424B3

SUNCRETE, INC.

Date: July 7, 2026

/s/ Randall Edgar

Name: Randall Edgar

Title: Chief Executive Officer

424B3 1 d27922d424b3.htm 424B3 424B3

Prospectus Supplement No. 7

(to Prospectus dated May 14, 2026)

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-295732

SUNCRETE, INC.

52,299,704 Shares of Class A Common Stock

(Inclusive of 23,714,609 shares of Class A Common Stock Issuable Upon Conversion of Class B Common Stock, 473,800 shares of Class A Common Stock Underlying Warrants, 2,525,094 shares of Class A Common Stock Underlying Pre-Funded Warrants, 1,444,445 shares of Class A Common Stock Underlying Series A Convertible Perpetual Preferred Stock and 695,110 shares of Class A Common Stock Issuable Upon Exchange of Holdco Class B Common Shares)

473,800 Warrants to Purchase Shares of Class A Common Stock

This prospectus supplement updates and supplements the prospectus of Suncrete, Inc., a Delaware corporation (the “Company,” “we,” “us” or “our”), dated May 14, 2026, which forms a part of our Registration Statement on Form S-1 (Registration No. 333-295732) (the “Prospectus”). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on July 7, 2026 (“Form 8-K”). Accordingly, we have attached the Form 8-K to this prospectus supplement. Any information included in the Form 8-K that is furnished shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

This prospectus supplement should be read in conjunction with the Prospectus. This prospectus supplement updates and supplements the information in the Prospectus. If there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

We are a “controlled company” within the meaning of the listing rules of The Nasdaq Stock Market, LLC (“Nasdaq”). As a controlled company, we are exempt from certain Nasdaq governance requirements that otherwise apply to the composition and function of our board of directors (the “Board”). As a result, (i) our Board does not have a majority of independent directors, (ii) the compensation of our executive officers is not determined by a majority of the independent directors or a committee of independent directors, and (iii) director nominees are not selected or recommended by a majority of the independent directors or a committee of independent directors. As of May 5, 2026, the SunTx Group (as defined in the Prospectus) beneficially owned approximately 82.6% of the voting power of our outstanding common stock. If at any time we cease to be a controlled company, we will take all action necessary to comply with the listing rules of Nasdaq, including appointing a majority of independent directors to our Board and ensuring our compensation committee and nominating and corporate governance committee are each composed entirely of independent directors, subject to any permitted “phase-in” periods.

Our Class A common stock, par value $0.0001 per share (“Class A Common Stock”), is listed on The Nasdaq Global Market and Nasdaq Texas under the symbol “RMIX.” On July 6, 2026, the last reported sales price of the Class A Common Stock was $21.23 per share. We are an “emerging growth company” as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements for this and future filings.

Investing in our securities involves risk. See the sections entitled “Risk Factors” beginning on page 18 of the Prospectus and under similar headings in any further amendments or supplements to the Prospectus to read about factors you should consider before buying our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is July 7, 2026.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): June 30, 2026

Suncrete, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-43227

39-4989597

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

521 E. 2nd Street

Tulsa, Oklahoma 74120

(Address of principal executive offices, including zip code)

(918) 355-5700

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	RMIX	The Nasdaq Stock Market LLC
(indicate by check)
		Nasdaq Texas, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

As previously disclosed, Concrete Partners, LLC (the “Borrower”), a subsidiary of Suncrete, Inc. (the “Company”), and the Company and certain of the Company’s wholly owned subsidiaries in their capacity as guarantors (collectively with the Borrower and the Company, the “Loan Parties”), are party to a credit agreement with Bank of America, N.A., as administrative agent, swingline lender and L/C issuer (the “Administrative Agent”), BofA Securities, Inc., as joint lead arranger and sole bookrunner, and the lenders party thereto (collectively, the “Lenders” and such agreement, as amended prior to the date of the Amendment (as defined below), the “Credit Agreement”), which previously provided for (i) a fully drawn senior secured first lien term loan in the aggregate principal amount of $205.0 million (the “Term Loan”) and (ii) a $25.0 million revolving credit facility (the “Revolving Credit Facility”).

On June 30, 2026 (the “Effective Date”), the Loan Parties entered into that certain Commitment Increase and Fifth Amendment to Credit Agreement (the “Amendment,” and the Credit Agreement, as amended by the Amendment, the “Amended Credit Agreement”) with the Lenders, pursuant to which the Credit Agreement was amended to, among other things, (i) increase the aggregate commitments under the Revolving Credit Facility from $25.0 million to $50.0 million and (ii) provide for a $175.0 million delayed draw term loan facility (the “Delayed Draw Term Loan Facility”), with the same maturity date as the other loans under the Amended Credit Agreement of July 29, 2029 (the “Maturity Date”).

Pursuant to the Amendment, the Delayed Draw Term Lenders (as defined in the Amendment) agreed to make loans to the Borrower from time to time, but limited to a maximum of 10 drawings by the Borrower, each in a minimum principal amount of $5.0 million, until the earlier of (i) December 31, 2027 and (ii) the date on which the aggregate amount of commitments under the Delayed Draw Term Loan Facility (the “Delayed Draw Term Commitments”) is reduced to zero pursuant to the terms of the Amended Credit Agreement (the “Delayed Draw Termination Date”). Any undrawn commitments under the Delayed Draw Term Loan Facility will be subject to a customary commitment fee.

Proceeds from the Delayed Draw Term Loan Facility are required to be used only to (i) retroactively refinance certain previously completed acquisitions and (ii) finance certain permitted acquisitions, including the payment of permitted earnouts and to pay transaction expenses incurred in connection therewith. Under the Amended Credit Agreement, borrowings under the Delayed Draw Term Loan Facility will amortize in quarterly installments, commencing with the fiscal quarter ending December 31, 2026 (each, a “Delayed Draw Term Loan Repayment Date”), in an amount, subject, in each case, to adjustments for prior mandatory and voluntary prepayments of principal, equal to the original aggregate principal amount of all funded loans under the Delayed Draw Term Loan Facility (the “Delayed Draw Term Loans”) as of the applicable Delayed Draw Term Loan Repayment Date multiplied by (i) 1.875% for each Delayed Draw Term Loan Repayment Date occurring from December 31, 2026 through and including September 30, 2027 and (ii) 2.5% for each Delayed Draw Term Loan Repayment Date occurring from December 31, 2027 through and including June 30, 2029, with the entire unpaid principal amount of the Delayed Draw Term Loans due on the Maturity Date. The Borrower has the same selection of interest rate options and interest periods for borrowings under the Delayed Draw Term Loan Facility as the Term Loan and the Revolving Credit Facility.

In addition, the Amendment (i) provides a carve-out from the mandatory prepayment requirements in the Amended Credit Agreement that permits the Loan Parties to receive up to $400.0 million in net cash proceeds from equity issuances made prior to the Delayed Draw Termination Date, so long as the net cash proceeds are intended to be used to consummate permitted acquisitions and pay the costs and expenses in connection therewith, (ii) (a) revises the joinder requirements and permitted acquisition baskets and (b) provides for certain permitted earnout payments and, in each case, to increase operational flexibility and to support the Company’s acquisition strategy, (iii) modifies the definition of “Consolidated EBITDA” used to calculate certain financial ratios, (iv) permits the Loan Parties to enter into a captive insurance program, subject to certain conditions and (v) increases the threshold of what constitutes a “Material Acquisition” from $25.0 million to $50.0 million.

The Amendment also modifies certain financial covenants, including (i) replacing the requirement to maintain a minimum consolidated senior leverage ratio with a requirement to maintain a minimum consolidated senior net leverage ratio as of the end of each fiscal quarter of (a) 4.00-to-1.00 for fiscal quarters ending between the Effective Date and June 30, 2027 and (b) 3.50-to-1.00 for fiscal quarters ending after September 30, 2027, subject to certain adjustments, including at the Borrower’s option following a Material Acquisition, subject to certain conditions, and

(ii) modifying the calculation of the consolidated fixed charge coverage ratio to, among other things, carve out certain payments made in connection with the Company’s recently completed de-SPAC transaction.

As of the Effective Date, (i) the principal amount outstanding under the Revolving Credit Facility was approximately $22.0 million, after drawing down approximately $7.0 million on the Effective Date, (ii) the principal amount outstanding under the Term Loan was approximately $189.2 million after giving effect to application of proceeds from the Amendment and (iii) the Borrower had not made any borrowings under the Delayed Draw Term Loan Facility. The obligations of the Borrower under the Amended Credit Agreement are secured by a first priority lien on substantially all personal property assets of the Company and its wholly owned subsidiaries.

Except as modified by the Amendment, the terms of the Credit Agreement remain unchanged.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The Lenders that are parties to the Amended Credit Agreement and their respective affiliates are full-service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage, and other financial and non-financial activities and services. Certain of these financial institutions and their respective affiliates have provided, and may in the future provide, such services to the Loan Parties and to persons and entities with relationships with the Loan Parties, for which they received or will receive customary fees and expenses.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description of Exhibit

10.1#		Commitment Increase and Fifth Amendment to Credit Agreement, dated as of June 30, 2026, by and among, Concrete Partners, LLC, Concrete Partners Holding, LLC, the Company, Eagle Concrete Holdings, LLC, Eagle Redi-Mix Concrete, LLC, RAM Transportation, LLC, Schwarz Sand, LLC, Haymaker Acquisition Corp. 4, Suncrete Intermediate, Inc. and Bank of America, N.A., as administrative agent, swingline lender and L/C issuer.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

# Schedules and exhibits to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish a copy of any omitted schedules to the Securities and Exchange Commission upon request. Certain confidential information has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K. Such excluded information is not material and is the type that the Company treats as private or confidential.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 10.1

CERTAIN INFORMATION, MARKED IN THIS EXHIBIT WITH BRACKETS, HAS BEEN EXCLUDED FROM THIS EXHIBIT IN RELIANCE ON REGULATION S-K, ITEM 601(B)(10)(IV) BECAUSE SUCH INFORMATION IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS CONFIDENTIAL.

COMMITMENT INCREASE AND FIFTH AMENDMENT TO CREDIT AGREEMENT

THIS COMMITMENT INCREASE AND FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of June 30, 2026, is by and among Concrete Partners, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors, the banks listed on the signature pages hereof, and BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer (in its capacity as Administrative Agent, the “Administrative Agent”).

BACKGROUND

A. The Borrower, the Lenders, the Guarantors and the Administrative Agent are parties to that certain Credit Agreement, dated as of July 29, 2024, as amended by that certain First Amendment and Commitment Increase to Credit Agreement, dated as of October 17, 2025, that certain Second Amendment to Credit Agreement and First Amendment to Security and Pledge Agreement, dated as of March 25, 2026, that certain Limited Consent and Third Amendment to Credit Agreement, dated as of April 7, 2026 and that certain Limited Consent and Fourth Amendment to Credit Agreement, dated as of April 28, 2026 (as amended, modified or supplemented, the “Credit Agreement”; the terms defined in the Credit Agreement and not otherwise defined herein shall be used herein as defined in the Credit Agreement).

B. The Borrower has requested that the Lenders amend the Credit Agreement to (i) increase the existing Revolving Facility by $25,000,000, (ii) establish a delayed draw term facility in an aggregate amount of $175,000,000, (iii) add Wells Fargo Bank, N.A. and Regions Bank, as Lenders under the Credit Agreement (collectively, the “New Lenders”), and (v) make certain other amendments thereto, as more fully set forth herein.

NOW, THEREFORE, in consideration of the covenants, conditions and agreements hereafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are all hereby acknowledged, the parties hereto covenant and agree as follows:

1. INCREASE IN REVOLVING COMMITMENTS.

Subject to the terms and conditions set forth herein, the Borrower, the Administrative Agent, and each Lender party hereto (including the New Lenders) agree that, on the Fifth Amendment Effective Date, the Revolving Commitments of the Revolving Lenders shall be increased to the amounts set forth on Schedule 1.01(b) attached to Annex II hereto.

2. ESTABLISHMENT OF DELAYED DRAW TERM LOAN COMMITMENTS.

Subject to the terms and conditions set forth herein, the Borrower, the Administrative Agent, and each Lender party hereto (including the New Lenders) agree that, on the Fifth Amendment Effective Date, the Delayed Draw Term Loan Commitments of the Term Lenders shall be established in the amounts set forth on Schedule 1.01(b) attached to Annex II hereto

Commitment Increase and Fifth Amendment to Credit Agreement – Page 1

3. AMENDMENTS TO CREDIT AGREEMENT. Subject to the terms and conditions set forth in Section 5 below,

(a) the Credit Agreement (excluding the Schedules and Exhibits thereto) is hereby amended in its entirety and replaced with the document attached hereto as Annex I.

(b) Schedule 1.01(b) to the Credit Agreement is hereby amended in its entirety and replaced with the document attached as Schedule 1.01(b) to Annex II.

(c) Exhibits C and T to the Credit Agreement are hereby amended in their entirety and replaced with the documents attached as Exhibits C and T to Annex II.

(d) A new Exhibit U is hereby added to the Credit Agreement in the form of Exhibit U to Annex II.

4. REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each Loan Party represents and warrants that, as of the date hereof and after giving effect to this Amendment:

(a) the representations and warranties of the Borrower and each other Loan Party contained in the Credit Agreement and the other Loan Documents that are subject to materiality or Material Adverse Effect qualifications are true and correct in all respects on and as of the date hereof as made on and as of such date, and the representations and warranties contained in the Credit Agreement and the other Loan Documents that are not subject to materiality or Material Adverse Effect qualifications are true and correct in all material respects on and as of the date hereof as made on and as of such date, except (i) in each case to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and (ii) that the representations and warranties contained in Sections 5.05(a) and (b) of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Sections 6.01(a) and (b), respectively, of the Credit Agreement;

(b) no event has occurred and is continuing which constitutes a Default or Event of Default;

(c) (i) (A) the Borrower and the other Loan Parties have the full power and authority to execute and deliver this Amendment, and (B) the Borrower has the full power and authority to execute and deliver each Revolving Note in the amount of the Revolving Commitments held by each Revolving Lender after giving effect to this Amendment (the “Replacement Revolving Notes”) and each Delayed Draw Term Loan Note; (ii) (A) this Amendment has been duly executed and delivered by the Borrower and the other Loan Parties and (B) each of the Replacement Revolving Notes and the Delayed Draw Term Loan Notes has been duly executed and delivered by the Borrower; and (iii) this Amendment, the Replacement Revolving Notes, the Delayed Draw Term Loan Notes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Loan Parties, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principals of equity;

Commitment Increase and Fifth Amendment to Credit Agreement – Page 2

(d) neither the execution, delivery and performance of this Amendment, the Replacement Revolving Notes, the Delayed Draw Term Loan Notes, or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will (i) contravene the terms of any of the Loan Parties’ Organization Documents; (ii) conflict with or result in any breach or contravention of, or the creation of (or the requirement to create) any Lien under, or require any payment to be made under (A) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, or (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (iii) violate any Applicable Law; and

(e) no approval, consent, exemption, authorization or other action by, notice to, or filing with, any Governmental Authority or other Person not previously obtained is necessary or required in connection with the execution, delivery or performance by, or enforcement against, (i) any Loan Party of this Amendment or (ii) the Borrower of the Replacement Revolving Notes or the Delayed Draw Term Loan Notes.

5. CONDITIONS OF EFFECTIVENESS. This Amendment shall be effective when the following are satisfied (such date, the “Fifth Amendment Effective Date”):

(a) the representations and warranties set forth in Section 4 of this Amendment shall be true and correct;

(b) the Administrative Agent shall have received counterparts of this Amendment executed by each Loan Party, each Lender (including the New Lenders);

(c) the Administrative Agent shall have received a certificate of the Borrower dated as of the Fifth Amendment Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to this Amendment and authorizing the execution, delivery and performance of this Amendment, the Replacement Revolving Notes and the Delayed Draw Term Loan Notes, (ii) certifying that, before and after giving effect to such increase, (A) each of the conditions set forth in Section 4.02 of the Credit Agreement shall have been satisfied; (B) the representations and warranties contained in Article V of the Credit Agreement and the other Loan Documents that are subject to materiality and Material Adverse Effect qualifications are true and correct in all respects and the representations and warranties contained in Article V of the Credit Agreement and the other Loan Documents that are not subject to materiality or Material Adverse Effect qualifications are true and correct in all material respects, on and as of the Fifth Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that the representations and warranties contained in Sections 5.05(a) and (c) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b) of the Credit Agreement, respectively, and (C) no Default exists;

(d) the Administrative Agent shall have received a certificate or certificates executed by a Responsible Officer of the Borrower as of the Fifth Amendment Effective Date, which shall demonstrate to the reasonable satisfaction of the Administrative Agent that, after giving effect to the Fifth Amendment and any Delayed Draw Term Loans to be made on the Fifth Amendment

Commitment Increase and Fifth Amendment to Credit Agreement – Page 3

Effective Date, on a Pro Forma Basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), (i) the Loan Parties are in Pro Forma Compliance, (ii) the Consolidated Senior Net Leverage Ratio is not greater than 3.75:1.00, calculated using the same Measurement Period used to determine Pro Forma Compliance and (iii) the aggregate principal amount of Revolving Loans available to be borrowed under Section 2.01(b) of the Credit Agreement shall be at least $10,000,000;

(e) the Administrative Agent shall have received a Solvency Certificate signed by a Responsible Officer of the Borrower as to the financial condition, solvency and related matters of the Borrower and its Subsidiaries, after giving effect to Fifth Amendment and the transactions contemplated hereby, including any Delayed Draw Term Loans to be made on the Fifth Amendment Effective Date;

(f) the Administrative Agent shall have received a certificate of each Guarantor dated as of the Fifth Amendment Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of each such Guarantor certifying and attaching the resolutions adopted by such Guarantor approving or consenting to this Amendment;

(g) the Administrative Agent shall have received a completed Loan Notice with respect to any Delayed Draw Term Loans to be made on the Fifth Amendment Effective Date;

(h) the Administrative Agent shall have received a favorable opinion of counsel to the Borrower and the Guarantors, in form and substance acceptable to the Administrative Agent;

(i) (A) to the extent requested by a Revolving Lender, the Administrative Agent shall have received a fully-executed Replacement Revolving Note for each such Lender and (B) to the extent requested by a Delayed Draw Term Loan Lender, the Administrative Agent shall have received a fully-executed Delayed Draw Term Loan Note for each such Lender;

(j) the Administrative Agent shall have received evidence that all members, boards of directors, governmental, shareholder and third party consents and approvals necessary, or, in the opinion of the Administrative Agent, desirable, in connection with this Amendment, the Replacement Revolving Notes, or the Credit Agreement, as amended hereby, or the consummation of any transactions contemplated herein or therein, have been obtained;

(k) the Administrative Agent shall have received for its benefit and for the benefit of each Lender who consents to this Amendment, the fees in immediately available funds as agreed in the Fifth Amendment Fee Letter;

(l) unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent directly to such counsel to the extent invoiced prior to or on the Fifth Amendment Effective Date;

(m) since December 31, 2025, there shall not have occurred any event or condition that has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; and

Commitment Increase and Fifth Amendment to Credit Agreement – Page 4

(n) the Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent and its counsel, such other documents, certificates and instruments as the Administrative Agent shall reasonably require.

6. NEW LENDER REPRESENTATIONS AND AGREEMENTS. (a) Each New Lender represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be a Lender under the terms of the Credit Agreement, (iii) from and after the Fifth Amendment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Loans and either it, or the Person exercising discretion in making its decision to acquire such Loans, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement and other Loan Documents requested by it, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 of the Credit Agreement, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Amendment and to purchase such Loans, and (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and join the Credit Agreement and the other Loan Documents as a Lender and to purchase and make, as the case may be, its Applicable Percentage (after giving effect to this Amendment) of the Loans; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, or any other Lender, 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, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. Pursuant to Section 11.06(b)(iii) of the Credit Agreement, (A) the Borrower, the Administrative Agent, the L/C Issuer and the Swingline Lender hereby (1) consent to the assignments to the New Lenders provided for herein and (2) waive any requirement that an Assignment and Assumption or any other documentation be executed in connection with such assignment, and (B) the Administrative Agent waives the payment of any processing and recordation fee to the Administrative Agent.

7. PURCHASE/SALE BY LENDERS. Simultaneously with the satisfaction of the conditions to effectiveness set forth in Section 5 of this Amendment, each Lender shall purchase or sell (as the case may be), without recourse, an amount of the Loans outstanding such that, after giving effect to this Amendment, the amount of each Lender’s Commitments utilized and the amount of Loans owed to each Lender will be equal to its Applicable Percentage thereof after giving effect to the Amendment. The Borrower shall pay each Lender compensation for any losses pursuant to and in accordance with the provisions of Section 3.05 of the Credit Agreement as a result of any purchases or sales.

8. GUARANTOR’S ACKNOWLEDGMENT. By signing below, each Guarantor (i) acknowledges, consents and agrees to the execution, delivery and performance by the Borrower of this Amendment, (ii) ratifies and confirms all of its obligations and liabilities under the Guaranty and the Loan Documents to which it is a party and ratifies and confirms that such obligations and

Commitment Increase and Fifth Amendment to Credit Agreement – Page 5

liabilities extend to and continue in effect with respect to, and continue to guarantee and secure the Secured Obligations; (iii) acknowledges and agrees that its obligations in respect of its Guaranty are (x) not released, diminished, waived, modified, impaired or affected in any manner by this Amendment, or any of the provisions contemplated herein (y) also covers the Revolving Commitments as increased by this Amendment and all Delayed Draw Term Loans, (iv) acknowledges and agrees that as of the date hereof, such Guarantor (a) does not have any claim or cause of action against the Administrative Agent or any Lender (or any of their respective directors, officers, employees, agents, attorneys or other representatives) under or in connection with its Guaranty and the other Loan Documents to which it is a party and (b) has no offsets against, or defenses or counterclaims to, its Guaranty.

9. REFERENCE TO THE CREDIT AGREEMENT.

(a) Upon and during the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, or words of like import shall mean and be a reference to the Credit Agreement, as amended by this Amendment.

(b) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights or remedies of the Administrative Agent or the Lenders under the Credit Agreement or any of the other Loan Documents, and shall not alter, modify, amend, or in any way affect the terms, conditions, obligations, covenants, or agreements contained in the Credit Agreement or the other Loan Documents, all of which are hereby ratified and affirmed in all respects and shall continue in full force and effect.

10. COSTS AND EXPENSES. The Borrower shall be obligated to pay the costs and expenses of the Administrative Agent in connection with the preparation, reproduction, execution and delivery of this Amendment and the other instruments and documents to be delivered hereunder in the manner and subject to the limitations set forth in Section 11.04 of the Credit Agreement.

11. EXECUTION IN COUNTERPARTS. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument. For purposes of this Amendment, a counterpart hereof (or signature page thereto) signed and transmitted by any Person party hereto to the Administrative Agent (or its counsel) by facsimile machine, telecopier or electronic mail is to be treated as an original. The signature of such Person thereon, for purposes hereof, is to be considered as an original signature, and the counterpart (or signature page thereto) so transmitted is to be considered to have the same binding effect as an original signature on an original document.

12. GOVERNING LAW; BINDING EFFECT. THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET

Commitment Increase and Fifth Amendment to Credit Agreement – Page 6

FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. This Amendment shall be binding upon the Borrower and each Lender and their respective successors and assigns.

13. HEADINGS. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

14. ENTIRE AGREEMENT. THE CREDIT AGREEMENT, AS AMENDED BY THIS AMENDMENT, AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AS TO THE SUBJECT MATTER THEREIN AND HEREIN AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.

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Commitment Increase and Fifth Amendment to Credit Agreement – Page 7

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.


BORROWER:				CONCRETE PARTNERS, LLC By: /s/ Tommy Wentroth Name: Tommy Wentroth Title: Chief Financial Officer

PUBCO:				SUNCRETE, INC. By: /s/ Tommy Wentroth Name: Tommy Wentroth Title: Chief Financial Officer

HOLDINGS:				CONCRETE PARTNERS HOLDING, LLC By: /s/ Tommy Wentroth Name: Tommy Wentroth Title: Chief Financial Officer