lender party hereto severally agrees to make, on the Amendment No. 1 Closing Date, term loans (collectively, the “Incremental Term Loans”) in US Dollars to the Borrowers in an amount equal to the commitment amount set forth next to such Incremental Term Loan Lender’s name in Schedule 1 hereto under the caption “Incremental Term Commitment” (the “Incremental Term Commitment”) on the terms and subject solely to the conditions set forth herein, on the Incremental Facility Closing Date, each in this Agreement. The Incremental Term Loan Lender hereby agrees, severally and not jointly, Lender’s Incremental Term Commitment shall terminate on the Amendment No. 1 Closing Date (immediately after giving effect to make the Borrowing of Incremental Term Loans to on such date). Incremental Term Loans borrowed under this Section 2 and subsequently repaid or prepaid may not be reborrowed. The Borrowers shall utilize the Borrower in an aggregate principal amount set forth opposite its name on Schedule I hereto (it being agreed that proceeds of the Incremental Term Loans made on the Incremental Facility Closing Date shall be funded at 99% of the principal amount thereof and, notwithstanding such discount, all calculations hereunder with respect to such Incremental Term Loans, including the accrual of interest and repayment or prepayment of principal, shall be based on 100% of the stated principal amount thereof)Amendment No. It is understood and agreed that on the Incremental Facility 1 Closing Date, the Incremental Term Loans shall be added to (and form part of) each Term Borrowing of outstanding Term Loans on a pro rata basis (based on the relative sizes of the various outstanding Borrowings), so that each Term Loan Lender will participate proportionately in each then outstanding Term Borrowing. Interest will begin accruing on the Incremental Term Loans on the Incremental Facility Closing Date. (b) The Incremental Term Loans to be made pursuant to Section 3(a) hereof shall have the same terms applicable to, and shall be, Senior Lien Term Loans under the Credit Agreement. For purposes of Section 2.23(b) of the Credit Agreement, the Incremental Term Loans shall have the same “effective yield” as the Senior Lien Term Loans incurred on the Closing Date. From and after the Incremental Facility Closing Date, the Incremental Term Loan Lenders shall constitute “Lenders” and the Incremental Term Loans shall constitute “Term Loans”, in each case for all purposes of the Credit Agreement and the other Loan Documents. (c) The proceeds of the Incremental Term Loans will be used by the Borrower, together with cash on hand, to make (i) finance the Intercompany Loan Acquisition (including any working capital and/or purchase price adjustments), (ii) pay interest, fees, premiums, expenses and to pay fees and expenses incurred other transaction costs in connection with the incurrence of foregoing and (iii) for general corporate purposes. (b) If the Borrowers request to have the Incremental Term Loans be LIBO Rate Loans, the Agent and each Incremental Term Loan Lender party hereto hereby consents to an Interest Period for the Incremental Term Loans beginning on the Amendment No. Concrete Mid-Holdings will use 1 Closing Date and ending on the proceeds last day of the Intercompany Loan Interest Period then in effect with respect to make the Note Repayment and to pay (directly or indirectly) the Specified DividendInitial Term Loans.

Incremental Term Loans. (a) On Each Incremental Term Loan Lender party hereto severally agrees to make, on the Amendment No. 5 Closing Date, Incremental Term Loans to the Canadian Borrower in an amount equal to the commitment amount set forth next to such Incremental Term Loan Lender’s name in Schedule 1 hereto under the caption “Incremental Term Commitment” (the “Incremental Term Commitment”), in each case on the terms and subject solely to the conditions set forth herein, on the Incremental Facility Closing Date, each in Section 6(a) of this Agreement. Each Incremental Term Loan Lender hereby agrees, severally and not jointly, Lender’s Incremental Term Commitment shall terminate on the Amendment No. 5 Closing Date (immediately after giving effect to make the Borrowing of Incremental Term Loans to on such date). Incremental Term Loans borrowed under this Section 2 and subsequently repaid or prepaid may not be reborrowed. The Canadian Borrower shall utilize the Borrower in an aggregate principal amount set forth opposite its name on Schedule I hereto (it being agreed that proceeds of the Incremental Term Loans made on the Incremental Facility Closing Date shall be funded at 99% of the principal amount thereof and, notwithstanding such discount, all calculations hereunder with respect to such Incremental Term Loans, including the accrual of interest and repayment or prepayment of principal, shall be based on 100% of the stated principal amount thereof)Amendment No. It is understood and agreed that on the Incremental Facility 5 Closing Date, the Incremental Term Loans shall be added to (and form part of) each Term Borrowing of outstanding Term Loans on a pro rata basis (based on the relative sizes of the various outstanding Borrowings), so that each Term Loan Lender will participate proportionately in each then outstanding Term Borrowing. Interest will begin accruing on the Incremental Term Loans on the Incremental Facility Closing Date. (b) The Incremental Term Loans to be made pursuant to Section 3(a) hereof shall have the same terms applicable to, and shall be, Senior Lien Term Loans under the Credit Agreement. For purposes of Section 2.23(b) of the Credit Agreement, the Incremental Term Loans shall have the same “effective yield” as the Senior Lien Term Loans incurred on the Closing Date. From and after the Incremental Facility Closing Date, the Incremental Term Loan Lenders shall constitute “Lenders” and the Incremental Term Loans shall constitute “Term Loans”, in each case for all purposes of the Credit Agreement and the other Loan Documents. (c) The proceeds of the Incremental Term Loans will be used by the Borrower, together with cash on hand, to make (i) finance the Intercompany Loan Acquisition (including any working capital and/or purchase price adjustments), (ii) pay interest, fees, premiums, expenses and to pay fees and expenses incurred other transaction costs in connection with the incurrence of foregoing and (iii) for general corporate purposes. (b) If the Canadian Borrower requests to have the Incremental Term Loans be LIBO Rate Loans, the Agent and each Incremental Term Loan Lender party hereto hereby consents to an Interest Period for such Incremental Term Loans beginning on the Amendment No. Concrete Mid-Holdings will use 5 Closing Date and ending on the proceeds last day of the Intercompany Loan Interest Period then in effect with respect to make the Note Repayment and to pay (directly or indirectly) the Specified DividendInitial Term Loans.

Incremental Term Loans. (a) On Subject to the terms and subject to the conditions set forth herein, on the Incremental Facility Closing Date, each Incremental Term Loan Lender hereby agrees, severally and not jointly, to make an Incremental Term Loan to the Term Borrower on the Amendment Effective Date in a principal amount not to exceed its Incremental Term Commitment. Amounts repaid in respect of Incremental Term Loans may not be reborrowed. Except as provided herein, the terms of the Incremental Term Loans shall be identical to those of the Term Loans outstanding immediately prior to the Borrower in an aggregate principal amount set forth opposite its name on Schedule I hereto effectiveness of this Amendment (it being agreed the “Existing Term Loans”). (b) It is the intent of the parties that the all Incremental Term Loans made on the Amendment Effective Date be included in each Borrowing of the Existing Term Loans on a pro rata basis. In furtherance of the foregoing, each of the parties hereto agrees that a portion of each Incremental Facility Closing Date Term Loan shall be funded at 99% of the principal amount thereof and, notwithstanding such discount, all calculations hereunder with respect allocated to such Incremental Term Loans, including the accrual of interest and repayment or prepayment of principal, shall be based on 100% of the stated principal amount thereof). It is understood and agreed that on the Incremental Facility Closing Date, the Incremental Term Loans shall be added to (and form part of) each Term outstanding Eurodollar Borrowing of outstanding Existing Term Loans on a pro rata basis (based on and that the relative sizes interest rate applicable to such Incremental Term Loan for the remainder of the various outstanding Borrowings), so that each Term Loan Lender will participate proportionately in each then outstanding Term Borrowing. existing Interest will begin accruing on Period applicable to such Borrowing shall equal the Incremental Term Loans on Adjusted LIBO Rate for a period approximately equal to the Incremental Facility Closing remainder of such Interest Period (as determined by the Administrative Agent two Business Days before the Amendment Effective Date) plus the Applicable Rate. (bc) The funding of the Incremental Term Loans to be made pursuant to hereunder shall be made in the manner contemplated by Section 3(a) hereof shall have the same terms applicable to, and shall be, Senior Lien Term Loans under 2.05 of the Credit Agreement. For purposes of Section 2.23(b) of the Credit AgreementUnless previously terminated, the Incremental Term Loans Commitments shall have the same “effective yield” as the Senior Lien Term Loans incurred terminate at 5:00 p.m., New York City time, on the Closing Amendment Effective Date. From and after the Incremental Facility Closing Date, the Incremental Term Loan Lenders shall constitute “Lenders” and the Incremental Term Loans shall constitute “Term Loans”, in each case for all purposes of the Credit Agreement and the other Loan Documents. (c) The proceeds of the Incremental Term Loans will be used by the Borrower, together with cash on hand, to make the Intercompany Loan and to pay fees and expenses incurred in connection with the incurrence of the Incremental Term Loans. Concrete Mid-Holdings will use the proceeds of the Intercompany Loan to make the Note Repayment and to pay (directly or indirectly) the Specified Dividend.

Incremental Term Loans. (a) On Pursuant to Section 2.15 of the terms Credit Agreement, with effect from and subject to including the conditions set forth herein, on the Incremental Facility Amendment No. 11 Closing Date, each Incremental Term Loan Lender hereby agreesparty hereto severally agrees to make, severally and not jointlyon the Amendment No. 11 Closing Date (as defined below), to make term loans (collectively, the “Incremental Term Loans Loans”) in Dollars to the Borrower in an aggregate principal amount equal to the commitment amount set forth opposite its name on Schedule I hereto (it being agreed that the Incremental Term Loans made on the Incremental Facility Closing Date shall be funded at 99% of the principal amount thereof and, notwithstanding such discount, all calculations hereunder with respect next to such Incremental Term Loans, including Lender’s name in Schedule 1 hereto (the accrual of interest and repayment or prepayment of principal, shall be based on 100% of the stated principal amount thereof). It is understood and agreed that “Incremental Term Commitment”) on the Incremental Facility Closing Date, the terms set forth in this Agreement. The Incremental Term Loans Lenders’ several Incremental Term Commitments shall be added to (and form part of) each Term Borrowing of outstanding Term Loans on a pro rata basis (based terminate on the relative sizes Amendment No. 11 Closing Date (immediately after giving effect to the borrowing of the various outstanding Borrowings), so that each Term Loan Lender will participate proportionately in each then outstanding Term Borrowing. Interest will begin accruing on the Incremental Term Loans on the Incremental Facility Closing Datesuch date). (b) The Incremental Term Loans to be made pursuant to Section 3(a) hereof shall have the same terms applicable to, and shall be, Senior Lien Term Loans under the Credit Agreement. For purposes of Section 2.23(b) will constitute a different class from each of the Credit Agreement, Term B-2 Loans and the Incremental Term B-3 Loans. The Extended Term B Loans shall have the same “effective yield” as the Senior Lien Term Loans incurred on the Closing Date. From and after the Incremental Facility Closing Date, the Incremental Term Loan Lenders shall constitute “Lenders” and the Incremental Term Loans shall be on identical terms as contemplated hereby and shall constitute “a single class of Loans under the Amended Credit Agreement. Incremental Term Loans”Loans borrowed under this Section 3 and subsequently repaid or prepaid may not be reborrowed. In addition, in each case for all purposes Incremental Term Lender that is an Existing Lender waives its right to any compensation pursuant to Section 2.11(b) of the Credit Agreement with respect to the prepayment of its Term B-2 Loans and Term B-3 Loans on the other Loan DocumentsAmendment No. 11 Closing Date. (c) The proceeds of the Incremental Term Loans will be used by the Borrower, together with cash on hand, to make the Intercompany Loan and to pay fees and expenses incurred in connection with the incurrence of the Incremental Term Loans. Concrete Mid-Holdings will use the proceeds of the Intercompany Loan to make the Note Repayment and to pay (directly or indirectly) the Specified Dividend.

Incremental Term Loans. (a) On Pursuant to Section 2.21 of the terms Credit Agreement, (i) the U.S. Borrower confirms and subject to agrees that (i) it has requested Incremental Term Commitments in the conditions set forth herein, aggregate principal amount of $75,000,000 from the Incremental Term A Lenders and (ii) on the Incremental Facility Closing Effective Date, each the U.S. Borrower will borrow the full amount of Incremental Term Loan Lender hereby agrees, severally and not jointly, to make A Loans from the Incremental Term A Lenders. (b) Each Incremental Term A Lender agrees that (i) effective on and at all times after the Effective Date, such Incremental Term A Lender will be bound by all obligations of a Lender under the Credit Agreement and (ii) on the Effective Date, such Incremental Term A Lender will fund Incremental Term A Loans to in the Borrower in an aggregate principal amount set forth opposite its name on Schedule I 2 hereof. Each of the parties hereto (it being agreed hereby agrees that the Incremental Term A Commitments and any Loans made on the pursuant thereto constitute Incremental Facility Closing Date shall be funded at 99% of the principal amount thereof and, notwithstanding such discount, all calculations hereunder with respect to such Term Commitments and Incremental Term Loans, including respectively, pursuant to Section 2.21 of the accrual Existing Credit Agreement, and that this Amendment (including, for the avoidance of interest and repayment or prepayment of principaldoubt, the Amended Credit Agreement) shall be based on 100% deemed to be an Incremental Facility Agreement effecting such amendments to the Existing Credit Agreement as may be necessary or appropriate to give effect to the provisions of Section 2.21 of the stated principal amount thereof). It is understood and agreed that on the Existing Credit Agreement in connection with such Incremental Facility Closing DateTerm Commitment. (c) In accordance with Section 2.21, the Incremental Term A Loans shall be added to will, upon funding, (and form part of1) each Term Borrowing of outstanding constitute Term Loans on a pro rata basis (based on the relative sizes of the various outstanding Borrowings), so that each Term Loan Lender will participate proportionately in each then outstanding Term Borrowing. Interest will begin accruing on the Incremental Term Loans on the Incremental Facility Closing Date. (b) The Incremental Term Loans to be made pursuant to Section 3(a) hereof shall have the same terms applicable to, and shall be, Senior Lien Term Loans under the Credit Agreement. For purposes of Section 2.23(b) of the Credit Agreement, the Incremental Term Loans shall have the same “effective yield” as the Senior Lien Term Loans incurred on the Closing Date. From and after the Incremental Facility Closing Date, the Incremental Term Loan Lenders shall constitute “Lenders” and the Incremental Term Loans shall constitute “Term Loans”, in each case for all purposes of the Credit Agreement Agreement, (2) be treated as a single fungible Class with the Initial Term Loans outstanding immediately prior to the Effective Date and (3) have terms and conditions identical to those of the other Loan DocumentsInitial Term Loans outstanding immediately prior to the Effective Date (including, but not limited to, terms and conditions with respect to maturity date, amortization, prepayment (including the application of any mandatory prepayments), fees and pricing, but excluding upfront fees). (cd) The Borrowers shall use the proceeds of the Incremental Term A Loans will be used by the Borrowerto repay outstanding Revolving Loans, together with cash on hand, to make the Intercompany Loan and to pay fees and expenses incurred in connection with the incurrence of the Incremental Term Loans. Concrete Mid-Holdings will use the proceeds of the Intercompany Loan to make the Note Repayment transactions contemplated by this Amendment, and to pay (directly or indirectly) the Specified Dividendfor general corporate purposes.

Incremental Term Loans. [[3901938]] (a) On Subject to the terms and subject to the conditions set forth herein, on the Incremental Facility Closing Date, each Incremental Term Loan Lender hereby agrees, severally and not jointly, to make Incremental Term Loans in Dollars to the Borrower on the Second Amendment Effective Date in an aggregate a principal amount equal to the amount set forth opposite its the name of such Incremental Term Loan Lender on Schedule I hereto (it being agreed that hereto. Amounts paid or prepaid in respect of the Incremental Term Loans made on the Incremental Facility Closing Date shall may not be funded at 99% reborrowed. (b) The terms of the principal amount thereof and, notwithstanding such discount, all calculations hereunder with respect to such Incremental Term Loans, including the accrual of interest and repayment or prepayment of principal, shall be based on 100% of the stated principal amount thereof). It is understood and agreed that on the Incremental Facility Closing Date, the Incremental Term Loans shall be added to (and form part of) each Term Borrowing of outstanding Term Loans on a pro rata basis (based on as set forth in the relative sizes of the various outstanding Borrowings), so that each Term Loan Lender will participate proportionately in each then outstanding Term Borrowing. Interest will begin accruing on the Incremental Term Loans on the Incremental Facility Closing Date. (b) The Incremental Term Loans to be made pursuant to Section 3(a) hereof shall have the same terms applicable to, and shall be, Senior Lien Term Loans under the Amended Credit Agreement. For purposes of Section 2.23(b) of Notwithstanding anything to the contrary in the Credit Agreement, the Incremental Term Loans shall initially be Eurodollar Rate Loans that have an Interest Period equal to the same “effective yield” as remaining duration of the Senior Lien Interest Period then applicable to the Term Loans incurred outstanding on the Closing Second Amendment Effective Date. From , and thereafter may be converted or continued as set forth in Section 2.10 of the Amended Credit Agreement. (c) On the Second Amendment Effective Date, each Lender shall, promptly after the Incremental Facility Closing Datesatisfaction of the conditions set forth in Section 3 hereof, make available to the Administrative Agent at its address referred to in Section 11.11 of the Amended Credit Agreement, in immediately available funds, such Lender’s Pro Rata Share of the Borrowing of the Incremental Term Loans requested in the Borrowing Notice referred to in Section 3(f), and upon receipt thereof the Administrative Agent shall make the same available, in immediately available funds, to the Borrower. The parties hereto agree that the provisions of Sections 2.2(a), 2.2(b) and 3.2 of the Credit Agreement and, to the extent not consistent with this Amendment, the provisions of Section 2.19 of the Credit Agreement shall not apply to the making of the Incremental Term Loans. (d) The Incremental Term Loan Lenders Commitments shall constitute automatically terminate on the earlier of (i) the making of the Incremental Term Loans on the Second Amendment Effective Date and (ii) 5:00 p.m., New York City time, on April 1, 2019. (e) Pursuant to Section 2.19 of the Credit Agreement and the definition of “LendersTerm Loans” and in the Credit Agreement, the Incremental Term Loans shall constitute “be Term Loans”, in each case Loans for all purposes under the Credit Agreement and each other Loan Document. Without limiting the generality of the foregoing, (i) the Incremental Term Loans (A) shall constitute Obligations and have all of the benefits thereof and (B) shall be secured by the Liens granted to the Administrative Agent for the benefit of the Secured Parties under the Credit Agreement or any other Loan Document, and (ii) each Incremental Term Loan Lender shall have all of the rights, remedies, privileges and protections applicable to the Lenders under the Credit Agreement and the other Loan Documents. (c) The proceeds . For the avoidance of doubt, the Incremental Term Loans will be used by the Borrower, together with cash on hand, to make the Intercompany Loan and to pay fees and expenses are being incurred in connection with the incurrence reliance on clause (c) of the definition of “Incremental Term Loans. Concrete Mid-Holdings will use Cap” under the proceeds of the Intercompany Loan to make the Note Repayment and to pay (directly or indirectly) the Specified DividendAmended Credit Agreement.

Incremental Term Loans. (a) On the terms and subject to the conditions set forth herein, on the Incremental Facility Closing Date, each Incremental Term Loan Lender hereby agrees, severally and not jointly, agrees to make Incremental Term Loans to the Borrower Borrowers on the Second Amendment Closing Date in an aggregate principal amount set forth opposite its name under the heading “Incremental Term Commitment” on Schedule I II hereto (it being agreed that the each, an “Incremental Term Loans made on Commitment” and collectively, the Incremental Facility Closing Date shall be funded at 99% of the principal amount thereof and, notwithstanding such discount, all calculations hereunder with respect to such “Incremental Term Loans, including the accrual of interest and repayment or prepayment of principal, shall be based on 100% of the stated principal amount thereofCommitments”). It is understood and agreed that on the Incremental Facility Closing Datethat, once funded, the Incremental Term Loans shall be added to (and form part of) each Term Borrowing of outstanding Term Loans on a pro rata basis (based on the relative sizes of the various outstanding Borrowings), so that each Term Loan Lender will participate proportionately in each then outstanding Term Borrowing. Interest will begin accruing on the Incremental Term Loans on the Incremental Facility Second Amendment Closing Date. Unless previously terminated, the Incremental Term Commitments shall terminate at 5:00 p.m., New York City time, on the Second Amendment Closing Date. Amounts borrowed under this Section 3(a) and repaid or prepaid may not be reborrowed. (b) The Incremental Term Loans to shall be made pursuant to Section 3(a) hereof an “Incremental Facility” for all purposes of the Credit Agreement and the other Loan Documents. The Incremental Term Loans shall have the same terms applicable to, and shall beconstitute, Senior Lien “Loans”, “Initial Term Loans Loans”, “Term Loans” and “Additional Term Loans” under the Credit Agreement. For purposes of Section 2.23(b) of the Credit Agreement, the Incremental Term Loans shall have the same “effective yield” as the Senior Lien Term Loans incurred on the Closing Date. From and after the Incremental Facility Second Amendment Closing Date, the Incremental Term Loan Lenders Lender shall constitute an “LendersInitial Term Lender”, a “Term Lender”, an “Additional Lender” and the Incremental Term Loans shall constitute a “Term Loans”, in each case Lender” for all purposes of the Credit Agreement and the other Loan Documents. (c) The proceeds of the Incremental Term Loans will be used by the Borrower, together with cash on hand, to make the Intercompany Loan and to pay fees and expenses incurred in connection with the incurrence of the Incremental Term Loans. Concrete Mid-Holdings will use the proceeds of the Intercompany Loan to make the Note Repayment and to pay (directly or indirectly) the Specified Dividend.

Incremental Term Loans. Incremental Term Loan Facilities and Incremental Term Loans may be made hereunder pursuant to a supplement, an amendment or an amendment and restatement (aan “Incremental Term Loan Facility Amendment”) On of this Agreement and, as appropriate, the terms and subject to other Loan Documents, executed by the conditions set forth herein, on the Incremental Facility Closing DateBorrower, each Incremental Term Loan Lender hereby agrees, severally and not jointly, (including any new Lender becoming a party to make this Agreement as an Incremental Term Loans to the Borrower in an aggregate principal amount set forth opposite its name on Schedule I hereto (it being agreed that the Incremental Term Loans made on the Incremental Facility Closing Date shall be funded at 99% of the principal amount thereof and, notwithstanding such discount, all calculations hereunder Loan Lender) with respect to such Incremental Term Loans, including Loan Facility and the accrual of interest and repayment or prepayment of principal, shall be based on 100% of Administrative Agent. Notwithstanding anything to the stated principal amount thereof). It is understood and agreed that on the Incremental Facility Closing Date, the Incremental Term Loans shall be added to (and form part of) each Term Borrowing of outstanding Term Loans on a pro rata basis (based on the relative sizes of the various outstanding Borrowings), so that each Term Loan Lender will participate proportionately contrary in each then outstanding Term Borrowing. Interest will begin accruing on the Incremental Term Loans on the Incremental Facility Closing Date. (b) The Incremental Term Loans to be made pursuant to Section 3(a) hereof shall have the same terms applicable to, and shall be, Senior Lien Term Loans under the Credit Agreement. For purposes of Section 2.23(b) of the Credit Agreement, the Incremental Term Loans shall have the same “effective yield” as the Senior Lien Term Loans incurred on the Closing Date. From and after the Incremental Facility Closing Date11.01, the Incremental Term Loan Lenders shall constitute “Facility Amendment may, without the consent of any other Lenders” and the Incremental Term Loans shall constitute “Term Loans”, in each case for all purposes of the Credit effect such amendments to this Agreement and the other Loan Documents. (c) The proceeds Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effectuate the provisions of this Section 2.15. Each Incremental Term Loan Facility and the related Incremental Term Loans will be used on such terms (including as to amortization and maturity) as are agreed to by the Borrower, together with cash on hand, to make the Intercompany Loan Borrower and to pay fees and expenses incurred in connection with the incurrence of the each Incremental Term Loans. Concrete Mid-Holdings will use Loan Lender in the proceeds applicable Incremental Term Loan Facility Amendment with respect to such Incremental Term Loan Facility and, if the terms of such Incremental Term Loan Facility and the Intercompany Loan to make related Incremental Term Loans (other than final maturity) are not the Note Repayment and to pay (directly or indirectly) the Specified Dividend.same as any then existing 72

Incremental Term Loans. (a) On the terms and subject Subject to the conditions set forth herein, on occurrence of the First Incremental Facility Closing Amendment Effective Date, each Incremental Term Loan Lender hereby agrees, severally and not jointly, agrees to make 2023 Incremental Term Loans to the Borrower on the First Incremental Amendment Effective Date in an aggregate principal amount set forth opposite its name on under the column entitled “2023 Incremental Term Loans” in Schedule I 1 attached hereto in accordance with the relevant requirements of the Credit Agreement and this First Incremental Amendment. (it being agreed that b) Except as otherwise expressly set forth herein, the 2023 Incremental Term Loans made on shall have terms that are identical to those of Term Loans existing immediately prior to the First Incremental Facility Closing Amendment Effective Date shall be funded at 99% of (the principal amount thereof and“Effective Date Term Loans”) after giving effect to the Amended Credit Agreement, notwithstanding such discountincluding, all calculations hereunder without limitation, with respect to such the maturity date, weighted average life, interest rate margins, amortization (as amended hereby), commitment reductions and prepayments, and, after giving effect to this First Incremental Term Loans, including the accrual of interest and repayment or prepayment of principal, shall be based on 100% of the stated principal amount thereof). It is understood and agreed that on the Incremental Facility Closing DateAmendment, the 2023 Incremental Term Loans shall be added to (and form part of) each Term Borrowing considered the same Class of outstanding Loans as the Effective Date Term Loans on a pro rata basis (based on the relative sizes of the various outstanding Borrowings), so that each Term Loan Lender will participate proportionately in each then outstanding Term Borrowing. Interest will begin accruing on the Incremental Term Loans on the Incremental Facility Closing Date. (b) The Incremental Term Loans to be made pursuant to Section 3(a) hereof shall have the same terms applicable to, and shall be, Senior Lien Term Loans under the Credit Agreement. For purposes of Section 2.23(b) of the Credit Agreement, the Incremental Term Loans shall have the same “effective yield” as the Senior Lien Term Loans incurred on the Closing Date. From and after the Incremental Facility Closing Date, the Incremental Term Loan Lenders shall constitute “Lenders” and the Incremental Term Loans shall constitute be considered “Term Loans”, in each case for all purposes of ” under the Amended Credit Agreement and the other Loan Documents. The 2023 Incremental Term Loans shall be fungible for U.S. federal income tax purposes with the Effective Date Term Loans. The Borrower shall pay any fees or other amounts payable to or for the account of the Incremental Lender at the times and in the manner set forth in the Credit Agreement. (c) The proceeds of By entering into this First Incremental Amendment, each Incremental Lender hereby: (i) represents and warrants that it has full power and authority, and has taken all action necessary, to execute and deliver this First Incremental Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Amended Credit Agreement; (ii) represents and warrants that it satisfies the requirements, if any, specified in the Credit Agreement and under applicable law that are required to be satisfied by it in order to make the 2023 Incremental Term Loans will and become a Lender; (iii) represents and warrants that from and after the First Incremental Amendment Effective Date, it shall be used subject to and bound by the Borrowerterms thereof and the Amended Credit Agreement, and shall perform all the obligations of and shall have all rights of a Lender thereunder; (iv) represents and warrants that it has received a copy of the Amended Credit Agreement, together with cash on handcopies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this First Incremental Amendment and to make the Intercompany 2023 Incremental Term Loans on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the First Incremental Amendment Lead Arranger or any other Lender; (v) agrees that it will, independently and without reliance upon the Administrative Agent, any Lender or the First Incremental Amendment Lead Arranger and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents; (vi) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to pay fees exercise such powers under the Amended Credit Agreement and expenses incurred the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (vii) acknowledges and agrees that, to the extent not already a Lender under the Credit Agreement, on the First Incremental Amendment Effective Date it shall become a “Lender” under, and for all purposes of, the Amended Credit Agreement and the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder. (d) JPMorgan Chase Bank, N.A. shall be the sole bookrunner and the sole lead arranger in connection with this First Incremental Amendment (the incurrence of the “First Incremental Term Loans. Concrete Mid-Holdings will use the proceeds of the Intercompany Loan to make the Note Repayment and to pay (directly or indirectly) the Specified DividendLead Arranger”).

Incremental Term Loans. This Section 3 is an Incremental Term Loan Amendment as referred to in the Amended Credit Agreement, and each Borrower and each of the Incremental Term Loan Lenders with respect to the 2022 Incremental Term Loan Facility (each a “2022 Incremental Term Loan Lender”) identified on the signature pages hereto hereby agrees as follows: (a) On Pursuant to Section 2.25(b) of the terms and subject Amended Credit Agreement, there is hereby established under the Amended Credit Agreement a new Class of Incremental Term Loan Commitments (each a “2022 Incremental Term Loan Commitment”) to make Incremental Term Loan Advances to RLP (the conditions set forth herein, on “2022 Incremental Term Loan Advances”) under the 2022 Incremental Term Loan Facility Closing Date, to be made by the 2022 Incremental Term Loan Lenders. The amount of the 2022 Incremental Term Loan Commitment of each 2022 Incremental Term Loan Lender hereby agrees, severally and not jointly, to make Incremental Term Loans to the Borrower in an aggregate principal amount is set forth opposite its such 2022 Incremental Term Loan Lender’s name on Schedule I hereto (it being agreed that hereto. Subject to the terms and conditions set forth in Section 4 below, and in Section 2.25(b) of the Amended Credit Agreement, each 2022 Incremental Term Loans made on the Loan Lender party hereto severally agrees to make an Incremental Facility Closing Date shall be funded at 99% of the principal amount thereof and, notwithstanding such discount, all calculations hereunder Term Loan Advance with respect to such the 2022 Incremental Term Loans, including Loan Facility to RLP in Dollars in one advance on the accrual 2022 Increased Amount Date referred to below in the amount of interest and repayment or prepayment of principal, shall be based on 100% such Lender’s 2022 Incremental Term Loan Commitment. The aggregate amount of the stated principal amount thereof). It is understood and agreed that on the Incremental Facility Closing Date, the 2022 Incremental Term Loans shall be added to Loan Commitments is TWO HUNDRED FIFTY MILLION DOLLARS (and form part of$250,000,000) each Term Borrowing of outstanding Term Loans on a pro rata basis (based on the relative sizes as of the various outstanding Borrowings), so that each Term Loan Lender will participate proportionately in each then outstanding Term Borrowing. Interest will begin accruing on the Incremental Term Loans on the Incremental Facility Closing 2022 Increased Amount Date. (b) The Incremental Term Loans to be made pursuant to Section 3(a) hereof shall have To request the same terms applicable to, and shall be, Senior Lien Term Loans under the Credit Agreement. For purposes Borrowing of Section 2.23(b) of the Credit Agreement, the Incremental Term Loans shall have the same “effective yield” as the Senior Lien Term Loans incurred on the Closing Date. From and after the Incremental Facility Closing Date, the 2022 Incremental Term Loan Lenders Advances under this Section 3, RLP shall constitute “Lenders” submit a Notice of Borrowing to the Administrative Agent not later than (x) 12:00 Noon (New York City time) on the third U.S. Government Securities Business Day prior to the 2022 Increased Amount Date in the case of a Borrowing to be comprised of Term SOFR Rate Advances, (y) 12:00 Noon (New York City time) on the first U.S. Government Securities Business Day prior to the 2022 Increased Amount Date in the case of a Borrowing to be comprised of Daily Simple SOFR Rate Advances or (z) 12:00 Noon (New York City time) on the 2022 Increased Amount Date in the case of a Borrowing to be comprised of Alternate Base Rate Advances, subject to the same requirements of a Notice of Borrowing for Revolving Credit Advances and the Incremental Term Loans shall constitute “Term Loans”, Loan Advances as provided in each case for all purposes Section 2.02 of the Amended Credit Agreement and the other Loan DocumentsAgreement. (c) The closing date for the 2022 Incremental Term Loan Facility is December 14, 2022 (the “2022 Increased Amount Date”). (d) The Maturity Date for the 2022 Incremental Term Loan Advances is December 14, 2027. (e) The proceeds of the 2022 Incremental Term Loans will Loan Advances shall be used by the Borrowerfor general corporate purposes, together with cash on handincluding, if applicable, to make the Intercompany Loan finance acquisitions and to pay refinance existing Debt (including, in each case, fees and expenses incurred in connection therewith). (f) The 2022 Incremental Term Loan Advances shall constitute obligations of RLP and shall be guaranteed with the incurrence all Term Loan Advances on a pari passu basis. (g) Each of the 2022 Incremental Term LoansLoan Lenders party hereto and RLP hereby agrees that (x) the 2022 Incremental Term Loan Advances shall not be subject to scheduled amortization and (y) the Applicable Margins for the 2022 Incremental Term Loan Facility shall be equal to the applicable percentage set forth below corresponding to the Leverage Ratio then in effect as set forth below. Concrete Mid-Holdings will use For purposes of determining the proceeds Applicable Margin with respect to the 2022 Incremental Term Loan Advances: (i) The Applicable Margin shall be set at Level II until the Administrative Agent’s receipt of the Intercompany Loan Compliance Certificate for the measurement period ending December 31, 2022 (unless any prior financial statements demonstrate that a higher Pricing Level should have been applicable during such period, in which case such higher Pricing Level shall be deemed to make be applicable during such period). (ii) The Applicable Margin shall be recomputed as of the Note Repayment end of each fiscal quarter ending on and after the measurement period ending on December 31, 2022 based on the Leverage Ratio as of such quarter end. Any increase or decrease in the Applicable Margin computed as of a quarter end shall be effective no later than five (5) Business Days following the date on which the certificate evidencing such computation is due to be delivered under Section 5.01(k)(iii) of the Amended Credit Agreement. If a certificate is not delivered when due in accordance with such Section 5.01(k)(iii) of the Amended Credit Agreement then the rates in Level IV shall apply as of the first Business Day after the date on which such certificate was required to have been delivered and shall remain in effect until the date on which such certificate is delivered. (iii) If, as a result of any restatement of or other adjustment to the financial statements of Rayonier or for any other reason, Rayonier or the Lenders determine that (i) the Leverage Ratio as calculated by Rayonier as of any applicable date was inaccurate and (ii) a proper calculation of the Leverage Ratio would have resulted in higher pricing for such period, the Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders, promptly on demand by the Administrative Agent (directly or, after the occurrence of an actual or indirectly) deemed entry of an order for relief with respect to any Borrower under the Specified DividendBankruptcy Code of the United States, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under Section 2.3 or Section 2.23 of the Amended Credit Agreement.

Incremental Term Loans. (a) On the terms and subject to the conditions set forth herein, on the Incremental Facility Closing Date, each This Section 3 is an Incremental Term Loan Lender hereby agreesAmendment as referred to in the Credit Agreement, severally and not jointly, to make Incremental Term Loans to the each Borrower in an aggregate principal amount set forth opposite its name on Schedule I hereto (it being agreed that and each of the Incremental Term Loans made on the Incremental Facility Closing Date shall be funded at 99% of the principal amount thereof and, notwithstanding such discount, all calculations hereunder Loan Lenders with respect to such the 2020 Incremental Term Loans, including the accrual of interest and repayment or prepayment of principal, shall be based on 100% of the stated principal amount thereof). It is understood and agreed that Loan Facility (each a “2020 Incremental Term Loan Lender”) identified on the Incremental Facility Closing Date, the Incremental Term Loans shall be added to (and form part of) each Term Borrowing of outstanding Term Loans on a pro rata basis (based on the relative sizes of the various outstanding Borrowings), so that each Term Loan Lender will participate proportionately in each then outstanding Term Borrowing. Interest will begin accruing on the Incremental Term Loans on the Incremental Facility Closing Date.signature pages hereto hereby agrees as follows: (bi) The Incremental Term Loans to be made pursuant Pursuant to Section 3(a) hereof shall have the same terms applicable to, and shall be, Senior Lien Term Loans under the Credit Agreement. For purposes of Section 2.23(b2.25(b) of the Credit Agreement, there is hereby established under the Credit Agreement a new Class of Incremental Term Loans Loan Commitments (each a “2020 Incremental Term Loan Commitment”) to make Incremental Term Loan Advances to ROC (the “2020 Incremental Term Loan Advances”) under the 2020 Incremental Term Loan Facility to be made by the 2020 Incremental Term Loan Lenders. The amount of the 2020 Incremental Term Loan Commitment of each 2020 Incremental Term Loan Lender is set forth opposite such 2020 Incremental Term Loan Lender’s name on Schedule I hereto. Subject to the terms and conditions set forth in Section 4 below, and in Section 2.25(b) of the Credit Agreement, each 2020 Incremental Term Loan Lender party hereto severally agrees to make an Incremental Term Loan Advance with respect to the 2020 Incremental Term Loan Facility to ROC in Dollars in one advance on the 2020 Increased Amount Date referred to below in the amount of such Lender’s 2020 Incremental Term Loan Commitment. The aggregate amount of the 2020 Incremental Term Loan Commitments is Two Hundred Fifty Million DOLLARS ($250,000,000) as of the 2020 Increased Amount Date. (ii) To request the Borrowing of 2020 Incremental Term Loan Advances under this Section 3, ROC shall have submit a Notice of Borrowing to the Administrative Agent not later than (x) 12:00 Noon (New York City time) on the third Business Day prior to the 2020 Increased Amount Date in the case of a Borrowing to be comprised of Eurodollar Rate Advances or (y) 12:00 Noon (New York City time) on the 2020 Increased Amount Date in the case of a Borrowing to be comprised of Alternate Base Rate Advances, subject to the same “effective yield” requirements of a Notice of Borrowing for Revolving Credit Advances and Term Loan Advances as provided in Section 2.02 of the Senior Lien Credit Agreement; provided that, in the case of the initial Advance of the 2020 Incremental Term Loans incurred Loan Advances to be made on the Closing Date. From and after the Incremental Facility Closing 2020 Increased Amount Date, the Interest Period with respect to such Advance shall be such period as is acceptable to the Administrative Agent in its sole discretion. (iii) The closing date for the 2020 Incremental Term Loan Lenders shall constitute Facility is April 16, 2020 (the “Lenders” and the Incremental Term Loans shall constitute “Term Loans2020 Increased Amount Date”, in each case for all purposes of the Credit Agreement and the other Loan Documents). (civ) The Maturity Date for the 2020 Incremental Term Loan Advances is April 16, 2025. CHAR1\1720393v5 (v) The proceeds of the 2020 Incremental Term Loans will Loan Advances shall be used by the Borrowerfor general corporate purposes, together with cash on handincluding, if applicable, to make finance the Intercompany Loan ▇▇▇▇ Acquisition and to pay refinance existing Debt (including, in each case, fees and expenses incurred in connection therewith). (vi) The 2020 Incremental Term Loan Advances shall constitute obligations of ROC and shall be guaranteed with the incurrence all Term Loan Advances on a pari passu basis. (vii) Each of the 2020 Incremental Term LoansLoan Lenders party hereto and ROC hereby agrees that (x) the 2020 Incremental Term Loan Advances shall not be subject to scheduled amortization and (y) the Applicable Margins for the 2020 Incremental Term Loan Advances shall be equal to the applicable percentage set forth below corresponding to the Leverage Ratio then in effect as set forth below. 1. Concrete Mid-Holdings will use For purposes of determining the proceeds Applicable Margin with respect to the 2020 Incremental Term Loan Advances: (i) The Applicable Margin shall be set at Level II until receipt of the Intercompany Loan Compliance Certificate for the measurement period ending June 30, 2020 (unless any prior financial statements demonstrate that a higher Pricing Level should have been applicable during such period, in which case such higher Pricing Level shall be deemed to make be applicable during such period). (ii) The Applicable Margin shall be recomputed as of the Note Repayment end of each fiscal quarter ending on and after the measurement period ending on June 30, 2020 based on the Leverage Ratio as of such quarter end. Any increase or decrease in the Applicable Margin computed as of a quarter end shall be effective no later than five (5) Business Days following the date on which the certificate evidencing such computation is due to be delivered under 5.01(k)(iii) of the Credit Agreement. If a certificate is not delivered when due in accordance with such Section 5.01(k)(iii) of the Credit Agreement then the rates in Level IV shall apply as of the first Business Day after the date on which such certificate was required to have been delivered and shall remain in effect until the date on which such certificate is delivered. CHAR1\1720393v5 (iii) If, as a result of any restatement of or other adjustment to the financial statements of Rayonier or for any other reason, Rayonier or the Lenders determine that (i) the Leverage Ratio as calculated by Rayonier as of any applicable date was inaccurate and (ii) a proper calculation of the Leverage Ratio would have resulted in higher pricing for such period, the Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders, promptly on demand by the Administrative Agent (directly or, after the occurrence of an actual or indirectly) deemed entry of an order for relief with respect to any Borrower under the Specified DividendBankruptcy Code of the United States, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under Section 2.3 or Section 2.23 of the Credit Agreement.

Incremental Term Loans. (a) On the terms and subject to the conditions set forth herein, on the Each Incremental Facility Closing Date, each Incremental U.S. Term Loan Lender hereby agrees, severally and not jointly, to make make, on the Effective Date, an Incremental U.S. Term Loans Loan to the Borrower U.S. Borrowers in an aggregate Dollars and in a principal amount not to exceed the amount set forth opposite its next to such Incremental U.S. Term Lender’s name on Schedule I hereto (it being agreed that the “Incremental U.S. Term Loan Commitments”). From and after the making of the Incremental Term Loans made on the Incremental Facility Closing Date shall be funded at 99% of the principal amount thereof and, notwithstanding such discount, all calculations hereunder with respect to such Incremental Term Loans, including the accrual of interest and repayment or prepayment of principal, shall be based on 100% of the stated principal amount thereof). It is understood and agreed that on the Incremental Facility Closing Date, the Incremental Term Loans shall be added to (and form part of) each Term Borrowing of outstanding Term Loans on a pro rata basis (based on the relative sizes of the various outstanding Borrowings), so that each Term Loan Lender will participate proportionately in each then outstanding Term Borrowing. Interest will begin accruing on the Incremental U.S. Term Loans on the Effective Date, the provisions of the Fourth Amended and Restated Credit Agreement and the other Loan Documents applicable to U.S. Term Loans shall apply to the Incremental Facility Closing U.S. Term Loans. (a) Each Incremental European Term Lender agrees, severally and not jointly, to make, on the Effective Date, an Incremental European Term Loan to the European Borrowers in Euros and in a principal amount not to exceed the amount set forth next to such Incremental European Term Lender’s name on Schedule I (the “Incremental European Term Loan Commitments” and, together with the Incremental U.S. Term Loan Commitments, the “ Incremental Term Loan Commitments”). From and after the making of the Incremental European Term Loans on the Effective Date, the provisions of the Fourth Amended and Restated Credit Agreement and the other Loan Agreements applicable to European Term Loans shall apply to the Incremental European Term Loans. (b) The Incremental Term Loans to be made pursuant to Section 3(a) hereof Loan Commitments of each Incremental Term Lender shall have automatically terminate upon the same terms applicable to, and shall be, Senior Lien Term Loans under the Credit Agreement. For purposes making of Section 2.23(b) of the Credit Agreement, the Incremental Term Loans shall have the same “effective yield” as the Senior Lien by such Incremental Term Loans incurred Lender on the Closing Effective Date. From and after . (c) Unless the context shall otherwise require, (i) the Incremental Facility Closing Date, the Incremental Term Loan Lenders shall constitute “Lenders” and the Incremental U.S. Term Loans shall constitute “U.S. Term Loans”, “Incremental Term Loans”, “Term Loans” and “Loans”, (ii) the Incremental European Term Loans shall constitute “European Term Loans”, “Incremental Term Loans”, “Term Loans” and “Loans”, (iii) the Incremental U.S. Term Lenders shall constitute “U.S. Term Lenders”, “Incremental Term Lenders” and “Lenders”, (iv) the Incremental European Term Lenders shall constitute “European Term Lenders”, “Incremental Term Lenders” and “Lenders”, in each case for all purposes of the Fourth Amended and Restated Credit Agreement and the other Loan Documents, (v) the Incremental U.S. Term Loans shall mature on the U.S. Term Loan Maturity Date and (vi) the Incremental European Term Loans shall mature on the European Term Loan Maturity Date. (cd) The proceeds of the Incremental Term Loans will are to be used by solely for the Borrower, together with cash on hand, to make the Intercompany Loan and to pay fees and expenses incurred purposes set forth in connection with the incurrence Recital B of the this Incremental Term Loans. Concrete Mid-Holdings will use the proceeds of the Intercompany Loan to make the Note Repayment and to pay (directly or indirectly) the Specified DividendAssumption Agreement.

Incremental Term Loans. (a) On Subject to and upon the terms and subject to the conditions set forth herein, on the Incremental Facility Closing Date, each Incremental Term Loan Lender hereby agreesparty hereto severally agrees to make, severally and not jointlyon the Amendment No. 2 Closing Date (as defined below) after giving effect to the Replacement Term Loans, to make term loans (collectively, the “Incremental Term Loans Loans”) in Dollars to the Borrower in an aggregate principal amount equal to the commitment amount set forth opposite its next to such Incremental Term Lender’s name in Schedule 1 hereto under the caption “Incremental Term Commitment” (the “Incremental Term Commitment”) on Schedule I hereto the terms set forth in this Agreement. The Incremental Term Lenders’ several Incremental Term Commitments shall terminate on the Amendment No. 2 Closing Date (it being agreed that immediately after giving effect to the Borrowing of Incremental Term Loans on such date). Incremental Term Loans borrowed under this Section 3 and subsequently repaid or prepaid may not be reborrowed. The Borrower shall utilize the proceeds of the Incremental Term Loans made on the Incremental Facility Amendment No. 2 Closing Date shall be funded at 99% of the principal amount thereof and, notwithstanding such discount, all calculations hereunder with respect to such Incremental Term Loans, including the accrual of interest and repayment or prepayment of principal, shall be based on 100% of the stated principal amount thereof). It is understood and agreed that on the Incremental Facility Closing Date, the Incremental Term Loans shall be added to (i) finance certain acquisitions permitted under the Credit Agreement, (ii) pay interest, fees and form part ofexpenses in connection with the foregoing and (iii) each Term Borrowing of outstanding Term Loans on a pro rata basis (based on the relative sizes of the various outstanding Borrowings), so that each Term Loan Lender will participate proportionately in each then outstanding Term Borrowing. Interest will begin accruing on the Incremental Term Loans on the Incremental Facility Closing Datefor general corporate purposes. (b) The Incremental Term Loans If the Borrower requests to be made pursuant to Section 3(a) hereof shall have the same terms applicable to, and shall be, Senior Lien Term Loans under the Credit Agreement. For purposes of Section 2.23(b) of the Credit Agreement, the Incremental Term Loans shall have the same “effective yield” as the Senior Lien Term Loans incurred on the Closing Date. From and after the Incremental Facility Closing Datebe Eurodollar Rate Loans, the Agent and each Incremental Term Loan Lenders shall constitute “Lenders” and Lender party hereto hereby consents to an Interest Period for the Incremental Term Loans shall constitute “beginning on the Amendment No. 2 Closing Date and ending on the last day of the Interest Period then in effect with respect to the Initial Term Loans”, in each case for all purposes of the Credit Agreement and the other Loan Documents. (c) The proceeds of the Incremental Term Loans will be used by the Borrower, together with cash on hand, to make the Intercompany Loan and to pay fees and expenses incurred in connection with the incurrence of the Incremental Term Loans. Concrete Mid-Holdings will use the proceeds of the Intercompany Loan to make the Note Repayment and to pay (directly or indirectly) the Specified Dividend.

Incremental Term Loans. (a) On Pursuant to Section 2.16 of the terms and subject to the conditions set forth herein, on the Incremental Facility Closing DateCredit Agreement, each 2021 Incremental Term Loan Lender hereby agreesLender, severally and not jointlyjointly (i) shall on the Third Amendment Effective Date, have a 2021 Incremental Term Loan Commitment that is equal to the amount set forth next to its name on the 2021 Incremental Term Loan Schedule and (ii) agrees, upon the satisfaction of the conditions in Section 7 of this Third Amendment, to make 2021 Incremental Term Loans to to, and in the amount requested by, the Borrower on the Third Amendment Funding Date in an aggregate a principal amount set forth opposite not to exceed its name on Schedule I hereto (it being agreed respective 2021 Incremental Term Loan Commitment, in accordance with this Third Amendment and the Credit Agreement; provided, that any 2021 Incremental Term Loan may be funded by any Affiliate of such 2021 Incremental Term Lender that is an Eligible Assignee under the Credit Agreement. The borrowing of the 2021 Incremental Term Loans made on will be subject solely to the Incremental Facility Closing Date shall be funded at 99% satisfaction of the principal amount thereof and, notwithstanding such discount, all calculations hereunder with respect to such Incremental Term Loans, including the accrual of interest and repayment or prepayment of principal, shall be based on 100% of the stated principal amount thereof). It is understood and agreed that on the Incremental Facility Closing Date, the Incremental Term Loans shall be added to (and form part of) each Term Borrowing of outstanding Term Loans on a pro rata basis (based on the relative sizes of the various outstanding Borrowings), so that each Term Loan Lender will participate proportionately conditions precedent set forth in each then outstanding Term Borrowing. Interest will begin accruing on the Incremental Term Loans on the Incremental Facility Closing DateSection 7 hereof. (b) The full amount (or such lesser amount requested by the Borrower) of the 2021 Incremental Term Loans to shall be made pursuant to Section 3(aborrowed by the Borrower, at the election of the Borrower, in a single drawing on the Third Amendment Funding Date and amounts paid or prepaid in respect of the 2021 Incremental Term Loans may not be reborrowed. The 2021 Incremental Term Loans (i) hereof shall have the same terms applicable be added to, and shall bethereafter constitute a part of, Senior Lien the existing Class of Initial Term Loans under and (ii) shall have terms that are identical (including with respect to interest rates (including Applicable Rates and any interest rate floors), amortization, assignments, voting, voluntary prepayment terms and mandatory prepayment terms) to the terms applicable to the Initial Term Loans outstanding on the date hereof, as set forth in the Credit Agreement. For purposes In accordance with Section 2.09(a) of the Existing Credit Agreement, the 2021 Incremental Term Loans and the Initial Term Loans outstanding on the date hereof shall, as of the Third Amendment Funding Date, be subject to the scheduled amortization set forth in Section 2.23(b3(a)(v) hereto with the remaining outstanding principal amount due and payable in full on the Maturity Date for the existing Class of Initial Term Loans (which shall also be the Maturity Date for the 2021 Incremental Term Loans). Notwithstanding anything herein to the contrary, the initial Interest Period for the 2021 Incremental Term Loans will be coterminous with the then-existing Interest Period applicable to the Initial Term Loans (and if there are multiple then-existing Interest Periods, the 2021 Incremental Term Loans shall be allocated on a pro rata basis to each such Interest Period). (c) The 2021 Incremental Term Lenders, the Administrative Agent and the Loan Parties party hereto agree that this Third Amendment shall constitute an “Incremental Amendment” pursuant to and in accordance with Section 2.16 of the Credit Agreement. (d) Immediately upon the incurrence of the 2021 Incremental Term Loans on the Third Amendment Funding Date, (i) the 2021 Incremental Term Loans shall have constitute a single Class of Term Loans with the Initial Term Loans and shall be part of the Initial Term Loans, (ii) subject to any amendments to the terms hereof in accordance with Section 9(a), the 2021 Incremental Term Loans shall be assigned the same “effective yield” CUSIP as the Senior Lien Initial Term Loans, (iii) the 2021 Incremental Term Loans incurred will mature on the Maturity Date applicable to the Initial Term Loans made on the Closing Date. From Date and after (iv) the Incremental Facility Closing Date, the Incremental Term Loan Lenders shall constitute “Lenders” and the 2021 Incremental Term Loans shall constitute “Initial Term Loans”, in each case ” for all purposes of under, and subject to the Credit Agreement and provisions of, the other Loan Documents. (ce) The proceeds 2021 Incremental Term Loan Commitment of each 2021 Incremental Term Lender shall automatically terminate upon the funding of any portion of the 2021 Incremental Term Loans on the Third Amendment Funding Date. (f) The 2021 Incremental Term Loans will be used by the Borrowerused, together with cash on handhand of the Borrower and any Revolving Loans borrowed on the Third Amendment Funding Date, (i) to make fund the Intercompany Loan Acquisition and finance the related transactions as contemplated by the Acquisition Agreement, (ii) to finance the repayment of third-party credit facilities that constitute Borrowed Indebtedness (as defined in the Acquisition Agreement) of the Target (and termination of commitments thereunder and release of guarantees, liens and security interests thereto) (the “Refinancing”) and (iii) to pay fees fees, costs and expenses incurred in connection with related hereto and thereto. (g) The Borrower agrees to pay to each 2021 Incremental Term Lender on the incurrence Third Amendment Funding Date, as fee compensation for the funding of the such 2021 Incremental Term Lender’s 2021 Incremental Term Loans, a closing fee (the “Third Amendment Closing Fee”) in an amount as shall have been separately agreed upon in writing between the Borrower and the Third Amendment Lead Arranger. Concrete MidSuch Third Amendment Closing Fee will be in all respects fully earned, due and payable on the Third Amendment Funding Date and non-Holdings will use refundable and non-creditable thereafter and such Third Amendment Closing Fee shall be netted against the proceeds 2021 Incremental Term Loans (and, at the discretion of the Intercompany Loan to make Third Amendment Lead Arranger, shall take the Note Repayment and to pay (directly or indirectlyform of OID) the Specified Dividendmade by such 2021 Incremental Term Lender.

Incremental Term Loans. (a) On the terms Incremental Effective Date, the Borrowers will borrow Incremental Term Loans equal to the full amount of Incremental Term Commitments (defined below) of each Incremental Term Lender. Effective on and at all times after the Incremental Effective Date, such Incremental Term Loans will constitute Term Loans and will be construed as the same Class of Term Loans outstanding prior to the Incremental Effective Date. After giving effect to the borrowing of the Incremental Term Loans, as of the Incremental Effective Date there will be $407,500,000 aggregate principal amount of Term Loans outstanding. (b) Each Incremental Term Lender agrees that (i) effective on and at all times after the Incremental Effective Date, such Incremental Term Lender will be bound by all obligations of a Lender under the Credit Agreement in respect of its Incremental Term Commitment and (ii) on the Incremental Effective Date, subject to the satisfaction or waiver of the conditions set forth hereinin Section 3 of this Amendment, on each Incremental Term Lender will fund the Incremental Facility Closing Term Loans in the amount of such Incremental Term Lender’s Incremental Term Commitment. On the Incremental Effective Date, each Incremental Term Loan Lender hereby agrees, severally and not jointly, to make Incremental Term Loans to the Borrower in an aggregate principal amount set forth opposite its name on Schedule I hereto (it being agreed that the Incremental Term Loans made on the Incremental Facility Closing Date shall be funded at 99% will become a Lender for all purposes of the principal amount thereof and, notwithstanding such discount, all calculations hereunder with respect to such Incremental Term Loans, including the accrual of interest and repayment or prepayment of principal, shall be based on 100% Credit Agreement. (c) The end date of the stated principal amount thereof). It is understood and agreed that on the Incremental Facility Closing Date, Interest Period for the Incremental Term Loans shall be added to (and form part of) each Term Borrowing of outstanding the same as that for the Term Loans on a pro rata basis (based on the relative sizes of the various outstanding Borrowings), so that each Term Loan Lender will participate proportionately in each then outstanding Term Borrowing. Interest will begin accruing on the Incremental Term Loans on the Incremental Facility Closing Date. (b) The Incremental Term Loans to be made pursuant to Section 3(a) hereof shall have the same terms applicable to, and shall be, Senior Lien Term Loans effect under the Credit Agreement. For purposes of Section 2.23(b) of the Credit AgreementAgreement whose Interest Period expires on June 30, the Incremental Term Loans shall have the same “effective yield” as the Senior Lien Term Loans incurred on the Closing Date. From and after the Incremental Facility Closing Date, the Incremental Term Loan Lenders shall constitute “Lenders” and the Incremental Term Loans shall constitute “Term Loans”, in each case for all purposes of the Credit Agreement and the other Loan Documents2014. (c) The proceeds of the Incremental Term Loans will be used by the Borrower, together with cash on hand, to make the Intercompany Loan and to pay fees and expenses incurred in connection with the incurrence of the Incremental Term Loans. Concrete Mid-Holdings will use the proceeds of the Intercompany Loan to make the Note Repayment and to pay (directly or indirectly) the Specified Dividend.

Incremental Term Loans. (a) On Subject to the terms and subject to conditions of this Fourth Amendment and the conditions set forth herein, on the Incremental Facility Closing DateCredit Agreement, each Incremental Term Loan Lender hereby severally agrees, severally and not jointly, to make Incremental Term Loans (the “2019 Incremental Term Loans”) by delivering to the Borrower Administrative Agent immediately available funds for the account of the Borrowers on the Fourth Amendment Effective Date in an aggregate a principal amount equal to the amount set forth opposite its such Incremental Term Loan Lender’s name on in Schedule I A annexed hereto (it being agreed that the “Incremental Term Loan Commitments”). Once borrowed, amounts repaid in respect of the 2019 Incremental Term Loans made on may not be reborrowed. The Incremental Term Loan Commitments hereunder will terminate in full upon the Incremental Facility Closing Date shall be funded at 99% making of the principal amount thereof and, notwithstanding such discount, all calculations hereunder with respect to such Incremental Term Loans, including the accrual of interest and repayment or prepayment of principal, shall be based on 100% of the stated principal amount thereof). It is understood and agreed that on the Incremental Facility Closing Date, the 2019 Incremental Term Loans shall be added referred to (and form part of) each Term Borrowing of outstanding Term Loans on a pro rata basis (based on the relative sizes of the various outstanding Borrowings), so that each Term Loan Lender will participate proportionately in each then outstanding Term Borrowing. Interest will begin accruing on the Incremental Term Loans on the Incremental Facility Closing Dateherein. (b) The Incremental Term Loans to be made pursuant to Section 3(a) hereof shall have the same terms applicable to, and shall be, Senior Lien Term Loans under the Credit Agreement. For purposes of Section 2.23(b) of the Credit Agreement, the 2019 Incremental Term Loans shall have the same “effective yield” as the Senior Lien Term Loans incurred be borrowed in full on the Closing Date. From and after the Incremental Facility Closing Fourth Amendment Effective Date, at which time the Incremental Term Loan Lenders Commitments shall be automatically terminated in full. (c) This Fourth Amendment shall constitute “Lenders” and (i) the Incremental Term Loans shall constitute “Term Loans”, in each case for all purposes notice required pursuant to Section 2.14 of the Credit Agreement and (ii) an Incremental Commitment Amendment for purposes of Section 2.14 of the other Loan DocumentsCredit Agreement. (cd) The proceeds of the 2019 Incremental Term Loans will be used by the Borrower, (together with cash on hand, ) shall be used (i) to make the Intercompany 2019 Incremental Term Loan Closing Date Dividend and (ii) to pay fees and expenses incurred in connection with the incurrence of the 2019 Incremental Term Loans. Concrete Mid-Holdings will use , the proceeds 2019 Incremental Term Loan Closing Date Dividend and each of the Intercompany Loan to make foregoing. (e) The 2019 Incremental Term Loans shall be additional Term Loans of the Note Repayment same tranche as (and to pay (directly or indirectlybe an increase to, and fungible with) the Specified DividendTerm Loans in existence under the Existing Credit Agreement on the Fourth Amendment Effective Date (the “Existing Term Loans”) and shall be “Term Loans” for all purposes of the Loan Documents (and, for the avoidance of doubt, shall commence amortizing on December 31, 2019 and shall amortize in equal quarterly payments equal to $151,515.15). Accordingly, (i) the 2019 Incremental Term Loans shall constitute Obligations of the Borrowers, (ii) the 2019 Incremental Term Loans shall be secured and guaranteed on a pari passu basis with the Existing Term Loans and (iii) except to the extent otherwise set forth herein, the terms and conditions applicable to the 2019 Incremental Term Loans shall be the same as the terms and conditions applicable to the Existing Term Loans. (f) From and after the Fourth Amendment Effective Date, in no event shall the Net Cash Proceeds of the 2019 Incremental Term Loans constitute Unrestricted Cash and Cash Equivalents in calculating and/or determining Consolidated Funded Indebtedness.

Incremental Term Loans. (a) On Subject to the terms and subject to conditions of this Fifth Amendment and the conditions set forth herein, on the Incremental Facility Closing DateCredit Agreement, each Incremental Term Loan Lender hereby severally agrees, severally and not jointly, to make Incremental Term Loans (the “2021 Incremental Term Loans”) by delivering to the Borrower Administrative Agent immediately available funds for the account of the Borrowers on the Fifth Amendment Effective Date in an aggregate a principal amount equal to the amount set forth opposite its such Incremental Term Loan Lender’s name on in Schedule I A annexed hereto (it being agreed that the “Incremental Term Loan Commitments”). Once borrowed, amounts repaid in respect of the 2021 Incremental Term Loans made on may not be reborrowed. The Incremental Term Loan Commitments hereunder will terminate in full upon the Incremental Facility Closing Date shall be funded at 99% making of the principal amount thereof and, notwithstanding such discount, all calculations hereunder with respect to such Incremental Term Loans, including the accrual of interest and repayment or prepayment of principal, shall be based on 100% of the stated principal amount thereof). It is understood and agreed that on the Incremental Facility Closing Date, the 2021 Incremental Term Loans shall be added referred to (and form part of) each Term Borrowing of outstanding Term Loans on a pro rata basis (based on the relative sizes of the various outstanding Borrowings), so that each Term Loan Lender will participate proportionately in each then outstanding Term Borrowing. Interest will begin accruing on the Incremental Term Loans on the Incremental Facility Closing Dateherein. (b) The Incremental Term Loans to be made pursuant to Section 3(a) hereof shall have the same terms applicable to, and shall be, Senior Lien Term Loans under the Credit Agreement. For purposes of Section 2.23(b) of the Credit Agreement, the 2021 Incremental Term Loans shall have the same “effective yield” as the Senior Lien Term Loans incurred be borrowed in full on the Closing Date. From and after the Incremental Facility Closing Fifth Amendment Effective Date, at which time the Incremental Term Loan Lenders Commitments shall be automatically terminated in full. (c) This Fifth Amendment shall constitute “Lenders” and (i) the Incremental Term Loans shall constitute “Term Loans”, in each case for all purposes notice required pursuant to Section 2.14 of the Credit Agreement and (ii) an Incremental Commitment Amendment for purposes of Section 2.14 of the other Loan DocumentsCredit Agreement. (cd) The proceeds of the 2021 Incremental Term Loans will be used by the Borrower, (together with cash on hand) shall be used to (i) consummate the Acquisition, to make (ii) effectuate the Intercompany Loan and to Payoff, (iii) pay fees and expenses incurred in connection with the incurrence of the 2021 Incremental Term Loans. Concrete Mid-Holdings will use , the proceeds Acquisition and the Payoff and (iv) for general corporate purposes. (e) The 2021 Incremental Term Loans shall be additional Term Loans of the Intercompany Loan to make the Note Repayment same tranche as (and to pay (directly or indirectlybe an increase to, and fungible with) the Specified DividendTerm Loans in existence under the Existing Credit Agreement on the Fifth Amendment Effective Date (the “Existing Term Loans”) and shall be “Term Loans” for all purposes of the Loan Documents (and, for the avoidance of doubt, shall commence amortizing on March 31, 2021 and shall amortize in equal quarterly payments equal to $255,754.48). Accordingly, (i) the 2021 Incremental Term Loans shall constitute Obligations of the Borrowers, (ii) the 2021 Incremental Term Loans shall be secured and guaranteed on a pari passu basis with the Existing Term Loans and (iii) except to the extent otherwise set forth herein, the terms and conditions applicable to the 2021 Incremental Term Loans shall be the same as the terms and conditions applicable to the Existing Term Loans (after giving effect to any amendments and modifications set forth in this Fifth Amendment).

Incremental Term Loans. This Section 3 is an Incremental Term Loan Amendment as referred to in the Credit Agreement, and each Borrower and each of the Incremental Term Loan Lenders with respect to the 2016 Incremental Term Loan Facility (each a “2016 Incremental Term Loan Lender”) identified on the signature pages hereto hereby agrees as follows: (a) On Pursuant to Section 2.25(b) of the terms and subject Credit Agreement, there is hereby established under the Credit Agreement a new Class of Incremental Term Loan Commitments (each a “2016 Incremental Term Loan Commitment”) to make Incremental Term Loan Advances to ROC (the conditions set forth herein, on “2016 Incremental Term Loan Advances”) under the 2016 Incremental Term Loan Facility Closing Date, to be made by the 2016 Incremental Term Loan Lenders. The amount of the 2016 Incremental Term Loan Commitment of each 2016 Incremental Term Loan Lender hereby agrees, severally and not jointly, to make Incremental Term Loans to the Borrower in an aggregate principal amount is set forth opposite its such 2016 Incremental Term Loan Lender’s name on Schedule I hereto (it being agreed that hereto. Subject to the terms and conditions set forth in Section 4 below, and in Section 2.25(b) of the Credit Agreement, each 2016 Incremental Term Loans made on the Loan Lender party hereto severally agrees to make an Incremental Facility Closing Date shall be funded at 99% of the principal amount thereof and, notwithstanding such discount, all calculations hereunder Term Loan Advance with respect to such the 2016 Incremental Term Loans, including Loan Facility to ROC in Dollars in one advance on the accrual 2016 Increased Amount Date referred to below in the amount of interest and repayment or prepayment of principal, shall be based on 100% such Lender’s 2016 Incremental Term Loan Commitment. The aggregate amount of the stated principal amount thereof). It is understood and agreed that on the Incremental Facility Closing Date, the 2016 Incremental Term Loans shall be added to Loan Commitments is THREE HUNDRED MILLION DOLLARS (and form part of$300,000,000) each Term Borrowing of outstanding Term Loans on a pro rata basis (based on the relative sizes as of the various outstanding Borrowings), so that each Term Loan Lender will participate proportionately in each then outstanding Term Borrowing. Interest will begin accruing on the Incremental Term Loans on the Incremental Facility Closing 2016 Increased Amount Date. (b) The To request the Borrowing of 2016 Incremental Term Loans Loan Advances under this Section 3, ROC shall submit a Notice of Borrowing to the Administrative Agent not later than (x) 12:00 Noon (New York City time) on the third Business Day prior to the 2016 Increased Amount Date in the case of a Borrowing to be made pursuant comprised of Eurodollar Rate Advances or (y) 12:00 Noon (New York City time) on the 2016 Increased Amount Date in the case of a Borrowing to Section 3(a) hereof shall have be comprised of Alternate Base Rate Advances, subject to the same terms applicable to, requirements of a Notice of Borrowing for Revolving Credit Advances and shall be, Senior Lien Term Loans under the Credit Agreement. For purposes of Loan Advances as provided in Section 2.23(b) 2.02 of the Credit Agreement; provided that, in the case of the initial Advance of the 2016 Incremental Term Loans shall have the same “effective yield” as the Senior Lien Term Loans incurred Loan Advances to be made on the Closing Date. From and after the Incremental Facility Closing 2016 Increased Amount Date, the Incremental Term Loan Lenders Interest Period with respect to such Advance shall constitute “Lenders” and be such period as is acceptable to the Incremental Term Loans shall constitute “Term Loans”, Administrative Agent in each case for all purposes of the Credit Agreement and the other Loan Documentsits sole discretion. (c) The proceeds of closing date for the 2016 Incremental Term Loans will be used by Loan Facility is April 28, 2016 (the Borrower, together with cash on hand, to make “2016 Increased Amount Date”). (d) The Maturity Date for the Intercompany Loan and to pay fees and expenses incurred in connection with the incurrence of the 2016 Incremental Term Loans. Concrete Mid-Holdings will use Loan Advances is April 28, 2026. (e) A portion of the proceeds of the Intercompany 2016 Incremental Term Loan Advances shall be used to make finance a timberland acquisition on or within three (3) Business Days of the Note Repayment 2016 Increased Amount Date, including related fees and expenses, and the remaining portion of the proceeds of the 2016 Incremental Term Loan Advances shall be used to pay repay outstanding Revolving Credit Advances on the last day of the Interest Period applicable to such Advances as of the Increased Amount Date. (directly or indirectlyf) The 2016 Incremental Term Loan Advances shall constitute obligations of ROC and shall be guaranteed with all Term Loan Advances on a pari passu basis. 5 (g) Each of the 2016 Incremental Term Loan Lenders party hereto and ROC hereby agrees that (a) the Specified Dividend.2016 Incremental Term Loan Advances shall not be subject to scheduled amortization and (b) the Applicable Margins for the 2016 Incremental Term Loan Advances shall be equal to the applicable percentage set forth below corresponding to the Leverage Ratio then in effect as set forth below. Pricing Level Leverage Ratio Applicable Margin for Eurodollar Rate Advances Applicable Margin for Alternate Base Rate Advances Level I ≤ 25% 1.775% 0.775% Level II > 25% but ≤ 50% 1.900% 0.900% Level III > 50% but ≤ 60% 2.150% 1.150% Level IV > 60% 2.400% 1.400%

Incremental Term Loans. (a) On Subject to and upon the terms and subject to the conditions set forth herein, each New Incremental Term Lender party hereto severally agrees to make, on the Incremental Facility Closing DateDate (as defined below), each a single term loan (each, a “2011 Incremental Term Loan”) in dollars to the Parent Borrower in an amount equal to the commitment amount set forth next to such New Incremental Term Lender’s name in Schedule 1 hereto under the caption “2011 Incremental Term Loan Lender hereby agrees, severally and not jointly, to make Commitment”; provided that the 2011 Incremental Term Loans to shall constitute the Borrower in an aggregate principal amount set forth opposite its name on Schedule I hereto (it being agreed that same Class of Term Loans under the Incremental Credit Agreement as the Term Loans made prior to the date hereof; provided, further, that on the Incremental Facility Closing Date (as defined below) the Parent Borrower shall be funded at 99pay an upfront fee to the Administrative Agent for the account of each New Incremental Term Lender equal to 0.30% of the aggregate principal amount thereof and, notwithstanding such discount, all calculations hereunder with of the commitments in respect to such of the 2011 Incremental Term Loans, including the accrual Loans held by such New Incremental Term Lender as of interest and repayment or prepayment of principal, shall be based on 100% of the stated principal amount thereof). It is understood and agreed that on the Incremental Facility Closing Date, the . The 2011 Incremental Term Loans shall be added to (and form part of) each Term Borrowing of outstanding Term Loans on a pro rata basis (based on the relative sizes of the various outstanding Borrowings)“Loans”, so that each Term Loan Lender will participate proportionately in each then outstanding Term Borrowing. Interest will begin accruing on the Incremental Term Loans on the Incremental Facility Closing Date. (b) The Incremental Term Loans to be made pursuant to Section 3(a) hereof shall have the same terms applicable to, and shall be, Senior Lien Term Loans under the Credit Agreement. For purposes of Section 2.23(b) of the Credit Agreement, the Incremental Term Loans shall have the same “effective yield” as the Senior Lien Term Loans incurred on the Closing Date. From and after the Incremental Facility Closing Date, the Incremental Term Loan Lenders shall constitute “Lenders” and the Incremental Term Loans shall constitute “USD Term Loans”, in each case “Term Loans” and “Incremental Term Loans” for all purposes of the Credit Agreement and the other Loan Documents. (c) . The proceeds of the 2011 Incremental Term Loans will may be used by the Borrower, together with cash on hand, to make the Intercompany Loan and to pay fees and expenses incurred repaid or prepaid in connection accordance with the incurrence provisions of the Incremental Term Loans. Concrete Mid-Holdings will use the proceeds of the Intercompany Loan to make the Note Repayment Credit Agreement and to pay (directly this Agreement, but once repaid or indirectly) the Specified Dividendprepaid may not be reborrowed.

Incremental Term Loans. (a) On Each party hereto agrees that the terms and subject to the conditions set forth herein, on the Incremental Facility Closing Date, each Incremental Term Loan Lender hereby agrees, severally shall be considered a Lender for all purposes under the Credit Documents. The Incremental Term Loan Lender agrees to be bound by the terms of the Credit Documents and not jointly, to make Incremental Term Loans to the Borrower in an aggregate principal amount not to exceed $165,000,000. The Incremental Term Loans will be an increase in the Term B-2 Loans (to be redesignated as the Term B-2-A Loans as set forth opposite its name on Schedule I hereto herein) outstanding prior to the date hereof (it being agreed that the “Existing Term Loans”) and the Existing Term Loans and the Incremental Term Loans will collectively comprise a single Tranche of Term B-2 Loans. The Incremental Term Loans shall have terms and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-2 Loans for all purposes under the Credit Agreement. The aggregate amount of the Incremental Term Loans made on the Incremental Facility Closing Date under this Amendment shall be funded at 99% of $165,000,000. The Borrower shall use the principal amount thereof and, notwithstanding such discount, all calculations hereunder with respect to such Incremental Term Loans, including the accrual of interest and repayment or prepayment of principal, shall be based on 100% of the stated principal amount thereof). It is understood and agreed that on the Incremental Facility Closing Date, the Incremental Term Loans shall be added to (and form part of) each Term Borrowing of outstanding Term Loans on a pro rata basis (based on the relative sizes of the various outstanding Borrowings), so that each Term Loan Lender will participate proportionately in each then outstanding Term Borrowing. Interest will begin accruing on the Incremental Term Loans on the Incremental Facility Closing Date. (b) The Incremental Term Loans to be made pursuant to Section 3(a) hereof shall have the same terms applicable to, and shall be, Senior Lien Term Loans under the Credit Agreement. For purposes of Section 2.23(b) of the Credit Agreement, the Incremental Term Loans shall have the same “effective yield” as the Senior Lien Term Loans incurred on the Closing Date. From and after the Incremental Facility Closing Date, the Incremental Term Loan Lenders shall constitute “Lenders” and the Incremental Term Loans shall constitute “Term Loans”, in each case for all purposes of the Credit Agreement and the other Loan Documents. (c) The proceeds of the Incremental Term Loans will be used by as set forth in the Borrowerrecitals to this Amendment. (b) Without limiting the generality of the foregoing and except as set forth in this Amendment, together with cash on hand, to make the Intercompany Loan and to pay fees and expenses incurred in connection with the incurrence of the Incremental Term Loans. Concrete Mid-Holdings will use the proceeds Loans shall: (i) constitute Obligations and have all of the Intercompany Loan benefits thereof, (ii) have terms, rights, remedies, privileges and protections identical to make those applicable to Initial Term Loans under the Note Repayment Credit Agreement and each of the other Credit Documents and (iii) be secured by the Liens granted to pay (directly or indirectly) the Specified DividendCollateral Agent for the benefit of the Guaranteed Creditors under the Security Agreement.

Incremental Term Loans. (a) On Subject to the terms and subject to the conditions set forth herein, on each of the Incremental Facility Closing Date, each 2021 Incremental Term Loan Lender hereby agreesLenders severally, severally and but not jointly, agrees to make 2021 Incremental Term Loans to the Borrower Borrowers on the Second Amendment Effective Date in an the aggregate principal amount set forth opposite its name on Schedule I hereto (it being agreed that the equal to such 2021 Incremental Term Loans made on the Loan Lender’s 2021 Incremental Facility Closing Date Term Loan Commitment, which shall be funded at 99% of made available to the principal amount thereof and, notwithstanding such discount, all calculations hereunder Administrative Agent in immediately available funds in accordance with respect to such Incremental Term Loans, including the accrual of interest and repayment or prepayment of principal, shall be based on 100% of the stated principal amount thereof)Amended Credit Agreement. It is understood and agreed that on the Incremental Facility Closing Date, the 2021 Incremental Term Loans being made pursuant to this Amendment and the Amended Credit Agreement shall be added to (constitute “Incremental Term Loans” as defined in, and form part ofpursuant to, Section 2.16(b) each Term Borrowing of outstanding Term Loans on a pro rata basis (based on the relative sizes of the various outstanding Borrowings), so that each Credit Agreement. The 2021 Incremental Term Loan Commitment of any 2021 Incremental Term Loan Lender will participate proportionately in each then outstanding Term Borrowing. Interest will begin accruing on be the amount set forth opposite such 2021 Incremental Term Loans Loan Lender’s name on the Incremental Facility Closing DateSchedule I attached hereto. (b) The 2021 Incremental Term Loans to be made pursuant to Section 3(a) hereof shall have the same terms applicable to, constitute a new tranche and shall be, Senior Lien Term Loans Class of term loans under the Credit AgreementAgreement in accordance with Sections 2.16 and will not be treated as being fungible with the 2018 Refinancing Term Loans for U.S. federal income tax purposes. For purposes of Section 2.23(b) of Except as set forth herein and in the Amended Credit Agreement, the 2021 Incremental Term Loans shall have terms and provisions identical to those applicable to the same “effective yield” as the Senior Lien 2018 Refinancing Term Loans incurred on outstanding immediately prior to the Closing Date. From date hereof and after the Incremental Facility Closing Date, the Incremental Term Loan Lenders shall constitute “Lenders” and the Incremental Term Loans shall will constitute “Term Loans”, in each case ” and “Loans” for all purposes of the Credit Agreement and the other Loan DocumentsAgreement. (c) The proceeds of Lead Borrower hereby consents to the assignment by the initial 2021 Incremental Term Loan Lender that funds the 2021 Incremental Term Loans will be used on the Second Amendment Effective Date of all or a portion of its 2021 Incremental Term Loans to any bank, financial institution or other investor (other than a Disqualified Institution) identified by the Borrower, together with cash Administrative Agent in writing to the Lead Borrower on hand, or prior to make the Intercompany Loan date hereof (and in the amounts so indicated in such writing) and as to pay fees and expenses incurred in connection with which the incurrence of the Incremental Term Loans. Concrete Mid-Holdings will Lead Borrower has indicated its consent. (d) The Borrower shall use the proceeds of the Intercompany 2021 Incremental Term Loans to (1) effect the Arkema Acquisition and (2) pay fees, expenses and transaction costs in connection with the Arkema Acquisition and the incurrence of the 2021 Incremental Term Loans and other Indebtedness incurred to effect the Arkema Acquisition. (e) Upon the occurrence of the Second Amendment Effective Date, each 2021 Incremental Term Loan to make Lender shall have the Note Repayment rights and to pay obligations of a Lender under the Credit Agreement and under all other applicable Loan Documents. (directly or indirectlyf) Each of Holdings, each Borrower and each other Loan Party acknowledges and agrees that (i) the Specified DividendBorrowers shall be liable for all Obligations with respect to all 2021 Incremental Term Loans made to the Borrowers pursuant to this Amendment and the Amended Credit Agreement and (ii) all such Obligations shall constitute Guaranteed Obligations and shall be entitled to the benefits of the Collateral Documents and the Guaranty.

Incremental Term Loans. (a) On The Borrower, the Euro Incremental Term Lender and the Administrative Agent hereby agree that: A. This Amendment is an Incremental Amendment referred to in Section 2.14 of the Credit Agreement. B. The Euro Incremental Term Lender hereby agrees to provide the full amount of the Euro Incremental Term Loans (the “Euro Incremental Term Commitments”). The Euro Incremental Term Commitments shall be subject to all of the terms and subject conditions set forth herein and in the Amended Credit Agreement. C. The aggregate Euro Incremental Term Commitments as of the Third Amendment Effective Date (as hereinafter defined) are €185,000,000. The Euro Incremental Term Commitments will terminate in full upon the making of the related Incremental Term Loan. D. Subject to the satisfaction of the conditions to the effectiveness of any Incremental Amendment set forth in Section 2.14(d) of the Credit Agreement and to the satisfaction of the conditions set forth hereinin Article V below, on the Incremental Facility Closing Date, each Incremental Term Loan Lender hereby agrees, severally and not jointly, to make funding of the Euro Incremental Term Loans will occur in one drawing on the date hereof immediately following the Euro TLB Refinancing pursuant to the Borrower Borrower’s request (even if, with respect to the Euro Incremental Term Loans pursuant to this Amendment only and not any other Borrowing, the deadlines for notices of Borrowing in an aggregate principal amount set forth opposite its name on Schedule I hereto Section 2.02 of the Credit Agreement are not strictly observed) (it being agreed understood that the Borrower shall be permitted to request the Borrowing of the Refinancing Term Loans and Euro Incremental Term Loans made in a single drawing). In the event that all or any portion of the Euro Incremental Term Loans are not borrowed on or before the date hereof, the unborrowed portion of the Euro Incremental Term Commitments shall automatically terminate on the date hereof unless the Euro Incremental Facility Closing Date Term Lender shall, in its sole discretion, agree to an extension. E. The Euro Incremental Term Commitments provided pursuant to this Amendment shall be funded at 99% constitute Incremental Term Commitments referred to in Section 2.14 of the principal amount thereof Credit Agreement and, notwithstanding such discount, all calculations hereunder with respect to such upon the Third Amendment Incremental Term Loans, including the accrual of interest and repayment or prepayment of principal, shall be based on 100% of the stated principal amount thereof). It is understood and agreed that on the Incremental Facility Closing Effective Date, the Euro Incremental Term Commitments of the Euro Incremental Term Lender shall become the Euro Incremental Term Loans shall be added to (and form part of) each Term Borrowing of outstanding Term Loans on a pro rata basis (based on the relative sizes of the various outstanding Borrowings), so that each Term Loan Lender will participate proportionately in each then outstanding Term Borrowing. Interest will begin accruing on the Euro Incremental Term Loans on the Incremental Facility Closing DateLender. (b) F. The Incremental Term Loans to be made pursuant to Section 3(a) hereof shall have the same terms applicable to, and shall be, Senior Lien Term Loans under the Credit Agreement. For purposes of Section 2.23(b) of the Credit Agreement, the Euro Incremental Term Loans shall have the same “effective yield” terms as the Senior Lien Refinanced Term Loans incurred on and shall be deemed to be “Initial Term Loans” and “Initial Euro Term Loans” for all purposes under the Closing DateAmended Credit Agreement and each other Loan Document. G. Each Euro Incremental Term Lender shall be deemed to be a “Lender”, a “Term Lender” and a “Secured Party” for all purposes under the Amended Credit Agreement and each other Loan Document. From and after For the Incremental Facility Closing Dateavoidance of doubt, the Incremental Refinancing Term Loan Lenders shall Loans and the Euro Term Loans constitute a single “LendersClass” and a “Facility”. Pursuant to Section 2.14 of the Credit Agreement, the Euro Incremental Term Loans shall constitute “be Term Loans”, in each case Initial Term Loans and Initial Euro Term Loans for all purposes under the Amended Credit Agreement and each other Loan Document and shall have terms identical to the Initial Euro Term Loans outstanding under the Credit Agreement immediately prior to the funding of the Euro Incremental Term Loans (after giving effect to the amendments set forth herein and the Euro TLB refinancing). H. The proceeds of the Euro Incremental Term Loans shall be used (i) to repay in full the outstanding CMBS Loans, (ii) to pay fees and expenses in connection with the transactions contemplated by this Amendment and (iii) for working capital, general corporate purposes and for any other purpose not prohibited by the Amended Credit Agreement. I. The Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in Exhibit A hereto (with respect to the Euro Incremental Term Loans and the applicable provisions of the Credit Agreement related thereto). (b) The Borrower, the Dollar Incremental Term Lender and the Administrative Agent hereby agree that: A. This Amendment is an Incremental Amendment referred to in Section 2.14 of the Credit Agreement. B. The Dollar Incremental Term Lender hereby agrees to provide the full amount of the Dollar Incremental Term Loans (the “Dollar Incremental Term Commitments”). The Dollar Incremental Term Commitments shall be subject to all of the terms and conditions set forth herein and in the Amended Credit Agreement. C. The aggregate Dollar Incremental Term Commitments as of the Third Amendment Effective Date (as hereinafter defined) are $1,519,000,000. The Dollar Incremental Term Commitments will terminate in full upon the making of the related Incremental Term Loan. D. Subject to the satisfaction of the conditions to the effectiveness of any Incremental Amendment set forth in Section 2.14(d) of the Credit Agreement and to the satisfaction of the conditions set forth in Article V below, the funding of the Dollar Incremental Term Loans will occur in one drawing on the date hereof pursuant to the Borrower’s request (even if, with respect to the Dollar Incremental Term Loans pursuant to this Amendment only and not any other Borrowing, the deadlines for notices of Borrowing in Section 2.02 of the Credit Agreement are not strictly observed) (it being understood that the Borrower shall be permitted to request the Borrowing of the Refinancing Term Loans and Third Amendment Incremental Term Loans in a single drawing). In the event that all or any portion of the Dollar Incremental Term Loans are not borrowed on or before the date hereof, the unborrowed portion of the Dollar Incremental Term Commitments shall automatically terminate on the date hereof unless the Dollar Incremental Term Lender shall, in its sole discretion, agree to an extension. E. The Dollar Incremental Term Commitments provided pursuant to this Amendment shall constitute Incremental Term Commitments referred to in Section 2.14 of the Credit Agreement and, upon the Third Amendment Incremental Effective Date, the Dollar Incremental Term Commitments of the Dollar Incremental Term Lender shall become the Dollar Incremental Term Loans of the Dollar Incremental Term Lender. F. Except as set forth herein, the Dollar Incremental Term Loans shall have the same terms as the Initial Dollar Term Loans outstanding under the Credit Agreement, immediately prior to giving effect to this Amendment. The Dollar Incremental Term Loans will constitute a new Class of Dollar Term Loans that is separate from the Initial Dollar Term Loans and ranking pari passu in right of payment and security with the Initial Dollar Term Loans for all purposes under the Amended Credit Agreement. G. Each Dollar Incremental Term Lender shall be deemed to be a “Lender”, a “Dollar Term Lender”, a “Term Lender” and a “Secured Party” for all purposes under the Amended Credit Agreement and each other Loan DocumentsDocument. Pursuant to Section 2.14 of the Credit Agreement, the Dollar Incremental Term Loans shall be Term Loans and Dollar Term Loans for all purposes under the Amended Credit Agreement and each other Loan Document. (c) H. The proceeds of the Dollar Incremental Term Loans will shall be used by to (i) repay in full the Borrower, together with cash on hand, to make the Intercompany Loan outstanding CMBS Loans and to (ii) pay fees and expenses incurred in connection with the incurrence transactions contemplated by this Amendment and for working capital, general corporate purposes and for any other purpose not prohibited by the Credit Agreement. I. The Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in Exhibit A hereto (with respect to the Dollar Incremental Term Loans and the applicable provisions of the Incremental Term Loans. Concrete Mid-Holdings will use the proceeds of the Intercompany Loan to make the Note Repayment and to pay (directly or indirectly) the Specified DividendCredit Agreement related thereto).

Incremental Term Loans. (a) On Pursuant to Section 2.21 of the terms Existing Credit Agreement, (i) the U.S. Borrower confirms and subject to agrees that (i) it has requested Incremental Term Commitments in the conditions set forth herein, aggregate principal amount of $375,000,000 from the Incremental Term A-1 Lenders and (ii) on the Incremental Facility Closing Effective Date, each the U.S. Borrower will borrow the full amount of Incremental Term Loan Lender hereby agrees, severally and not jointly, to make A-1 Loans from the Incremental Term Loans to A-1 Lenders. (b) Each Incremental Term A-1 Lender agrees that (i) effective on and at all times after the Borrower Effective Date (as defined herein), such Incremental Term A-1 Lender will be bound by all obligations of a Lender under the Amended Credit Agreement and (ii) on the Effective Date, such Incremental Term A-1 Lender will fund an Incremental Term A-1 Loan, in an aggregate principal Dollars, in the amount set forth opposite its name on Schedule I 1 hereof. Each of the parties hereto (it being agreed hereby agrees that the Incremental Term A-1 Commitments will terminate immediately following the funding of the Incremental Term A-1 Loans. (c) Each of the parties hereto hereby agrees that the Incremental Term A-1 Commitments and any Incremental Term A-1 Loans made on the pursuant thereto constitute Incremental Facility Closing Date shall be funded at 99% of the principal amount thereof and, notwithstanding such discount, all calculations hereunder with respect to such Term Commitments and Incremental Term Loans, including respectively, pursuant to Section 2.21 of the accrual of interest Existing Credit Agreement, and repayment or prepayment of principal, that this Amendment shall be based on 100% deemed to be an Incremental Facility Agreement effecting such amendments to the Existing Credit Agreement as may be necessary or appropriate in the opinion of the stated principal amount thereof). It is understood and agreed that on Administrative Agent to give effect to the Incremental Facility Closing Date, provisions of Section 2.21 of the Existing Credit Agreement in connection with such Incremental Term Loans shall be added to (and form part of) each Term Borrowing of outstanding Term Loans on a pro rata basis (based on the relative sizes of the various outstanding Borrowings), so that each Term Loan Lender will participate proportionately in each then outstanding Term Borrowing. Interest will begin accruing on the Incremental Term Loans on the Incremental Facility Closing DateCommitments. (bd) The Incremental Term Loans to be made pursuant to In accordance with Section 3(a) hereof shall have the same terms applicable to, and shall be, Senior Lien Term Loans under the Credit Agreement. For purposes of Section 2.23(b) 2.21 of the Existing Credit Agreement, the Incremental Term A-1 Loans shall have the same “effective yield” as the Senior Lien will, upon funding, (1) constitute Term Loans incurred on the Closing Date. From and after the Incremental Facility Closing Date, the Incremental Term Loan Lenders shall constitute “Lenders” and the Incremental Term Loans shall constitute “Term Loans”, in each case for all purposes of the Amended Credit Agreement and (2) be treated as a new Series of Term Loans under the other Loan Documents. (c) The proceeds Amended Credit Agreement. Except as set forth in this Amendment, the terms of the Incremental Term A-1 Loans will shall be used by identical to those of the Borrower, together with cash on hand, Term Loans existing immediately prior to make the Intercompany Loan and to pay fees and expenses incurred in connection with the incurrence of Effective Date. (e) The maturity date for the Incremental Term A-1 Loans shall be August 7, 2022 (the “Incremental Term A-1 Loan Maturity Date”). No amortization payments shall be required with respect to the Incremental Term A-1 Loans. Concrete Mid-Holdings will use To the proceeds of extent not previously paid, all Incremental Term A-1 Loans shall be due and payable on the Intercompany Incremental Term A-1 Loan to make the Note Repayment and to pay (directly or indirectly) the Specified DividendMaturity Date.

Incremental Term Loans. (a) On The Borrower and one or more of the terms Lenders may, with the consent of the Administrative Agent, at any one time during the period from and subject including the Effective Date to but excluding the conditions set forth herein, on the Incremental Facility Closing Date, each Revolving Credit Commitment Termination Date agree that such Lenders shall become Incremental Term Loan Lender hereby agrees, severally Lenders by executing and not jointly, delivering to make the Administrative Agent an Incremental Term Loans to Loan Activation Notice specifying the Borrower in an aggregate principal amount set forth opposite its name on Schedule I hereto (it being agreed that respective Incremental Term Loan Commitments of the Incremental Term Loans made on the Incremental Facility Closing Date shall be funded at 99% of the principal amount thereof and, notwithstanding such discount, all calculations hereunder with respect to such Incremental Term Loans, including the accrual of interest and repayment or prepayment of principal, shall be based on 100% of the stated principal amount thereof). It is understood and agreed that on the Incremental Facility Closing DateLoan Lenders, the Incremental Term Loans shall be added to (and form part of) each Term Borrowing of outstanding Term Loans on a pro rata basis (based on the relative sizes of the various outstanding Borrowings), so that each Term Loan Lender will participate proportionately in each then outstanding Term Borrowing. Interest will begin accruing on the Incremental Term Loans on the Incremental Facility Closing Date. (b) The Incremental Term Loans to be made pursuant to Section 3(a) hereof shall have the same terms applicable to, and shall be, Senior Lien Term Loans under the Credit Agreement. For purposes of Section 2.23(b) of the Credit Agreement, the Incremental Term Loans shall have the same “effective yield” as the Senior Lien Term Loans incurred on the Closing Date. From and after the Incremental Facility Closing Activation Date, the Incremental Term Loan Lenders shall constitute “Lenders” and Commitment Termination Date, the rate of commitment fee, if any, payable by the Borrower in respect of the Incremental Term Loan Commitments, the Applicable Margin for Incremental Term Loans shall constitute “and, subject to Section 3.01(c) hereof, the Incremental Term Loans”, in each case for all purposes Loan Principal Payment Dates and the amounts of the Credit Agreement and the other Loan Documents. (c) The proceeds installments of principal of the Incremental Term Loans will be used by payable thereon, and otherwise duly completed. Each Incremental Term Loan Lender severally agrees, on the Borrower, together with cash on handterms and conditions of this Agreement, to make one or more term loans to the Intercompany Borrower in Dollars during the period from and including the Incremental Term Loan and Activation Date to pay fees and expenses incurred but excluding the Incremental Term Loan Commitment Termination Date in connection with an aggregate principal amount up to but not exceeding the incurrence amount of the Incremental Term LoansLoan Commitment of such Incremental Term Loan Lender as in effect from time to time. Concrete Mid-Holdings will use Thereafter, subject to the proceeds terms and conditions of this Agreement, the Borrower may Convert Incremental Term Loans of one Type into Incremental Term Loans of another Type (as provided in Section 2.09 hereof) or Continue Incremental Term Loans of one Type as Incremental Term Loans of the Intercompany Loan to make the Note Repayment and to pay same Type (directly or indirectly) the Specified Dividendas provided in Section 2.09 hereof).

Incremental Term Loans. (a) On A. Subject to the terms and conditions of this Amendment and the Credit Agreement, each 2020 Incremental Lender severally agrees to make an Incremental Term Loan (collectively, the “2020 Incremental Term Loans”) by delivering immediately available funds to the Administrative Borrower on the First Amendment Effective Date (as defined below) in a principal amount equal to the amount set forth opposite such 2020 Incremental Lender’s name on Schedule A attached hereto (the “2020 Incremental Term Loan Commitments”) and the existing Schedule 1.01(a) to the Credit Agreement shall be deemed to be amended to include the information set forth on Schedule A attached hereto. The 2020 Incremental Term Loan Commitments of each 2020 Incremental Lender hereunder will terminate upon the making in full by such 2020 Incremental Lender of the 2020 Incremental Term Loans referred to herein. Once borrowed, amounts repaid in respect of the 2020 Incremental Term Loans may not be reborrowed. B. With respect to the 2020 Incremental Term Loans, this Amendment shall constitute the notice required pursuant to Section 2.01(c)(i) of the Credit Agreement and an incremental amendment for purposes of Section 2.01(c)(vi) of the Credit Agreement, and the 2020 Incremental Term Loans shall be deemed to be incurred pursuant to clause (B) of Section 2.01(c)(ii) of the Credit Agreement notwithstanding that, as of the First Amendment Effective Date, (x) the LQA Recurring Revenue Net Leverage Ratio may exceed the Recurring Revenue Incremental Leverage Ratio on a Pro Forma Basis and (y) the Administrative Borrower may not have delivered the notice contemplated by the provisions of Section 2.01(c)(iii)(B) of the Credit Agreement. In reliance upon the representations, warranties and covenants of the Borrowers and each other Credit Party contained in this Amendment, and subject to the effectiveness and the terms and conditions set forth hereinof this Amendment, on the Incremental Facility Closing Date, each Incremental Term Loan Lender Consenting Lenders hereby agrees, severally and not jointly, consent to make the incurrence of the 2020 Incremental Term Loans to the Borrower in an aggregate principal amount set forth opposite its name reliance on Schedule I hereto clause (it being agreed that the Incremental Term Loans made on the Incremental Facility Closing Date shall be funded at 99% B) of Section 2.01(c)(ii) of the principal amount thereof and, notwithstanding Credit Agreement and waive the requirements that (x) the LQA Recurring Revenue Net Leverage Ratio does not exceed the Recurring Revenue Incremental Leverage Ratio on a Pro Forma Basis solely for such discount, all calculations hereunder with respect to such incurrence and (y) the Administrative Borrower deliver the notice contemplated by the provisions of Section 2.01(c)(iii)(B) of the Credit Agreement. C. After the funding of the 2020 Incremental Term Loans, including the accrual of interest and repayment or prepayment of principal, shall be based on 100% of the stated principal amount thereof). It is understood and agreed that on the Incremental Facility Closing Date, the 2020 Incremental Term Loans shall be added to (and form part of) each Term Borrowing as a new tranche of outstanding Term Loans on a pro rata basis (based on the relative sizes of the various outstanding Borrowings), so that each Term Loan Lender will participate proportionately in each then outstanding Term Borrowing. Interest will begin accruing on the Incremental Term Loans on the Incremental Facility Closing Date. (b) The Incremental Term Loans to be made pursuant to Section 3(a) hereof shall have the same terms applicable to, and shall be, Senior Lien Term Loans under the Amended Credit Agreement. For purposes of Section 2.23(b) of the Credit Agreement, the Incremental Term Loans shall have the same “effective yield” as the Senior Lien Term Loans incurred on the Closing Date. From and after the Incremental Facility Closing Date, the Incremental Term Loan Lenders shall constitute “Lenders” Agreement and the 2020 Incremental Term Loans shall constitute “a separate Tranche of Term Loans apart from the Initial Term Loans”. Notwithstanding any provision to the contrary herein or in the Credit Agreement, except as set forth herein (including the amendments set forth in Section III hereof), the terms of the 2020 Incremental Term Loans shall be the same as the terms of the Initial Term Loans. Upon the First Amendment Effective Date, each case 2020 Incremental Lender shall be a Lender, for all purposes of the Amended Credit Agreement, with an outstanding Term Loan under the Amended Credit Agreement. Following the First Amendment Effective Date and the funding of the 2020 Incremental Term Loans, each reference to “Term Loans” in the Credit Documents shall be a reference to the Initial Term Loans and the 2020 Incremental Term Loans, and each reference to “Lenders” in the Credit Documents shall include the 2020 Incremental Lenders, in each case, unless the context shall require otherwise, and the 2020 Incremental Lenders shall have the rights and obligations of a “Lender” under the Amended Credit Agreement and the other Loan Credit Documents. Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all such 2020 Incremental Term Loans, when made, are Term Loans for all purposes under the Credit Documents, and the Administrative Agent is authorized to ▇▇▇▇ the Register accordingly to reflect the amendments and adjustments set forth herein. D. The 2020 Incremental Term Loans shall be made as a single Eurodollar Term Loan, with an initial Interest Period that commences on the First Amendment Effective Date and ends on the last day of the Interest Period applicable to the Initial Term Loans. During such initial Interest Period, the interest rate (ci.e., Applicable Margin plus the relevant Eurodollar Rate) applicable to the 2020 Incremental Term Loans shall be the same interest rate (i.e., Applicable Margin plus the relevant Eurodollar Rate) applicable for the Initial Term Loans (after giving effect to the amendments contemplated by this Amendment). E. The proceeds of the 2020 Incremental Term Loans will shall be used by (a) to fund the Borrowerconsideration payable in order to consummate the Certica Transactions on the First Amendment Effective Date, together with cash on hand(b) to refinance certain existing debt of Certica Holdings Corp., to make the Intercompany Loan a Delaware corporation (“Certica”), and its subsidiaries, (c) to pay fees and expenses incurred in connection with the incurrence Certica Transactions and (d) for the purposes set forth in Section 9.12(d) of the Amended Credit Agreement. F. The 2020 Incremental Term Loans. Concrete Mid-Holdings will use the proceeds Loans shall be repaid in accordance with Section 2.05(b) of the Intercompany Loan to make Amended Credit Agreement and shall otherwise be the Note Repayment and to pay (directly or indirectly) same as the Specified DividendInitial Term Loans.

Incremental Term Loans. (a) On Subject to the terms and subject to the conditions set forth herein, on the Incremental Facility Closing Date, each Incremental Term Loan Lender hereby agrees, severally and not jointly, to make Incremental Term Loans in Dollars to the Borrower on the Third Amendment Effective Date in an aggregate a principal amount equal to the amount set forth opposite its the name of such Incremental Term Loan Lender on Schedule I hereto (it being agreed that hereto. Amounts paid or prepaid in respect of the Incremental Term Loans made on the Incremental Facility Closing Date shall may not be funded at 99% reborrowed. [[5207641]] (b) The terms of the principal amount thereof and, notwithstanding such discount, all calculations hereunder with respect to such Incremental Term Loans, including the accrual of interest and repayment or prepayment of principal, shall be based on 100% of the stated principal amount thereof). It is understood and agreed that on the Incremental Facility Closing Date, the Incremental Term Loans shall be added to (and form part of) each Term Borrowing of outstanding Term Loans on a pro rata basis (based on as set forth in the relative sizes of the various outstanding Borrowings), so that each Term Loan Lender will participate proportionately in each then outstanding Term Borrowing. Interest will begin accruing on the Incremental Term Loans on the Incremental Facility Closing Date. (b) The Incremental Term Loans to be made pursuant to Section 3(a) hereof shall have the same terms applicable to, and shall be, Senior Lien Term Loans under the Amended Credit Agreement. For purposes of Section 2.23(b) of Notwithstanding anything to the contrary in the Credit Agreement, the Incremental Term Loans shall initially be Eurodollar Rate Loans that have an Interest Period equal to the same “effective yield” as remaining duration of the Senior Lien Interest Period then applicable to the Term Loans incurred outstanding on the Closing Third Amendment Effective Date. From , and thereafter may be converted or continued as set forth in Section 2.10 of the Amended Credit Agreement. (c) On the Third Amendment Effective Date, each Lender shall, promptly after the Incremental Facility Closing Datesatisfaction of the conditions set forth in Section 3 hereof, make available to the Administrative Agent at its address referred to in Section 11.11 of the Amended Credit Agreement, in immediately available funds, such Lender’s Pro Rata Share of the Borrowing of the Incremental Term Loans requested in the Borrowing Notice referred to in Section 3(f), and upon receipt thereof the Administrative Agent shall make the same available, in immediately available funds, to the Borrower. The parties hereto agree that the provisions of Sections 2.2(a), 2.2(b) and 3.2 of the Credit Agreement and, to the extent not consistent with this Amendment, the provisions of Section 2.19 of the Credit Agreement shall not apply to the making of the Incremental Term Loans. (d) The Incremental Term Loan Lenders Commitments shall constitute automatically terminate on the earlier of (i) the making of the Incremental Term Loans on the Third Amendment Effective Date and (ii) 5:00 p.m., New York City time, on June 28, 2019. (e) Pursuant to Section 2.19 of the Credit Agreement and the definition of “LendersTerm Loans” and in the Credit Agreement, the Incremental Term Loans shall constitute “be Term Loans”, in each case Loans for all purposes under the Credit Agreement and each other Loan Document. Without limiting the generality of the foregoing, (i) the Incremental Term Loans (A) shall constitute Obligations and have all of the benefits thereof and (B) shall be secured by the Liens granted to the Administrative Agent for the benefit of the Secured Parties under the Credit Agreement or any other Loan Document, and (ii) each Incremental Term Loan Lender shall have all of the rights, remedies, privileges and protections applicable to the Lenders under the Credit Agreement and the other Loan Documents. (c) The proceeds . For the avoidance of doubt, the Incremental Term Loans will be used by the Borrower, together with cash on hand, to make the Intercompany Loan and to pay fees and expenses are being incurred in connection with the incurrence reliance on clause (c) of the definition of “Incremental Term Loans. Concrete Mid-Holdings will use Cap” under the proceeds of the Intercompany Loan to make the Note Repayment and to pay (directly or indirectly) the Specified DividendAmended Credit Agreement.

Incremental Term Loans. (a) On Subject to the terms and subject to conditions of this Amendment and the conditions set forth herein, on the Incremental Facility Closing DateCredit Agreement, each 2021 Incremental Term Loan Lender hereby agrees, severally and not jointly, agrees to make an incremental Term Loan (collectively, the “2021 Incremental Term Loans Loans”) in immediately available funds denominated in U.S. dollars to the Borrower on the Second Amendment Closing Date (as defined below) in an aggregate a principal amount not to exceed the amount set forth opposite its such 2021 Incremental Term Loan Lender’s name on in Schedule I hereto (it being agreed that A attached hereto. The 2021 Incremental Term Loan Commitments hereunder will terminate in full upon the making of the 2021 Incremental Term Loans made on the Incremental Facility Closing Date shall be funded at 99% referred to herein. Once borrowed, amounts repaid in respect of the principal amount thereof and, notwithstanding such discount, all calculations hereunder with respect to such Incremental Term Loans, including the accrual of interest and repayment or prepayment of principal, shall be based on 100% of the stated principal amount thereof). It is understood and agreed that on the Incremental Facility Closing Date, the 2021 Incremental Term Loans shall may not be added to (and form part of) each Term Borrowing of outstanding Term Loans on a pro rata basis (based on the relative sizes of the various outstanding Borrowings), so that each Term Loan Lender will participate proportionately in each then outstanding Term Borrowing. Interest will begin accruing on the Incremental Term Loans on the Incremental Facility Closing Datereborrowed. (b) The Upon the occurrence of the Second Amendment Closing Date, each 2021 Incremental Term Loans to Loan Lender shall be made pursuant to Section 3(a) hereof shall have the same terms applicable toa Lender, and shall be, Senior Lien Term Loans under the Credit Agreement. For for all purposes of Section 2.23(b) of the Amended Credit Agreement, with an outstanding Term Loan. Following the Second Amendment Closing Date and the funding of the 2021 Incremental Term Loans Loans, each reference to “Term Loans” in the Loan Documents shall have include the same 2021 Incremental Term Loans, and each reference to “effective yieldLenders” as in the Senior Lien Loan Documents shall include the 2021 Incremental Term Loans incurred on Loan Lenders, in each case, unless the Closing Date. From context shall require otherwise, and after the Incremental Facility Closing Date, the 2021 Incremental Term Loan Lenders shall constitute have the rights and obligations of a “LendersLender” and under the Incremental Term Loans shall constitute “Term Loans”, in each case for all purposes of the Amended Credit Agreement and the other Loan Documents. Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all such 2021 Incremental Term Loans, when originally made, are Term Loans for all purposes under the Loan Documents, and the Administrative Agent is authorized to mark the Register accordingly to reflect the amendments and adjustments set forth herein. For the avoidance of doubt, upon the funding of the 2021 Incremental Term Loans on the Second Amendment Closing Date, the 2021 Incremental Term Loans and the Term Loans made on the Closing Date shall form a single Class of Term Loans for all purposes under the Amended Credit Agreement. (c) The 2021 Incremental Term Loans shall be made as a single Eurodollar Term Loan, with an initial Interest Period that commences on the Second Amendment Closing Date and ends on the last date of the Interest Period applicable to the then-outstanding Term Loans as of the Second Amendment Closing Date. During such initial Interest Period, the interest rate (i.e., Applicable Margin plus the relevant Eurodollar Rate) applicable to the 2021 Incremental Term Loans shall be the same interest rate (i.e., Applicable Margin plus the relevant Eurodollar Rate) applicable for the initial Term Loans under the Credit Agreement (after giving effect to the amendments contemplated by this Amendment). (d) The proceeds of the 2021 Incremental Term Loans will shall be used only by BRF Finance Co LLC and BRF Investments LLC solely for the Borrower, together purpose of making Investments permitted under the Credit Agreement. (e) The 2021 Incremental Term Loans shall be repaid in accordance with cash on hand, to make the Intercompany Loan and to pay fees and expenses incurred in connection with the incurrence Section 2.07(a)(ii) of the Incremental Term Loans. Concrete Mid-Holdings will use Amended Credit Agreement and shall have such terms as set forth in the proceeds of the Intercompany Loan to make the Note Repayment and to pay (directly or indirectly) the Specified DividendAmended Credit Agreement.

Incremental Term Loans. (a) On The Borrower, the Euro Incremental Term Lender and the Administrative Agent hereby agree that: A. This Amendment is an Incremental Amendment referred to in Section 2.14 of the Credit Agreement. B. The Euro Incremental Term Lender hereby agrees to provide the full amount of the Euro Incremental Term Loans (the “Euro Incremental Term Commitments”). The Euro Incremental Term Commitments shall be subject to all of the terms and subject conditions set forth herein and in the Amended Credit Agreement. C. The aggregate Euro Incremental Term Commitments as of the Third Amendment Effective Date (as hereinafter defined) are €185,000,000. The Euro Incremental Term Commitments will terminate in full upon the making of the related Incremental Term Loan. D. Subject to the satisfaction of the conditions to the effectiveness of any Incremental Amendment set forth in Section 2.14(d) of the Credit Agreement and to the satisfaction of the conditions set forth hereinin Article V below, on the Incremental Facility Closing Date, each Incremental Term Loan Lender hereby agrees, severally and not jointly, to make funding of the Euro Incremental Term Loans will occur in one drawing on the date hereof immediately following the Euro TLB Refinancing pursuant to the Borrower Borrower’s request (even if, with respect to the Euro Incremental Term Loans pursuant to this Amendment only and not any other Borrowing, the deadlines for notices of Borrowing in an aggregate principal amount set forth opposite its name on Schedule I hereto Section 2.02 of the Credit Agreement are not strictly observed) (it being agreed understood that the Borrower shall be permitted to request the Borrowing of the Refinancing Term Loans and Euro Incremental Term Loans made in a single drawing). In the event that all or any portion of the Euro Incremental Term Loans are not borrowed on or before the date hereof, the unborrowed portion of the Euro Incremental Term Commitments shall automatically terminate on the date hereof unless the Euro Incremental Facility Closing Date Term Lender shall, in its sole discretion, agree to an extension. E. The Euro Incremental Term Commitments provided pursuant to this Amendment shall be funded at 99% constitute Incremental Term Commitments referred to in Section 2.14 of the principal amount thereof Credit Agreement and, notwithstanding such discount, all calculations hereunder with respect to such upon the Third Amendment Incremental Term Loans, including the accrual of interest and repayment or prepayment of principal, shall be based on 100% of the stated principal amount thereof). It is understood and agreed that on the Incremental Facility Closing Effective Date, the Euro Incremental Term Commitments of the Euro Incremental Term Lender shall become the Euro Incremental Term Loans shall be added to (and form part of) each Term Borrowing of outstanding Term Loans on a pro rata basis (based on the relative sizes of the various outstanding Borrowings), so that each Term Loan Lender will participate proportionately in each then outstanding Term Borrowing. Interest will begin accruing on the Euro Incremental Term Loans on the Incremental Facility Closing Date. (b) Lender. F. The Incremental Term Loans to be made pursuant to Section 3(a) hereof shall have the same terms applicable to, and shall be, Senior Lien Term Loans under the Credit Agreement. For purposes of Section 2.23(b) of the Credit Agreement, the Euro Incremental Term Loans shall have the same “effective yield” terms as the Senior Lien Refinanced Term Loans incurred on the Closing Date. From and after the Incremental Facility Closing Date, the Incremental shall be deemed to be “Initial Term Loan Lenders shall constitute “LendersLoans” and the Incremental Term Loans shall constitute “Initial Euro Term Loans”, in each case ” for all purposes of under the Amended Credit Agreement and the each other Loan DocumentsDocument. (c) The proceeds of the Incremental Term Loans will be used by the Borrower, together with cash on hand, to make the Intercompany Loan and to pay fees and expenses incurred in connection with the incurrence of the Incremental Term Loans. Concrete Mid-Holdings will use the proceeds of the Intercompany Loan to make the Note Repayment and to pay (directly or indirectly) the Specified Dividend.

Incremental Term Loans. (a) On Subject to the terms and subject to conditions of this Second Amendment and the conditions set forth herein, on the Incremental Facility Closing DateCredit Agreement, each Incremental Term Loan Lender hereby severally agrees, severally and not jointly, to make Incremental Term Loans (the “2018 Incremental Term Loans”) by delivering to the Borrower Administrative Agent immediately available funds for the account of the Borrowers on the Second Amendment Effective Date in an aggregate a principal amount equal to the amount set forth opposite its such Incremental Term Loan Lender’s name on in Schedule I A annexed hereto (it being agreed that the “Incremental Term Loan Commitments”). Once borrowed, amounts repaid in respect of the 2018 Incremental Term Loans made on may not be reborrowed. The Incremental Term Loan Commitments hereunder will terminate in full upon the Incremental Facility Closing Date shall be funded at 99% making of the principal amount thereof and, notwithstanding such discount, all calculations hereunder with respect to such Incremental Term Loans, including the accrual of interest and repayment or prepayment of principal, shall be based on 100% of the stated principal amount thereof). It is understood and agreed that on the Incremental Facility Closing Date, the 2018 Incremental Term Loans shall be added referred to (and form part of) each Term Borrowing of outstanding Term Loans on a pro rata basis (based on the relative sizes of the various outstanding Borrowings), so that each Term Loan Lender will participate proportionately in each then outstanding Term Borrowing. Interest will begin accruing on the Incremental Term Loans on the Incremental Facility Closing Dateherein. (b) The Incremental Term Loans to be made pursuant to Section 3(a) hereof shall have the same terms applicable to, and shall be, Senior Lien Term Loans under the Credit Agreement. For purposes of Section 2.23(b) of the Credit Agreement, the 2018 Incremental Term Loans shall have the same “effective yield” as the Senior Lien Term Loans incurred be borrowed in full on the Closing Date. From and after the Incremental Facility Closing Second Amendment Effective Date, at which time the Incremental Term Loan Lenders Commitments shall be automatically terminated in full. (c) This Second Amendment shall constitute “Lenders” and (i) the Incremental Term Loans shall constitute “Term Loans”, in each case for all purposes notice required pursuant to Section 2.14 of the Credit Agreement and (ii) an Incremental Commitment Amendment for purposes of Section 2.14 of the other Loan DocumentsCredit Agreement. (cd) The proceeds of the 2018 Incremental Term Loans will shall be used by the Borrower, together with cash on hand, (i) to make a Restricted Payment in the Intercompany Loan amount an amount not to exceed $26,800,000 on or about the Second Amendment Effective Date, (ii) to pay the Holdback Amount when due in accordance with the terms of the ML Acquisition Agreement and (iii) to pay fees and expenses incurred in connection with the incurrence 2018 Incremental Term Loans and each of the foregoing. (e) The 2018 Incremental Term Loans. Concrete Mid-Holdings will use the proceeds Loans shall be additional Term Loans of the Intercompany Loan to make the Note Repayment same tranche as (and to pay (directly or indirectlybe an increase to, and fungible with) the Specified DividendTerm Loans in existence under the Existing Credit Agreement on the Second Amendment Effective Date (the “Existing Term Loans”) and shall be “Term Loans” for all purposes of the Loan Documents (and, for the avoidance of doubt, shall commence amortizing on December 31, 2018 and shall amortize at the same percentage as the Existing Term Loans on the Second Amendment Effective Date). Accordingly, (i) the 2018 Incremental Term Loans shall constitute Obligations of the Borrowers, (ii) the 2018 Incremental Term Loans shall be secured and guaranteed on a pari passu basis with the Existing Term Loans and (iii) except to the extent otherwise set forth herein, the terms and conditions applicable to the 2018 Incremental Term Loans shall be the same as the terms and conditions applicable to the Existing Term Loans. (f) From and after the Second Amendment Effective Date, in no event shall the Net Cash Proceeds of the 2018 Incremental Term Loans constitute Unrestricted Cash and Cash Equivalents in calculating and/or determining Consolidated Funded Indebtedness.

Incremental Term Loans. (a) On Subject to the terms and subject to the conditions set forth herein, on herein and in the Incremental Facility Closing DateExisting Credit Agreement, each Incremental Term Loan Lender hereby agrees, severally and not jointly, to make an Incremental Term Loans Loan to the Borrower denominated in an aggregate dollars in a single drawing on the Incremental Closing Date in the principal amount set forth opposite its such Incremental Term Lender’s name on Schedule I hereto (it the commitment of each Incremental Term Lender to make such Incremental Term Loan being agreed that the called its “Incremental Term Commitment”). Amounts repaid in respect of Incremental Term Loans made on the Incremental Facility Closing Date shall may not be funded at 99% reborrowed. (b) The terms of the principal amount thereof and, notwithstanding such discount, all calculations hereunder with respect to such Incremental Term Loans, including the accrual of interest and repayment or prepayment of principal, shall be based on 100% of the stated principal amount thereof). It is understood and agreed that on the Incremental Facility Closing Date, the Incremental Term Loans shall be added identical to (and form part of) each Term Borrowing those of outstanding the Existing Term Loans on a pro rata basis (based on outstanding immediately prior to the relative sizes Incremental Closing Date. In furtherance of the various outstanding Borrowings)foregoing, so that each pursuant to Section 2.20 of the Existing Credit Agreement, and effective as of the Incremental Closing Date, for all purposes of the Loan Documents, (i) the Incremental Term Loan Lender will participate proportionately in each then outstanding Commitments shall constitute a Term Borrowing. Interest will begin accruing on Commitment Increase established, and the Incremental Term Loans on made hereunder shall constitute an increase in the aggregate amount of the Existing Term Loans outstanding immediately prior to the Incremental Facility Closing Date. (b) The Incremental Term Loans to be made pursuant to Date incurred, in accordance with Section 3(a) hereof shall have the same terms applicable to, and shall be, Senior Lien Term Loans under the Credit Agreement. For purposes of Section 2.23(b) 2.20 of the Existing Credit Agreement, (ii) the Incremental Term Commitments shall be “Commitments” under the Existing Credit Agreement, (iii) the Incremental Term Loans made pursuant to the Incremental Term Commitments shall have be “Term Loans” under the Existing Credit Agreement and shall constitute Loans of the same “effective yield” Class as the Senior Lien Existing Term Loans incurred on the Closing Date. From and after outstanding immediately prior to the Incremental Facility Closing Date, the Incremental Term Loan Lenders shall constitute “Lenders” and (iv) Borrowings of the Incremental Term Loans shall constitute “Term Loans”Borrowings” under the Existing Credit Agreement, in each case including for all purposes of repayments due in respect of Term Borrowings under Section 2.10 of the Existing Credit Agreement (and the amount of each scheduled amortization payment in respect of Term Borrowings pursuant to Section 2.10(a) of the Existing Credit Agreement shall be increased (commencing with the amortization payment due on the last day of March 2018) to be $2,997,685.93, subject to adjustment thereof pursuant to Section 2.10(c) of the Existing Credit Agreement), and (v) each Incremental Term Lender shall be a “Lender” and a “Term Lender” under the Existing Credit Agreement, shall be a party to the Existing Credit Agreement as a Lender and a Term Lender, shall have all the rights and obligations of, and benefits accruing to, a Lender and a Term Lender under the Existing Credit Agreement and shall be bound by all agreements, acknowledgements and other obligations of a Lender and a Term Lender. Without limiting the other Loan Documentsforegoing, the Incremental Term Loans made hereunder shall mature on the Term Maturity Date, shall participate in any mandatory or voluntary prepayments on a pro rata basis with the Existing Term Loans outstanding immediately prior to the Incremental Closing Date and, subject to paragraph (c) of this Section and Section 2 hereof, shall bear interest at the rate specified in the Existing Credit Agreement as applicable to the Existing Term Loans outstanding immediately prior to the Incremental Closing Date. (c) It is the intent of the parties to this Amendment that all Incremental Term Loans made on the Incremental Closing Date be included in each outstanding Borrowing of Existing Term Loans outstanding immediately prior to the Incremental Closing Date on a pro rata basis. In furtherance of the foregoing, and notwithstanding anything to the contrary in the Amended Credit Agreement, each of the parties hereto agrees that a portion of each Incremental Term Loan shall be allocated to each Borrowing of Existing Term Loans outstanding immediately prior to the Incremental Closing Date on a pro rata basis and that the interest rate applicable to each such Incremental Term Loan allocated to a Eurocurrency Borrowing for the remainder of the existing Interest Period applicable to such Borrowing shall equal the Adjusted LIBO Rate applicable on the Incremental Closing Date to the Existing Term Loans included in such Borrowing and outstanding immediately prior to the Incremental Closing Date plus the Applicable Rate. Subject to the proviso to Section 2.13(d) of the Credit Agreement, accrued interest on the portion of the Incremental Term Loans included in each Borrowing of the Existing Term Loans outstanding immediately prior to the Incremental Closing Date pursuant to this paragraph (c) shall be payable in arrears on each Interest Payment Date applicable to such Borrowing; provided that, notwithstanding anything to the contrary above, any conversion or continuation of any Borrowing of Term Loans (including the Incremental Term Loans included therein), and the election of any Interest Period therefor, occurring prior to the end of any existing Interest Period applicable to such Borrowing as of the Incremental Closing Date shall be allocated ratably among the Lenders holding all Term Loans (including the Incremental Term Loans) included in such Borrowing. It is acknowledged and agreed that each payment of interest on the Term Loans (including the Incremental Term Loans) shall be allocated by the Administrative Agent among the Existing Term Lenders and the Incremental Term Lenders in a manner that reflects the actual number of days of interest accrued on the outstanding principal amount of the Incremental Term Loans compared to the actual number of days of interest accrued on the outstanding principal amount of the Existing Term Loans outstanding immediately prior to the Incremental Closing Date. (d) The funding of the Incremental Term Loans to be made hereunder shall be made in the manner contemplated by Section 2.06 of the Existing Credit Agreement. Unless previously terminated, the Incremental Term Commitments shall terminate at 5:00 p.m., New York City time, on March 28, 2018. (e) The Borrower shall use the proceeds of the Incremental Term Loans will be used by solely for the Borrowerpurposes set forth in the introductory statements to this Amendment. (f) The Administrative Agent hereby consents to this Amendment and confirms that each Incremental Term Lender not already a Lender under the Credit Agreement immediately prior to the Incremental Closing Date is acceptable to the Administrative Agent. (g) Each Incremental Term Lender hereby consents to the amendments to the Existing Credit Agreement set forth in this Amendment, together with cash on hand, to make the Intercompany Loan and to pay fees and expenses incurred in connection with the incurrence effective as of the Incremental Term Loans. Concrete Mid-Holdings will use the proceeds of the Intercompany Loan to make the Note Repayment and to pay (directly or indirectly) the Specified DividendThird Amendment Effective Date.

Incremental Term Loans. (a) On the terms and subject to the conditions set forth herein, on the Incremental Facility Closing Date, each Incremental Term Loan Lender hereby agrees, severally and not jointly, to make Incremental Term Loans to the Borrower in an aggregate principal amount set forth opposite its name on Schedule I hereto (it being agreed that the Incremental Term Loans made on the Incremental Facility Closing Date shall be funded at 9999.0% of the principal amount thereof and, notwithstanding such discount, all calculations hereunder with respect to such Incremental Term Loans, including the accrual of interest and repayment or prepayment of principal, principal shall be based on 100% of the stated principal amount thereof). It is understood and agreed that on the Incremental Facility Closing Date, the Incremental Term Loans shall be added to (and form part of) each Term Borrowing of outstanding Term Loans on a pro rata basis (based on the relative sizes of the various outstanding Borrowings), so that each Term Loan Lender will participate proportionately in each then outstanding Term Borrowing. Interest will begin accruing on the Incremental Term Loans on the Incremental Facility Closing Date. (b) The Incremental Term Loans to be made pursuant to Section 3(a) hereof shall have the same terms (including, for purposes of Section 2.23(b) of the Credit Agreement, the same “effective yield”) applicable to, and shall be, Senior Lien Term Loans under the Credit Agreement. For purposes of Section 2.23(b) of the Credit Agreement, the Incremental Term Loans shall have the same “effective yield” as the Senior Lien Term Loans incurred on the Closing Date. From and after the Incremental Facility Closing Date, the Incremental Term Loan Lenders shall constitute “Lenders” and the Incremental Term Loans shall constitute “Term Loans”, in each case for all purposes of the Credit Agreement and the other Loan Documents. (c) The proceeds of the Incremental Term Loans will be used by to pay (directly or indirectly through HP&P) the Borrower, together with cash on hand, consideration to make consummate the Intercompany Loan Acquisition to the Seller and to pay fees and expenses incurred in connection with the Acquisition and the incurrence of the Incremental Term Loans. Concrete Mid-Holdings will use the proceeds of the Intercompany Loan to make the Note Repayment and to pay (directly or indirectly) the Specified Dividend.

Incremental Term Loans. This Section 3 is an Incremental Term Loan Amendment as referred to in the Credit Agreement, and each Borrower and each of the Incremental Term Loan Lenders with respect to the 2021 Incremental Term Loan Facility (each a “2021 Incremental Term Loan Lender”) identified on the signature pages hereto hereby agrees, subject to the terms and conditions set forth in Section 4 below, and in Section 2.25(b) of the Credit Agreement, as follows: (a) On Pursuant to Section 2.25(b) of the terms and subject Credit Agreement, there is hereby established under the Credit Agreement a new Class of Incremental Term Loan Commitments (each a “2021 Incremental Term Loan Commitment”) to make Incremental Term Loan Advances to RLP (the conditions set forth herein, on “2021 Incremental Term Loan Advances”) under the 2021 Incremental Term Loan Facility Closing Date, to be made by the 2021 Incremental Term Loan Lenders. The amount of the 2021 Incremental Term Loan Commitment of each 2021 Incremental Term Loan Lender hereby agrees, severally and not jointly, to make Incremental Term Loans to the Borrower in an aggregate principal amount is set forth opposite its such 2021 Incremental Term Loan Lender’s name on Schedule I hereto (it being agreed that the hereto. Each 2021 Incremental Term Loans made on the Loan Lender party hereto severally agrees to make an Incremental Facility Closing Date shall be funded at 99% of the principal amount thereof and, notwithstanding such discount, all calculations hereunder Term Loan Advance with respect to such the 2021 Incremental Term LoansLoan Facility to RLP in Dollars in one advance on or before June 1, including 2022 (the accrual date on which such 2021 Incremental Term Loan Facility is funded, the “2021 Incremental Term Loan Funding Date”) in the amount of interest and repayment or prepayment of principal, shall be based on 100% such Lender’s 2021 Incremental Term Loan Commitment. The aggregate amount of the stated principal amount thereof). It is understood and agreed that on the Incremental Facility Closing Date, the 2021 Incremental Term Loans shall be added to Loan Commitments is TWO HUNDRED MILLION DOLLARS (and form part of$200,000,000) each Term Borrowing of outstanding Term Loans on a pro rata basis (based on the relative sizes as of the various outstanding Borrowings), so that each Term Loan Lender will participate proportionately in each then outstanding Term Borrowing. Interest will begin accruing on the Incremental Term Loans on the Incremental Facility Closing 2021 Increased Amount Date. (b) The To request the Borrowing of 2021 Incremental Term Loans Loan Advances under this Section 3, RLP shall submit a Notice of Borrowing to the Administrative Agent not later than (x) 12:00 Noon (New York City time) on the third Business Day prior to the 2021 CHAR1\1795764v6 Incremental Term Loan Funding Date in the case of a Borrowing to be made pursuant comprised of Eurodollar Rate Advances or (y) 12:00 Noon (New York City time) on the 2021 Incremental Term Loan Funding Date in the case of a Borrowing to Section 3(a) hereof shall have be comprised of Alternate Base Rate Advances, subject to the same terms applicable to, requirements of a Notice of Borrowing for Revolving Credit Advances and shall be, Senior Lien Term Loans under Loan Advances as provided in Section 2.02 of the Credit Agreement. For purposes of Section 2.23(b) RLP shall also have the right, from time to time, upon at least three Business Days’ notice to the Administrative Agent, to terminate in whole or permanently reduce ratably in part the unused portions of the Credit Agreement, the Incremental Term Loans shall have the same “effective yield” as the Senior Lien Term Loans incurred on the Closing Date. From and after the Incremental Facility Closing Date, the respective 2021 Incremental Term Loan Lenders shall constitute “Lenders” and Commitment of the 2021 Incremental Term Loans Loan Lenders, provided that each partial reduction shall constitute “Term Loans”, be in each case for all purposes the aggregate amount of the Credit Agreement and the other Loan Documents$5,000,000 or an integral multiple of $1,000,000 in excess thereof. (c) The closing date for the 2021 Incremental Term Loan Facility is June 1, 2021 (the “2021 Increased Amount Date”). (d) The Maturity Date for the 2021 Incremental Term Loan Advances is June 1, 2029. (e) The proceeds of the 2021 Incremental Term Loans will Loan Advances shall be used by the Borrowerfor general corporate purposes, together with cash on handincluding, if applicable, to make the Intercompany Loan and to pay refinance existing Debt (including fees and expenses incurred in connection therewith). (f) The 2021 Incremental Term Loan Advances (when funded) shall constitute obligations of RLP and shall be guaranteed with the incurrence all Term Loan Advances on a pari passu basis. (g) Each of the 2021 Incremental Term Loans. Concrete Mid-Holdings will use Loan Lenders party hereto and RLP hereby agrees that (x) the proceeds 2021 Incremental Term Loan Advances shall not be subject to scheduled amortization, (y) the Applicable Margins for the 2021 Incremental Term Loan Advances shall be equal to the applicable percentage set forth below corresponding to the Leverage Ratio then in effect as set forth below, and (z) subject to Section 2.22(a)(iii) of the Intercompany Credit Agreement (which shall be deemed to apply, mutatis mutandis, to the 2021 Incremental Term Loan Unused Commitment Fee and this clause (z)), RLP shall pay to make the Note Repayment Administrative Agent for the ratable account of each 2021 Incremental Term Loan Lender an unused commitment fee (the “2021 Incremental Term Loan Unused Commitment Fee”) on such Lender’s portion of the 2021 Incremental Term Loan Commitment from the 2021 Increased Amount Date until the earlier of (i) the 2021 Incremental Term Loan Funding Date and (ii) the date on which the commitments under the 2021 Incremental Term Loan Facility are terminated in full or reduced to zero at a rate per annum set forth below corresponding to the Leverage Ratio then in effect as set forth below, payable in arrears quarterly on the first Business Day of each April, July, October and January, commencing on July 1, 2021, and on the 2021 Incremental Term Loan Funding Date or any earlier date of termination of the 2021 Incremental Term Loan Commitments or reduction of the 2021 Incremental Term Loan Commitments to zero. All 2021 Incremental Term Loan Unused Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). CHAR1\1795764v6 For purposes of determining the Applicable Margin with respect to the 2021 Incremental Term Loan Advances: (i) The Applicable Margin shall be set at Level II until receipt of the Compliance Certificate for the measurement period ending June 30, 2021 (unless any prior financial statements demonstrate that a higher Pricing Level should have been applicable during such period, in which case such higher Pricing Level shall be deemed to be applicable during such period). (ii) The Applicable Margin shall be recomputed as of the end of each fiscal quarter ending on and after the measurement period ending on June 30, 2021 based on the Leverage Ratio as of such quarter end. Any increase or decrease in the Applicable Margin computed as of a quarter end shall be effective no later than five (5) Business Days following the date on which the certificate evidencing such computation is due to be delivered under 5.01(k)(iii) of the Credit Agreement. If a certificate is not delivered when due in accordance with such Section 5.01(k)(iii) of the Credit Agreement then the rates in Level IV shall apply as of the first Business Day after the date on which such certificate was required to have been delivered and shall remain in effect until the date on which such certificate is delivered. (iii) If, as a result of any restatement of or other adjustment to the financial statements of Rayonier or for any other reason, Rayonier or the Lenders determine that (i) the Leverage Ratio as calculated by Rayonier as of any applicable date was inaccurate and (ii) a proper calculation of the Leverage Ratio would have resulted in higher pricing for such period, the Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders, promptly on demand by the Administrative Agent (directly or, after the occurrence of an actual or indirectly) deemed entry of an order for relief with respect to any Borrower under the Specified Dividend.Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under Section 2.3 or Section 2.23 of the Credit Agreement. CHAR1\1795764v6

Incremental Term Loans. (a) On the terms and subject to the conditions set forth herein, on the Incremental Facility Closing Date, each A. Each Incremental Term Loan Lender hereby agrees, severally and not jointly, to make make, on the Fourth Restatement Effective Date and after giving effect to the Amendment and Restatement, an Incremental Term Loans Loan to Company in a principal amount not to exceed the Borrower in an aggregate principal amount set forth opposite its name on Schedule I hereto (it being agreed that the Incremental Term Loans made on the Incremental Facility Closing Date shall be funded at 99% of the principal amount thereof and, notwithstanding such discount, all calculations hereunder with respect next to such Incremental Term LoansLender’s name on Schedule 1 hereto. Incremental Term Loans repaid or prepaid may not be reborrowed. B. Except as otherwise provided herein, including the accrual making of interest and repayment or prepayment of principal, shall be based on 100% of the stated principal amount thereof). It is understood and agreed that on the Incremental Facility Closing Date, the Incremental Term Loans shall be added subject to the terms and conditions set forth in the Restated Credit Agreement (and form part of) each Term Borrowing of outstanding including subsection 2.1 thereof); provided that, notwithstanding anything to the contrary in subsection 2.1C, all Incremental Term Loans shall be made by Incremental Term Lenders ratably in accordance with the amounts set forth next to their names on a pro rata basis (based on the relative sizes Schedule 1 hereto. C. The terms of the various outstanding Borrowings), so that each Term Loan Lender will participate proportionately in each then outstanding Term Borrowing. Interest will begin accruing on the Incremental Term Loans (including as to the final maturity thereof) shall be identical to those of the Term Loans outstanding immediately prior to the Fourth Restatement Effective Date (as such terms are modified on the Incremental Facility Closing Date. (b) The Incremental Term Loans to be made Fourth Restatement Effective Date pursuant to Section 3(a) hereof shall have the same terms applicable tothis Agreement), and shall be, Senior Lien Term Loans under the Credit Agreement. For purposes of Section 2.23(b) of the Credit Agreement, the Incremental Term Loans shall have the same “effective yield” as the Senior Lien Term Loans incurred on the Closing Date. From and after the Incremental Facility Closing Date, the Incremental Term Loan Lenders shall constitute “Lenders” and the Incremental Term Loans shall constitute additional “Term Loans”, in each case ” and be a part of a single Class with such outstanding Term Loans for all purposes of the Restated Credit Agreement and the other Loan Documents. (c) The D. Company shall use the proceeds of the Incremental Term Loans will be used by solely to (a) redeem the Borrower, together Senior Subordinated Notes (and on the Fourth Restatement Effective Date the Company shall irrevocably deposit the proceeds of the Incremental Term Loans with cash on hand, to make the Intercompany Loan trustee under the Senior Subordinated Note Indenture for the purpose of redeeming the Senior Subordinated Notes in accordance with the Fourth Restatement Effective Date Notice of Redemption (as defined below)) and to (b) pay fees and expenses incurred in connection with therewith. E. Each of Administrative Agent, Amendment Requisite Lenders, Incremental Term Lenders and Company consents to the incurrence Transactions and each hereby acknowledges and agrees that, notwithstanding anything to the contrary set forth in the Existing Credit Agreement (including subsection 2.1A(iii) thereof), on and as of the Fourth Restatement Effective Date, subject to the terms and conditions set forth herein and in the Restated Credit Agreement, Company shall be permitted to incur the Incremental Term Loans. Concrete Mid-Holdings will use Loans hereunder. F. Notwithstanding anything to the proceeds contrary in the Existing Credit Agreement or the Restated Credit Agreement (including subsection 2.2B thereof and the definition of the Intercompany Loan term “Interest Period”), the Incremental Term Loans shall be, on the Fourth Restatement Effective Date, allocated ratably to make the Note Repayment then outstanding Interest Periods applicable to the Term Loans outstanding immediately prior to the Fourth Restatement Effective Date (and, to the extent any of such outstanding Term Loans are Base Rate Loans, allocated ratably as Base Rate Loans), with the initial Interest Periods for such Incremental Term Loans allocated as Eurodollar Rate Loans to be the periods commencing on (and to pay (directly or indirectlyincluding) the Specified Dividenddate of borrowing of such Incremental Term Loans and ending on (and including) the last day of the Interest Periods then applicable to such outstanding Term Loans.

Incremental Term Loans. (a) On the terms and subject The Borrower may, by written notice to the conditions set forth herein, Administrative Agent on up to six (6) occasions during the Incremental Facility Closing period from the Restatement Effective Date to the date that is 30 days prior to the Maturity Date, enter into one or more tranches of incremental term loans (each an “Incremental Term Loan Lender hereby agrees, severally Loan”) in an amount not to exceed the aggregate amount of $165,000,000 (and not jointly, less than $25,000,000 (and increments of $2,500,000 in excess thereof) in respect of any individual tranche of Incremental Term Loans) one or more additional Lenders (which may include any existing Lender) willing to make provide such Incremental Term Loans in their own discretion. The Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with the assistance of the Borrower, to arrange a syndicate of Lenders willing to hold the Borrower in an aggregate principal amount set forth opposite its name on Schedule I hereto (it being agreed that the requested Incremental Term Loans made on the Incremental Facility Closing Date shall be funded at 99% of the principal amount thereof and, notwithstanding such discount, all calculations hereunder with respect Loans. If Lenders are willing to provide such Incremental Term Loans, including the accrual Incremental Term Loans may be made with the consent of interest only the Borrower, the Administrative Agent, and repayment each new or prepayment of principal, shall be based on 100% of existing Lender providing such Incremental Term Loan so long as the stated aggregate outstanding principal amount thereof)of all Loans does not exceed $400,000,000 less any voluntary reductions after the Restatement Effective Date pursuant to Section 2.05. It is understood and agreed that on the Nothing in this Section 2.03 shall constitute or be deemed to constitute an agreement by any Lender to provide Incremental Facility Closing Date, the Term Loans. Such Incremental Term Loans shall be added to (evidenced by the execution and form part of) each Term Borrowing delivery of outstanding Term Loans on a pro rata basis (based on the relative sizes of the various outstanding Borrowings), so that each Term Loan Lender will participate proportionately in each then outstanding Term Borrowing. Interest will begin accruing on the an Amendment Regarding Incremental Term Loans in the form of Exhibit I attached hereto by the Borrower, the Administrative Agent and the new Lender or existing Lender providing such Incremental Term Loan, a copy of which shall be forwarded to each Lender by the Administrative Agent promptly after execution thereof. The Borrower agrees to pay all fees associated with any Incremental Term Loans including any amounts due under Section 3.05 in connection with any reallocation of Eurodollar Borrowings. Notwithstanding the foregoing, no Incremental Term Loan shall become effective under this Section 2.03 unless (i) on the Incremental Facility Closing Date. date of such effectiveness, (x) the Administrative Agent shall have received such customary certificates, documents and opinion letters as it may reasonably request (it being understood and agreed that the forms of certificates, documents and opinion letters delivered pursuant to Section 5.01(a)(ii) through (vi) shall be acceptable) and (y)(A) the conditions set forth in Section 5.02(a) and (b) The shall be satisfied and (B) after giving effect to the Incremental Term Loans to be made on such date, the Total Outstandings shall not exceed the Borrowing Base and, in each case, the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Borrower, which certificate can be incorporated into and constitute a part of an Amendment Regarding Incremental Term Loans executed by the Borrower pursuant to this Section 3(a) hereof shall have the same terms applicable to2.03, and (ii) the Borrower shall be, Senior Lien Term Loans under be in pro forma compliance with the Credit Agreement. For purposes of covenants set forth in Section 2.23(b) of the Credit Agreement, 8.14 after giving effect to the Incremental Term Loans to be made on such date and the application of the proceeds therefrom as if made and applied on such date. The Incremental Term Loans (i) shall rank pari passu in right of payment with the Loans, (ii) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (iii) shall be treated substantially the same “effective yield” as (and in any event no more favorably than) the Senior Lien Loans; provided that the terms and conditions applicable to any tranche of Incremental Term Loans incurred on maturing after the Closing Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date. From and after the Incremental Facility Closing Date, the Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Lenders shall constitute “Lenders” Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, the other Loan Parties, each new Lender participating in such tranche (if any), each existing Lender participating in such tranche (if any) and the Administrative Agent. The Incremental Term Loans shall constitute “Term Loans”Loan Amendment may, in each case for all purposes without the consent of the Credit any other Lenders (except as expressly required pursuant to Section 11.01), effect such amendments to this Agreement and the other Loan Documents. (c) The proceeds Documents as may be necessary or appropriate, in the reasonable opinion of the Incremental Term Loans will be used by the Borrower, together with cash on handAdministrative Agent, to make effect the Intercompany Loan and to pay fees and expenses incurred in connection with the incurrence provisions of the Incremental Term Loans. Concrete Mid-Holdings will use the proceeds of the Intercompany Loan to make the Note Repayment and to pay (directly or indirectly) the Specified Dividendthis Section 2.03.

Incremental Term Loans. (a) On Each party hereto agrees that the terms and subject to the conditions set forth herein, on the Incremental Facility Closing Date, each Incremental Term Loan Lender hereby agrees, severally shall be considered a Lender for all purposes under the Credit Documents. The Incremental Term Loan Lender agrees to be bound by the terms of the Credit Documents and not jointly, to make Incremental Term Loans to the Borrower in an aggregate principal amount not to exceed $165,000,000. The Incremental Term Loans will be an increase in the Term B-2 Loans (to be redesignated as the Term B-2-A Loans as set forth opposite its name on Schedule I hereto herein) outstanding prior to the date hereof (it being agreed that the “Existing Term Loans”) and the Existing Term Loans and the Incremental Term Loans will collectively comprise a single Tranche of Term B-2 Loans. The Incremental Term Loans shall have terms and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-2 Loans for all purposes under the Credit Agreement. The aggregate amount of the Incremental Term Loans made on the Incremental Facility Closing Date under this Amendment shall be funded at 99% of $165,000,000. The Borrower shall use the principal amount thereof and, notwithstanding such discount, all calculations hereunder with respect to such Incremental Term Loans, including the accrual of interest and repayment or prepayment of principal, shall be based on 100% of the stated principal amount thereof). It is understood and agreed that on the Incremental Facility Closing Date, the Incremental Term Loans shall be added to (and form part of) each Term Borrowing of outstanding Term Loans on a pro rata basis (based on the relative sizes of the various outstanding Borrowings), so that each Term Loan Lender will participate proportionately in each then outstanding Term Borrowing. Interest will begin accruing on the Incremental Term Loans on the Incremental Facility Closing Date. (b) The Incremental Term Loans to be made pursuant to Section 3(a) hereof shall have the same terms applicable to, and shall be, Senior Lien Term Loans under the Credit Agreement. For purposes of Section 2.23(b) of the Credit Agreement, the Incremental Term Loans shall have the same “effective yield” as the Senior Lien Term Loans incurred on the Closing Date. From and after the Incremental Facility Closing Date, the Incremental Term Loan Lenders shall constitute “Lenders” and the Incremental Term Loans shall constitute “Term Loans”, in each case for all purposes of the Credit Agreement and the other Loan Documents. (c) The proceeds of the Incremental Term Loans will be used by as set forth in the Borrowerrecitals to this Amendment. (b) Without limiting the generality of the foregoing and except as set forth in this Amendment, together with cash on hand, to make the Intercompany Loan and to pay fees and expenses incurred in connection with the incurrence of the Incremental Term Loans. Concrete Mid-Holdings will use the proceeds Loans shall: (i) constitute Obligations and have all of the Intercompany Loan benefits thereof, (ii) have terms, rights, remedies, privileges and protections identical to make those applicable to Initial Term Loans under the Note Repayment Credit Agreement and each of the other Credit Documents and (iii) be secured by the Liens granted to pay (directly or indirectly) the Specified DividendCollateral Agent for the benefit of the Guaranteed Creditors under the Security Agreement.

Incremental Term Loans. (a) On Subject to the terms and subject to the conditions set forth herein, on herein and pursuant to Section 2.01(a) of the Incremental Facility Closing DateCredit Agreement, each Incremental Term Loan Lender hereby agreesLenders severally agrees to make, severally and not jointlyon the Refinancing Amendment Effective Date, to make term loans (collectively, the “Incremental Term Loans Loans”) in Dollars to the Borrower in an aggregate principal amount equal to the commitment amount set forth opposite its name on Schedule I hereto (it being agreed that the Incremental Term Loans made on the Incremental Facility Closing Date shall be funded at 99% of the principal amount thereof and, notwithstanding such discount, all calculations hereunder with respect next to such Incremental Term LoansLender’s name in Schedule 1B hereto under the caption “Incremental Term Commitment” (the “Incremental Term Commitment”) on the terms set forth in this Amendment immediately after giving effect to the Refinancing Amendment, including the accrual of interest amendments contemplated by Section 1 above, and repayment or prepayment of principal, shall be based on 100% the refinancing of the stated principal amount thereof)Existing Term Loans as contemplated hereby. It is understood and agreed that The Incremental Term Lender’s Incremental Term Commitment shall terminate on the Incremental Facility Closing Date, Refinancing Amendment Effective Date (immediately after giving effect to the Incremental Term Loans shall be added to (and form part of) each Term Borrowing of outstanding Term Loans on a pro rata basis (based on the relative sizes of the various outstanding Borrowings), so that each Term Loan Lender will participate proportionately in each then outstanding Term Borrowing. Interest will begin accruing on the Incremental Term Loans on the such date). Incremental Facility Closing DateTerm Loans borrowed under this Section 3 and subsequently repaid or prepaid may not be reborrowed. (b) The Incremental Term Loans to be made pursuant to Section 3(ashall (i) hereof shall have the same terms applicable toset forth in the Credit Agreement, and shall be(ii) taken together with the Refinancing Term Loans, Senior Lien comprise a single class of Term Loans under the Credit Agreement. For purposes of Section 2.23(b) of the Credit Agreement, the Incremental Term Loans shall have the same Agreement referred to therein as “effective yield” as the Senior Lien Term Loans incurred on the Closing Date. From and after the Incremental Facility Closing Date, the Incremental Term Loan Lenders shall constitute “Lenders” and the Incremental Term Loans shall constitute “2018 Term Loans”, in each case having identical terms as set forth herein and therein, and (iii) will for all purposes of the Credit Agreement and the other Loan DocumentsDocuments constitute “2018 Term Loans”, “Term Loans” and “Loans”. (c) The proceeds Without limiting Section 3(b) above, immediately after giving effect to the Refinancing Amendment and the refinancing of the Existing Term Loans as contemplated hereby, (i) the Incremental Term Loans will shall be used by deemed an increase in the Borroweraggregate principal amount of the Refinancing Term Loans, together (ii) the terms and conditions set forth in Section 2.13 of the Credit Agreement shall be deemed waived with cash on hand, respect to make the Intercompany Loan and to pay fees and expenses incurred in connection with the incurrence of the Incremental Term Loans. Concrete Mid-Holdings will use Loans and (iii) the proceeds incurrence of the Intercompany Loan to make Incremental Term Loans shall not reduce any available capacity under the Note Repayment Fixed Incremental Amount. (d) The initial Interest Period in respect of the Incremental Term Loans shall commence on the Refinancing Amendment Effective Date and to pay (directly or indirectly) the Specified Dividendshall end on October 22, 2018.

Incremental Term Loans. Each party hereto agrees as follows: (a) On the terms and subject to the conditions set forth herein, on the Incremental Facility Closing Date, each Incremental Term Loan Lender hereby agreesshall be considered an Incremental Term Lender for all purposes under the Loan Documents on and from the Amendment No. 1 Effective Date (as defined below); (b) on the Amendment No. 1 Effective Date, severally the Incremental Term Loan Lender agrees to be bound by the terms of the Loan Documents and not jointly, to make Incremental Term Loans to the Borrower in an aggregate principal amount set forth opposite its name on Schedule I hereto not to exceed $150,000,000; (it being agreed that c) the Incremental Term Loans shall have terms identical to the Existing Term Loans (including as to maturity) and will constitute Initial Term Loans for all purposes under the Credit Agreement, and the Existing Term Loans and the Incremental Term Loans will collectively comprise a single Class of Term Loans; (d) the aggregate amount of the Incremental Term Loans made under this Amendment shall be $150,000,000, which shall be made by the Incremental Term Loan Lender to the Borrower with an initial Interest Period that commences on the Amendment No. 1 Effective Date and ends on the last day of the Interest Period applicable to the Existing Term Loans (and the Adjusted LIBO Rate applicable to the Incremental Facility Closing Date Term Loans shall be funded at 99% the same rate applicable to the Existing Term Loans as of the principal amount thereof and, notwithstanding such discount, all calculations hereunder with respect to such Amendment No. 1 Effective Date); (e) the Borrower shall use the proceeds of the Incremental Term Loans, including Loans as set forth in the accrual of interest and repayment or prepayment of principal, recitals to this Amendment; and (f) the parties shall be based on 100% treat the Incremental Term Loans as being fungible with the Existing Term Loans for U.S. federal income tax purposes. Without limiting the generality of the stated principal amount thereof). It is understood foregoing and agreed that on the Incremental Facility Closing Dateexcept as set forth in this Amendment, the Incremental Term Loans shall be added (i) constitute Obligations and have all of the benefits thereof, (ii) have terms, rights, remedies, privileges and protections identical to (and form part of) each Term Borrowing of outstanding those applicable to Existing Term Loans on a pro rata basis (based on under the relative sizes Credit Agreement and each of the various outstanding Borrowings)other Loan Documents, so that each and the Incremental Term Loan Lender will participate proportionately in each then outstanding Term Borrowingshall be afforded all such rights, remedies, privileges and protections (including, without limitation, the MFN Protection) and (iii) be secured by the Liens granted to the Administrative Agent for the benefit of the Secured Parties under the Security Documents. Interest will begin accruing on The Administrative Agent acknowledges that the Borrower has provided adequate notice to the Administrative Agent of its request to incur the Incremental Term Loans on the Incremental Facility Closing Date. (b) The Incremental Term Loans to be made pursuant to date hereof in accordance with Section 3(a) hereof shall have the same terms applicable to, and shall be, Senior Lien Term Loans under 2.21 of the Credit Agreement. For purposes of Section 2.23(b) of the Credit Agreement, the Incremental Term Loans shall have the same “effective yield” as the Senior Lien Term Loans incurred on the Closing Date. From and after the Incremental Facility Closing Date, the Incremental Term Loan Lenders shall constitute “Lenders” and the Incremental Term Loans shall constitute “Term Loans”, in each case for all purposes of the Credit Agreement and the other Loan Documents. (c) The proceeds of the Incremental Term Loans will be used by the Borrower, together with cash on hand, to make the Intercompany Loan and to pay fees and expenses incurred in connection with the incurrence of the Incremental Term Loans. Concrete Mid-Holdings will use the proceeds of the Intercompany Loan to make the Note Repayment and to pay (directly or indirectly) the Specified Dividend.​ ​