Unassociated Document


    EXECUTION
COPY

    


    JOINDER
AGREEMENT

     

    This
Joinder Agreement (this “Joinder Agreement”) to the Redemption Agreement dated
August 5, 2010 (the “Redemption Agreement”) by and among Kurtz Gravel Company, a
Michigan corporation, Superior Holdings, Inc. (f/k/a Superior Redi-Mix, Inc.), a
Michigan corporation, BWB, Inc. of Michigan, a Delaware corporation, Builders’
Redi-Mix, LLC, a Delaware limited liability company, and USC Michigan, Inc., a
Delaware corporation (hereinafter sometimes collectively referred to as the
“Joint Venture Partners”), U.S. Concrete, Inc., a Delaware corporation (“USC”),
Superior Materials Holding, LLC, a Michigan limited liability company
(“Superior”), and Edw. C. Levy Co., a Michigan corporation (“Levy”) is entered
into this 30th day of
September, 2010.

     

    Pursuant
to Section 16 of the Agreement, USC, the Joint Venture Parties, Levy and VCNA
Prairie, Inc. (the “New Joint Venture Partner”) hereby agree as
follows:

     

    New Joint
Venture Partner hereby agrees that upon execution of this Joinder Agreement, it
hereby is joined to and becomes a party to the Redemption Agreement and is
subject to the obligations set forth in Section 2.a thereof as an Indemnifying
Party as if it were an original party thereto. For purposes of Section 2.a,
after giving effect to the Redemption, the percentage interest in Superior of
New Joint Venture Partner shall be 50% and the percentage interest in Superior
of Levy shall be 50%.

     

    In
addition, Votorantim Cement North America, Inc. (“VCNA”) hereby agrees that upon
the execution of this Joinder Agreement, VCNA hereby is joined to, and becomes a
party to, the Redemption Agreement and is subject to the obligations of the New
Joint Venture Partner set forth in Section 2.a. thereof as an Indemnified Party
as if it were an original party thereto.

     

    This
Joinder Agreement shall be construed and enforced in accordance with the laws of
the State of Michigan. The state courts in Oakland County, Michigan and the
Federal Court in Wayne County, Michigan shall be the sole and exclusive forums
for the resolution of any disputes arising from this Agreement, and the parties
to this Agreement hereby submit to the personal jurisdiction and process of
these courts.

    


    All
notices pursuant to the Redemption Agreement shall be sent to Levy at the
address sort forth on its signature page hereto.

    


    [Signature
Page Follows]


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      
        
          
            	
                    Kurtz
      Gravel Company,

                  	 
      
	
                    a
      Michigan corporation

                  	 
      
	 
      	 
      	 
      
	
                    By:

                  	
                    /s/ Michael W. Harlan

                  	 
      
	 
      	 
      	 
      
	
                    Its:

                  	
                    Vice President

                  	 
      
	 
      	 
      	 
      
	
                    Dated:

                  	
                    9/30/2010

                  	 
      
	 
      	 
      	 
      
	
                    Superior
      Holdings, Inc.,

                  	 
      
	
                    f/k/a
      Superior Redi-Mix, Inc.,

                  	 
      
	
                    a
      Michigan corporation

                  	 
      
	 
      	 
      	 
      
	
                    By:

                  	
                    /s/ Michael W. Harlan

                  	 
      
	 
      	 
      	 
      
	
                    Its:

                  	
                    Vice President

                  	 
      
	 
      	 
      	 
      
	
                    Dated:

                  	
                    9/30/2010

                  	 
      
	 
      	 
      	 
      
	
                    BWB,
      Inc. of Michigan,

                  	 
      
	
                    a
      Delaware corporation

                  	 
      
	 
      	 
      	 
      
	
                    By:

                  	
                    /s/ Curt M. Lindeman

                  	 
      
	 
      	 
      	 
      
	
                    Its:

                  	
                    Vice President

                  	 
      
	 
      	 
      	 
      
	
                    Dated:

                  	
                    9/30/2010

                  	 
      
	 
      	 
      	 
      
	
                    Builders’
      Redi-Mix, LLC,

                  	 
      
	
                    a
      Delaware limited liability company

                  	 
      
	 
      	 
      	 
      
	
                    By:

                  	
                    /s/ Curt M. Lindeman

                  	 
      
	 
      	 
      	 
      
	
                    Its:

                  	
                    Vice President

                  	 
      
	 
      	 
      	 
      
	
                    Dated:

                  	
                    9/30/2010

                  	 
      
	 
      	 
      	 
      
	
                    U.S.
      Concrete, Inc.

                  	 
      
	
                    a
      Delaware corporation

                  	 
      
	 
      	 
      	 
      
	
                    By:

                  	
                    /s/ Curt M. Lindeman

                  	 
      
	 
      	 
      	 
      
	
                    Its:

                  	
                    Vice President

                  	 
      
	 
      	 
      	 
      
	
                    Dated:

                  	
                    9/30/2010

                  	 
      


          

        

      

    


    [Signature
Page to Joinder Agreement (Redemption Agreement)]


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        
          	
                  USC
      Michigan, Inc.,

                	 
      
	
                  a
      Delaware corporation

                	 
      
	 
      	 
      	 
      
	
                  By:

                	
                  /s/ Michael W. Harlan

                	 
      
	 
      	 
      	 
      
	
                  Its:

                	
                  Vice President

                	 
      
	 
      	 
      	 
      
	
                  Dated:

                	
                  9/30/2010

                	 
      
	 
      	 
      	 
      
	
                  Superior
      Materials Holdings, LLC,

                	 
      
	
                  a
      Michigan limited liability company

                	 
      
	 
      	 
      	 
      
	
                  By:

                	
                  /s/ Jeffrey Spahr

                	 
      
	 
      	 
      	 
      
	
                  Its:

                	
                  President

                	 
      
	 
      	 
      	 
      
	
                  Dated:

                	
                  9/30/2010

                	 
      
	 
      	 
      	 
      
	
                  Edw.
      C. Levy Co.,

                	 
      
	
                  a
      Michigan corporation

                	 
      
	 
      	 
      	 
      
	
                  8800
      Dix Avenue

                	 
      
	
                  Detroit,
      Michigan 48209

                	 
      
	 
      	 
      	 
      
	
                  By:

                	
                  /s/ EvanWeiner

                	 
      
	 
      	 
      	 
      
	
                  Its:

                	
                  /s/ COO

                	 
      
	 
      	 
      	 
      
	
                  Dated:

                	
                  9/30/2010

                	 
      
	 
      	 
      	 
      
	
                  VCNA
      Prairie, Inc.,

                	 
      
	
                  a
      Delaware corporation

                	 
      
	 
      	 
      	 
      
	
                  By:

                	      
                  /s/ David Plummer

                	 
      
	 
      	 
      	 
      
	
                  Its:

                	
                  /s/ President

                	 
      
	 
      	 
      	 
      
	
                  Dated:

                	
                  9/30/2010

                	 
      


        

      

    

    


    [Signature
Page to Joinder Agreement (Redemption Agreement)]


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      
        
          	
                  Votorantim
      Cement North America, Inc.,

                	 
      
	
                  an
      Ontario corporation

                	 
      
	 
      	 
      	 
      
	
                  By:

                	      
                  /s/ Erik Madsen

                	 
      
	 
      	 
      	 
      
	
                  Its:

                	
                  /s/ President and CEO

                	 
      
	 
      	 
      	 
      
	
                  Dated:

                	
                  9/30/2010

                	 
      


        

      

    

    


    [Signature
Page to Joinder Agreement (Redemption Agreement)]