Execution
Copy

    


    REDEMPTION
AGREEMENT

     

    THIS REDEMPTION AGREEMENT
(this “Agreement”), is dated August 5, 2010 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”).

     

    RECITALS

     

    
      	
               
      

            	
              A.

            	
              Levy
      and the Joint Venture Partners are parties to an Operating Agreement with
      respect to Superior effective as of April 1, 2007 (the “Operating
      Agreement”);

            


    

     

    
      	
               
      

            	
              B.

            	
              Levy,
      the Joint Venture Partners and Superior are parties to a Contribution
      Agreement dated March 26, 2007 (the “Contribution
    Agreement”);

            


    

     

    
      	
               
      

            	
              C.

            	
              The
      parties formed Superior to manufacture and deliver ready-mix concrete and
      to produce and sell masonry block and related concrete products (including
      pre-cast concrete) (the
“Business”);

            


    

     

    
      	
               
      

            	
              D.

            	
              The
      parties have determined that it is in their best interests to enter into
      this Agreement pursuant to which Superior shall redeem all of the Joint
      Venture Partners’ Shares (as defined in the Operating Agreement) in
      Superior pursuant to the terms and conditions of this Agreement;
      and

            


    

     

    
      	
               
      

            	
              E.

            	
              Superior
      anticipates that immediately before the Closing (as defined below),
      Superior will issue membership interests evidenced by 500 Shares (as
      defined in the Operating Agreement) (the “Issuance”) to a third party
      (such third party, to the extent it executes a Joinder Agreement in
      accordance with Section 16 hereof, the “New Joint Venture Partner”) that
      will become a party to the Operating Agreement (as defined
      below).

            


    

     

    NOW, THEREFORE, the parties
hereby agree as follows:

     

    1.           Redemption.  Subject to the
conditions and other terms of this Agreement, at the Closing Superior shall
redeem all of the Joint Venture Partners’ Shares and the Joint Venture Partners
shall transfer all of their Shares to Superior (the “Redemption”), free and
clear of any liens, encumbrances, claims, security interests or rights
whatsoever (excepting only those imposed by the Operating
Agreement).

    


    2.           Consideration.  The consideration
for the Redemption is as follows:

    


    
      	
               
      

            	
              a.

            	
              Subject
      to the proviso below, effective as of the Closing, Superior, Levy and the
      New Joint Partner, if applicable (each an “Indemnifying Party” and
      collectively, the “Indemnifying Parties”), shall jointly and severally
      indemnify, hold harmless and defend USC, the Joint Venture Partners, and
      each of their respective affiliates (including any affiliates or entities
      under common control with USC pursuant to Sections 414(b), (c), (m) or (o)
      of the Internal Revenue Code of 1986, as amended (the “Code”)),
      shareholders, directors, officers, employees (each a “USC Indemnified
      Party”, and collectively, the “USC Indemnified Parties”) from and against
      all Adverse Consequences (as such term is defined in Annex A hereto)
      arising out of, relating to or resulting from any of the
      following:

            


    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    
      	
               
      

            	
                
      i.

            	
              facts
      or circumstances that occur on or after the Closing and which relate to
      the post-closing ownership or operation of Superior (including, without
      limitation, those arising out of or relating to the Lease Agreement, dated
      as of April 30, 2003 (the “Comerica Agreement”), by and between Comerica
      Leasing Corporation (“Comerica”) and
USC;

            


    

    


    
      	
               
      

            	
               
      ii.

            	
              subject
      to the proviso below, the Agreement Approving Asset Sale with the Central
      States, Southeast and Southwest Areas Pension Fund, dated March 30, 2007
      (the “Central States Agreement”), including without limitation (A) the USC
      Indemnified Parties’ share of any Agreed Amounts (as defined in the
      Central States Agreement) under paragraph 2 of the Central States
      Agreement that are attributable to a drop in CBUs (as defined in the
      Central States Agreement), whether with respect to periods prior to or
      after the Closing; and (B) the secondary liability obligations of the USC
      Indemnified Parties attributable to the pension contribution history of
      USC described in paragraphs 5 and 6 of the Central States
      Agreement;

            


    

    


    
      	
               
      

            	
               iii.

            	
              USC’s
      obligation to provide retiree medical coverage to current and former
      Clawson employees of Superior and its affiliates pursuant to the
      collective bargaining agreement between Superior Materials, LLC and
      Teamster’s Local Union No. 614 (the “Union Employees”);
  and

            


    

    


    
      	
               
      

            	
               iv.

            	
              the
      Issuance.

            


    

    


    provided
that to the extent such New Joint Venture Partner executes a Joinder Agreement
in accordance with Section 16 below and
the closing of the Issuance shall occur, Levy’s liability shall not exceed an
amount equal to a percentage of such Adverse Consequences equal to Levy’s
ownership interest in Superior as set forth in the Joinder Agreement and the
liability of the New Joint Venture Partner shall not exceed an amount equal to a
percentage of such Adverse Consequences equal to the New Joint Venture Partner’s
ownership interest in Superior as set forth in the Joinder
Agreement.  For the avoidance of doubt, Levy’s percentage interest of
the Adverse Consequences together with the New Joint Venture Partner’s
percentage of Adverse Consequences shall equal 100%.  USC and Joint
Venture Partners represent and warrant that, as of the date hereof and as of the
date of the Closing (the “Closing Date”), they are not aware of any facts or
circumstances that could give rise to any obligations or liabilities of
Superior, USC and/or the Joint Venture Partners under the Central States
Agreement.

    


    The
indemnification provided in this Section 2.a. shall be
subject to the terms set forth in Annex A
hereto.

    


    
      	
               
      

            	
              b.

            	
              Superior,
      Levy, USC and the Joint Venture Partners agree that the indemnification
      provided for in the Contribution Agreement for the matters set forth
      therein shall terminate as of the Closing and that none of Superior, Levy,
      USC or any Joint Venture Partner shall have any indemnification
      obligations under the Contribution Agreement effective as of the
      Closing.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              c.

            	
              If
      Superior, Levy or the New Joint Venture Partner, if applicable, or the
      Joint Venture Partners or USC or any of their respective successors or
      assigns shall (i) consolidate with or merge into any other corporation or
      entity and shall not be the continuing or surviving corporation or entity
      of such consolidation or merger or (ii) transfer all or substantially all
      of its properties and assets to any individual, corporation or other
      entity, then, and in each such case, proper provisions shall be made so
      that the successors and assigns of Superior, Levy or the New Joint Venture
      Partner, if applicable, or the Joint Venture Partners or USC, as the case
      may be, shall assume, in the case of Superior, Levy and the New Joint
      Venture Partner, all of the obligations set forth in Section 2.a,
      and in the case of the Joint Venture Partners and USC, all of the
      obligations set forth in Section
      2.d.  In addition, provisions shall be made so that any
      such successors and assigns of Superior, Levy or the New Joint Venture
      Partner, if applicable, or the Joint Venture Partners or USC, as the case
      may be, shall be bound by the restrictions set forth in Section
      9.

            


    

     

    
      	
               
      

            	
              d.

            	
              The
      Joint Venture Partners and USC shall pay Superior the
      following:

            


    

    


    
      	
               
      

            	
              (i)

            	
              At
      the Closing, $640,000;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              On
      or before January 1, 2011, $750,000;
and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              On
      or before January 1, 2012, $750,000, clauses ii and iii as reflected in
      the Promissory Note attached as Annex B hereto
      (“Promissory Note”).

            


    

     

    
      	
               
      

            	
              e.

            	
              Superior
      and Levy each hereby agree that the Guaranty made as of April 1, 2007 by
      USC in favor of Superior and Levy in connection with the Contribution
      Agreement (the “Guaranty”) shall be of no further force and effect and
      shall terminate as of the Closing and that USC shall have no obligations
      under the Guaranty or with respect to any Guaranteed Obligations (as
      defined in the Guaranty).

            


    

    


    
      	
               
      

            	
              f.

            	
              Superior
      and USC each hereby agree that the Cement Rebate Agreement, effective as
      of April 1, 2007 (the “Rebate Agreement”), by and between Superior and USC
      shall be of no further force and effect and shall terminate as of the
      Closing and that USC shall have no obligations under the Rebate Agreement
      (including with respect to the payment of any amounts to the “Superior
      Group” in accordance with Section 3 of the Rebate
    Agreement).

            


    

    


    
      	
               
      

            	
              g.

            	
              USC
      Michigan, Inc. (“USC Michigan”), Superior and Levy each hereby agree that
      effective as of the Closing, USC Michigan shall no longer be a party to
      that certain Supply Agreement, effective as of April 1, 2007 (the “Supply
      Agreement”), among USC Michigan, Superior and Levy, and that all of USC
      Michigan’s obligations under the Supply Agreement shall terminate as of
      the Closing.

            


    

    


    
      	
               
      

            	
              h.

            	
              Levy
      and Superior hereby agree to take the actions set forth on Schedule I
      attached hereto.

            


    

    


    
      	
               
      

            	
              i.

            	
              Without
      limiting the obligations of any Indemnifying Party under Section 2.a,
      Levy shall cause Superior to reimburse USC for all out-of-pocket costs and
      expenses associated with USC’s obligation to provide retiree medical
      coverage to the Union Employees.   As soon as practical
      after the Closing, but in no event later than March 31, 2011, Superior
      shall provide replacement retiree medical coverage to the Union Employees
      under a medical plan sponsored by
Superior.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              j.

            	
              The
      “Forbearance Date” (as defined in the Forbearance Agreement (the
      “Forbearance Agreement”), by and among USC, the Joint Venture Partners and
      Levy) is hereby terminated and of no further force or
      effect.  Levy shall have until 12:00 p.m. midnight Eastern
      Daylight Time on August 25, 2010 to exercise its rights under Section 5.4
      of the Operating Agreement (“Section 5.4 End Date”).  If Levy
      does not exercise its rights under Section 5.4 of the Operating Agreement
      on or before the Section 5.4 End Date, all such rights shall be terminated
      and of no further force or effect as of the Section 5.4 End Date and Levy
      hereby waives its right to exercise such rights after the Section 5.4 End
      Date.

            


    

    


    3.           Due
Diligence Review.


    


    a.           On
and after the date hereof through August 16, 2010 (as may be extended from time
to time by the mutual agreement of the parties, the “Due Diligence End Date”),
as a condition to USC’s and the Joint Venture Partners’ obligations to
consummate the Redemption, USC and the Joint Venture Partners will be conducting
due diligence on the financial condition and operations of Levy and the New
Joint Venture Partner, if applicable (the “Due Diligence Review”), based on
materials to be provided by Levy and the New Joint Venture Partner, if
applicable.  USC and the Joint Venture Partners have requested that
Levy and the New Joint Venture Partner, if applicable, provide the materials set
forth on Annex
C hereto in connection with the Due Diligence Review.  In the
event that either USC or any Joint Venture Partner is dissatisfied, in its sole
discretion, with the results of the Due Diligence Review or is unable to
complete the Due Diligence Review based on materials provided by Levy and the
New Joint Venture Partner, if applicable, in connection with the Due Diligence
Review, USC or any Joint Venture Partner may terminate this Agreement by
providing written notice to the other parties hereto pursuant to Section 20(d),
subject to the survival provisions contained herein; provided, that such notice
must be provided by 12:00 p.m. midnight Eastern Daylight Time on the Due
Diligence End Date.

    


    b.           The
financial information to be provided by Levy and the New Joint Venture Partner
to USC and the Joint Venture Partners in connection with the Due Diligence
Review shall be provided to a financial advisor reasonably acceptable to the
parties to this Agreement; provided, that the parties to this Agreement hereby
acknowledge and agree that any of Lazard, JPMorgan and Citigroup and any
affiliate thereof are reasonably acceptable to them.  The Joint
Venture Partners and USC shall be solely responsible for the costs and expenses
relating to the retention of the financial advisor.  Any such
financial advisor shall enter into a confidentiality agreement (the
“Confidentiality Agreement”) with Levy and the New Joint Venture Partner
reasonably satisfactory to Levy and the New Joint Venture
Partner.  The Confidentiality Agreement shall authorize such financial
advisor, its employees, agents, officers, directors and employees (collectively,
the “Authorized Representatives”) to conduct the Due Diligence Review on behalf
of USC and the Joint Venture Partners and to prepare and deliver an opinion to
USC and the Joint Venture Partners summarizing their findings; provided, that
the Authorized Representatives may not disclose the contents of the materials
provided by Levy or the New Joint Venture Partner in the Due Diligence Review to
USC or the Joint Venture Partners or any other third party (other than another
Authorized Representative).

    


    4.           Negotiation of Final
Forms.

    


    a.           From
the date hereof through and including August 18, 2010 (as may be extended from
time to time by the mutual agreement of the parties, the “Negotiation End
Date”), the parties hereto shall endeavor to negotiate mutually acceptable forms
of amendments, assignments or terminations with respect to each of the
agreements set forth on Schedule II hereto
(collectively with the agreement named on Schedule I attached
hereto, the “Ancillary Agreements”) to which they are a party.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    b.           On
the Negotiation End Date, the parties hereto shall execute a counterpart to this
Agreement (the “Supplement”) setting forth the final, agreed upon form of the
amendment or assignment to or termination of, as applicable, each of the
Ancillary Agreements (collectively, the “Final Forms”); provided, that the
parties hereto may not reach agreement with respect to one or more Final Forms,
in which case the related Ancillary Agreement(s) shall continue in full force
and effect after the Closing (as in effect immediately prior to the Closing) and
the parties shall not enter into the related Final Form(s).

     

    c.           In
the event that the parties hereto fail to (i) execute the Supplement or (ii)
create a Final Form with respect to any Ancillary Agreement (as attached to a
fully executed Supplement), in each case, on or prior to the Negotiation End
Date, any party hereto may terminate this Agreement upon 10 days’ prior written
notice to the other parties pursuant to Section 20(e),
subject to the survival provisions contained herein.

     

    5.           Issuance.

    


    a.           In
the event that Superior has not consummated the Issuance on or prior to
September 30, 2010, Levy may terminate this Agreement by providing written
notice to the other parties hereto pursuant to Section 20(f),
provided that the notice must be provided by 12:00 p.m. midnight Eastern
Daylight Time on September 30, 2010 (the “Issuance Agreement
Deadline”).

    


    b.           Subject
to the satisfaction of the conditions in Section 6 below, the Joint Venture
Partners and USC hereby approve the Issuance and the Redemption and will vote
and/or cause to vote the Shares owned by the Joint Venture Partners in favor of
the Issuance and the Redemption.

    


    6.           Conditions to
Closing.

    


    a.           Superior’s
obligation to close the Redemption shall be subject to satisfaction of the
following conditions prior to or concurrently with the Closing, which conditions
may be waived by Levy in its sole discretion:

     

    
      	
               
      

            	
               i.

            	
              Levy’s
      and Superior’s consummation of the Issuance with the New Joint Venture
      Partner providing for the Issuance on terms satisfactory to Levy;
      provided, that if this condition is not met or waived on or before the
      Issuance Agreement Deadline, it shall no longer be applicable unless Levy
      has terminated this Agreement in accordance with Section 20(f)
      on or before the Issuance Agreement Deadline;
  and

            


    

     

    
      	
               
      

            	
              ii.

            	
              USC
      and each Joint Venture Partner, as applicable, shall have executed and
      delivered to Levy counterparts to each Final Form to which it is a
      party.

            


    

     

    b.           The
obligations of the Joint Venture Parties to close the Redemption shall be
subject to satisfaction of the following conditions prior to or concurrently
with the Closing, which conditions may be waived by USC in its sole
discretion:

     

    
      	
               
      

            	
               i.

            	
              the
      approval by the U.S. Bankruptcy Court of the entry by USC into this
      Agreement and the other agreements, amendments and documents contemplated
      herein by August 20, 2010; provided, that USC may not waive this
      condition; and

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              ii.

            	
              Levy,
      Superior and the New Joint Venture Partner, as applicable, shall have
      executed and delivered to USC counterparts to each Final Form to which it
      is a party.

            


    

     

    c.           The
obligation of each of the parties is subject to the condition that no action,
suit, or proceeding shall be pending before any court or quasi-judicial or
administrative agency of any federal, state, local, or non-U.S. jurisdiction
wherein an unfavorable injunction, judgment, order, decree, ruling, or charge
would (A) prevent consummation of any of the transactions contemplated by this
Agreement or (B) cause any of the transactions contemplated by this Agreement to
be rescinded following consummation (and no such injunction, judgment, order,
decree, ruling, or charge shall be in effect).

    


    d.           USC
and each of the Joint Venture partners hereby agree to use their commercially
reasonable best efforts to obtain the approval by the U.S. Bankruptcy Court of
the entry by USC into this Agreement and the other agreements, amendments and
documents contemplated herein by August 20, 2010.

    


    7.           Closing.  Subject to the
satisfaction or waiver of the conditions set forth in Section 6, the
closing of the Redemption (the “Closing”) shall take place at the offices of
Honigman Miller Schwartz and Cohn LLP or such other location as agreed by the
parties on a date specified by Levy at least 3 business days after Levy gives
notice to USC and the Joint Venture Partners that Superior is prepared to
consummate the Issuance.

    


    8.           Operating
Agreement.

    


    
      	
               
      

            	
              (a)

            	
              Upon
      the Closing, the Joint Venture Partners and USC shall have no obligation
      under the Operating Agreement which arise from facts or circumstances that
      occur on or after the Closing and Kurtz shall no longer be the Tax Matters
      Partner (as defined in the Operating Agreement); provided that the
      obligations set forth in Section 6.7 of the Operating Agreement shall
      survive the Closing and all rights to indemnification and exculpation from
      liabilities for acts or omissions occurring at or prior to the Closing
      Date and rights to advancement of expenses relating thereto now existing
      in favor of any USC Indemnified Party as provided in the Operating
      Agreement or the organizational documents of any of Superior’s
      subsidiaries shall survive the Redemption and shall not be amended,
      repealed or otherwise modified in any manner that would adversely affect
      any right thereunder of any such USC Indemnified
  Party.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      parties hereto acknowledge and agree that as of the date hereof and as of
      the Closing Date that:

            


    

    


    
      	
               
      

            	
               
      i.

            	
              all
      Significant Transactions (as defined in the Operating Agreement) which
      occurred on or prior to the date hereof were approved by the Board of
      Directors of Superior (the “Board”) in accordance with Section 6.8 of the
      Operating Agreement;

            


    

     

    
      	
               
      

            	
               ii.

            	
              each
      Joint Venture Partner has made all capital contributions which the Board
      requested it to make on or prior to the date hereof in accordance with
      Sections 8.01 and 8.02 of the Operating
  Agreement;

            


    

     

    
      	
               
      

            	
              iii.

            	
              all
      distributions and allocations of profits and losses of Superior made to
      any member of Superior on or prior to the date hereof were made in
      accordance with the terms and provisions of the Operating Agreement;
      and

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              iv.

            	
              such
      party is not aware of any violation of Section 14.5 of the Operating
      Agreement (with respect to Company Opportunities (as defined in the
      Operating Agreement)) or Section 14.6 of the Operating Agreement (with
      respect to Confidential Information (as defined in the Operating
      Agreement)) by any Joint Venture Partner on or prior to the date of this
      Agreement or the Closing Date, as
applicable.

            


    

     

    
      	
               
      

            	
              (c)

            	
              In
      connection with the exercise by Levy of its Section 5.4 rights under
      Section 2(i) of this Agreement, USC and the Joint Venture Partners hereby
      (on behalf of itself and its affiliates) waive, release and agree not to
      assert any claim, defense or position that USC’s emergence from bankruptcy
      on or before the Section 5.4 End Date in any way adversely affects Levy’s
      right to exercise such rights.  Upon the consummation of the
      Closing, Levy hereby agrees to waive all of its rights under Section 5.4
      of the Operating Agreement with respect to any period before, on or after
      the Closing.

            


    

    


    9.           Non-Compete.  For a period of
five (5) years after the Closing, the Joint Venture Partners and USC shall not
compete with Superior by, indirectly or directly, engaging in, owning an
interest in, making an investment in or becoming a creditor of, or providing any
credit to, any business which conducts the Business in the State of
Michigan.  Notwithstanding the foregoing, the restrictions in this
Section 9 shall
not prohibit any Joint Venture Partner, USC or any of their respective
affiliates from disposing, transferring or selling any asset to any party
(including for consideration consisting in whole or in part of debt
instruments), supplying materials or supplies to any party (including on
credit), purchasing materials or supplies from any party (including on credit)
and leasing real and personal property to any party or from conducting their
business as currently conducted as of the date of this Agreement and which does
not constitute the Business.

    


    10.         Entire
Agreement/Merger.  This Agreement and the other agreements
referenced herein (including the Ancillary Agreements, as amended, modified,
waived or terminated in accordance with the terms hereof) represent the entire
agreement of the parties with respect to the subject matter hereof, and all
other prior agreements, written or oral, are hereby merged herein and are of no
further force or effect.  This Agreement (including any exhibit and
schedule hereto, the Supplement and the Joinder) may not be changed orally, but
only by agreement in writing, signed by the party against whom enforcement of
any waiver, change, modification or discharge is sought.

     

    11.         Headings.  The headings in
this Agreement are inserted for convenience only and shall not in any way affect
the meaning or interpretation of this Agreement.

     

    12.         Counterparts/Headings.  This Agreement
may be executed contemporaneously in one or more counterparts, each of which
shall be deemed an original.  The article and section headings
contained herein are for reference purposes only and will not affect in any way
the meaning or interpretation of this Agreement.

     

    13.         Notices.  Any notice,
request, information or other document to be given under this Agreement to any
of the parties by the other shall be in writing and delivered personally or sent
by certified mail, postage prepaid, as follows:

     

    
      
        	
                If
      to Levy or:

              	
                Edw.
      C. Levy Co.

              
	 
      	
                8800
      Dix Avenue

              
	 
      	
                Detroit,
      Michigan  48209

              
	 
      	
                Attention:  Daniel
      M. Mergens

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            	
                    With
      copies to:

                  	
                    Honigman
      Miller Schwartz and Cohn, LLP

                  
	 
      	
                    660
      Woodward Avenue

                  
	 
      	
                    Suite
      2290 First National Building

                  
	 
      	
                    Detroit,
      Michigan  48226

                  
	 
      	
                    Attention:  Patrick
      T. Duerr, Esq.

                  
	 
      	 
      
	
                    If
      to USC and the

                  	
                    U.S.
      Concrete, Inc.

                  
	
                    Joint
      Venture Partners:

                  	
                    2925
      Briarpark, Suite 1050

                  
	 
      	
                    Houston,
      Texas 77042

                  
	 
      	
                    Attention:  Curt
      M. Lindeman

                  
	 
      	 
      
	
                    With
      copies to:

                  	
                    Kirkland
      & Ellis LLP

                  
	 
      	
                    300
      North LaSalle

                  
	 
      	
                    Chicago,
      Illinois 60654

                  
	 
      	
                    Attention:    

                  	
                    Carol
      Anne Huff

                  
	 
      	 
      	
                    Patrick
      J. Nash, Jr.

                  
	 
      	 
      	
                    Ross
      M. Kwasteniet

                  


          

        

      

    

    


    Any party may change the address to
which notices are to be sent to it by giving written notice of such change of
address to the other parties in the manner provided in this Agreement for giving
notice.

    


    14.         No
Waiver.  No waiver of any
agreement or provision of this Agreement shall be deemed a waiver of any
preceding or succeeding breach or of any other agreement or provision contained
in this Agreement.  No extension of time for performance of any
obligation or acts shall be deemed an extension of the time for performance of
any other obligations or acts.

    


    15.         Governing
Law and Jurisdiction.  This 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.

    


    16.         Assignability.  This Agreement
shall not be assignable by any of the parties hereto without the prior written
consent of the other parties; provided, that USC and the Joint Venture Partners
agree that the New Joint Venture Partner may become a party to this Agreement
upon execution of the Joinder Agreement prior to Closing; provided, further that
such New Joint Venture Partner is reasonably satisfactory to USC; and provided,
further, that USC and the Joint Venture Partners hereby agree that any proposed
New Joint Venture Partner with respect to which they or any Authorized
Representative have received any of the materials set forth on Annex C hereto prior
to the Due Diligence End Date shall be reasonably satisfactory to USC, unless
USC or the New Joint Venture Partners have terminated this Agreement pursuant to
Section 20(d) on or prior to the Due Diligence End Date.

    


    17.         Survival
of Provisions.  The
representations, warranties and covenants of the parties contained in this
Agreement shall survive the Closing, and each of them shall be binding upon the
other parties at all times after the execution of this Agreement, including
after the Closing, and they shall be enforceable against the parties, including
after the Closing.

    


    18.         Severability.  If any provision
of this Agreement is determined to be illegal or invalid, such illegality or
invalidity shall have no effect on the other provisions of this Agreement and
shall remain valid, operative and enforceable.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    19.         Binding
Effect.  This Agreement
shall be binding upon and inure to the benefit of the parties to this Agreement
and their respective permitted successors and assigns.

    


    20.         Termination.  This Agreement
shall terminate upon the earlier of:  (a) September 30, 2010 if the
Closing has not occurred by such date; (b) such time as the Joint Venture
Partners or USC notify Levy that a condition to the Closing set forth in Section 6(b) or 6(c) has become
incapable of fulfillment; (c) such time as Levy notifies USC and the Joint
Venture Partners that a condition to the Closing set forth in Section 6(a) or 6(c) has become
incapable of fulfillment; (d) the delivery of a written notice by USC to Levy on
or prior to the Due Diligence End Date that it is terminating this Agreement
pursuant to this Section 20(d) in
connection with the Due Diligence Review; (e) the delivery of a written notice
by USC or Levy to the other parties hereto on or prior to the Negotiation End
Date that it is terminating this Agreement pursuant to this Section 20(e) in
connection with the negotiation of the Final Forms and (f) the delivery of a
written notice by Levy  to the other parties hereto on or prior to the
Issuance Agreement Deadline that it is terminating this Agreement pursuant to
this Section
20(f).  Notwithstanding any other term or provision of this
Agreement to the contrary, in the event of the termination of this Agreement for
any reason whatsoever, the provisions of Section 8(c) shall
survive such termination and shall remain in full force and effect.

    


    [signatures
pages to follow]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


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

    


    
      
        	
                Edw.
      C. Levy Co.,

              	 
      
	
                a
      Michigan corporation

              	 
      
	 
      	 
      	 
      
	
                By:

              	
                /s/ Daniel Mergens

              	 
      
	 
      	 
      	 
      
	
                Its:

              	
                Vice President

              	 
      
	 
      	 
      	 
      
	
                Dated:   

              	
                August 5, 2010

              	 
      


      

    

    


    [Signature
Page to Redemption Agreement]


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        	
                Superior
      Materials Holding, LLC,

              	 
      
	
                a
      Michigan limited liability company

              	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                By:

              	
                /s/ Jeffrey Spahr

              	 
      
	 
      	 
      	 
      
	
                Its:

              	
                President

              	 
      
	 
      	 
      	 
      
	
                Dated:   

              	
                August 6, 2010

              	 
      
	 
      	 
      	 
      
	
                Kurtz
      Gravel Company,

              	 
      
	
                a
      Michigan corporation

              	 
      
	 
      	 
      	 
      
	
                By:

              	
                /s/ Michael W. Harlan

              	 
      
	 
      	 
      	 
      
	
                Its:

              	
                Vice President

              	 
      
	 
      	 
      	 
      
	
                Dated:

              	
                August 5, 2010

              	 
      
	 
      	 
      	 
      
	
                Superior
      Holdings, Inc.,

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

              	 
      
	
                a
      Michigan corporation

              	 
      
	 
      	 
      	 
      
	
                By:

              	
                /s/ Michael W. Harlan

              	 
      
	 
      	 
      	 
      
	
                Its:

              	
                Vice President

              	 
      
	 
      	 
      	 
      
	
                Dated:

              	
                August 5, 2010

              	 
      
	 
      	 
      	 
      
	
                BWB,
      Inc. of Michigan,

              	 
      
	
                a
      Delaware corporation

              	 
      
	 
      	 
      	 
      
	
                By:

              	
                /s/ Curt M. Lindeman

              	 
      
	 
      	 
      	 
      
	
                Its:

              	
                Vice President

              	 
      
	 
      	 
      	 
      
	
                Dated:

              	
                August 5, 2010

              	 
      
	 
      	 
      	 
      
	
                Builders’
      Redi-Mix, LLC,

              	 
      
	
                a
      Delaware limited liability company

              	 
      
	 
      	 
      	 
      
	
                By:

              	
                /s/ Curt M. Lindeman

              	 
      
	 
      	 
      	 
      
	
                Its:

              	
                Vice President

              	 
      
	 
      	 
      	 
      
	
                Dated:

              	
                August 5, 2010

              	 
      


      

    

     

    [Signature
Page to Redemption Agreement]


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        	
                U.S.
      Concrete, Inc.

              	 
      
	
                a
      Delaware corporation

              	 
      
	 
      	 
      	 
      
	
                By:

              	
                /s/ Curt M. Lindeman

              	 
      
	 
      	 
      	 
      
	
                Its:

              	
                Vice President

              	 
      
	 
      	 
      	 
      
	
                Dated:   

              	
                August 5, 2010

              	 
      
	 
      	 
      	 
      
	
                USC
      Michigan, Inc.,

              	 
      
	
                a
      Delaware corporation

              	 
      
	 
      	 
      	 
      
	
                By:

              	
                /s/ Michael W. Harlan

              	 
      
	 
      	 
      	 
      
	
                Its:

              	
                Vice President

              	 
      
	 
      	 
      	 
      
	
                Dated:

              	
                August 5, 2010

              	 
      


      

    

    


    [Signature
Page to Redemption Agreement]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ANNEX A

    


    
      	
              1.

            	
              The
      following terms shall have the following means as used in the Redemption
      Agreement and this Annex A;

            


    

     

    “Adverse Consequences” means
all actions, suits, proceedings, hearings, investigations, charges, complaints,
claims, demands, injunctions, judgments, orders, decrees, rulings, damages,
dues, penalties, fines, costs, amounts paid in settlement, Liabilities,
obligations, Taxes (other than Taxes based upon the income of Superior for
taxable periods prior to Closing), liens, losses, expenses, and fees, including
court costs and attorneys’ fees and expenses.

     

    “Liability” means any
liability or obligation of whatever kind or nature (whether known or unknown,
whether asserted or unasserted, whether absolute or contingent, whether accrued
or unaccrued, whether liquidated or unliquidated, and whether due or to become
due), including any liability for Taxes.

     

    “Tax” or “Taxes” means any federal,
state, local, or non-U.S. gross receipts, license, payroll, employment, excise,
severance, stamp, occupation, premium, windfall profits, environmental
(including taxes under Code §59A), customs duties, capital stock, franchise,
profits, withholding, social security (or similar), unemployment, disability,
real property, personal property, sales, use, transfer, registration, value
added, alternative or add-on minimum, estimated, or other tax of any kind
whatsoever, including any interest, penalty, or addition thereto, whether
disputed or not and including any obligations to indemnify or otherwise assume
or succeed to the Tax liability of any other Person.

     

    
      	
              2.

            	
              If
      any third party notifies any USC Indemnified Party with respect to any
      matter (a ‘‘Third-Party
      Claim’’) that may give rise to a claim for indemnification against
      any Indemnifying Party under Section 2.a. of the Redemption Agreement,
      then the USC Indemnified Party shall promptly notify each Indemnifying
      Party thereof in writing; provided, however, that no delay on the part of
      the USC Indemnified Party in notifying any Indemnifying Party shall
      relieve the Indemnifying Party from any obligation hereunder unless (and
      then solely to the extent) the Indemnifying Party is thereby
      prejudiced.

            


    

     

    
      	
              3.

            	
              Any
      Indemnifying Party will have the right to defend the USC Indemnified Party
      against the Third-Party Claim with counsel of his, her, or its choice
      satisfactory to the USC Indemnified Party so long as (A) the Indemnifying
      Party notifies the USC Indemnified Party in writing within 15 days after
      the USC Indemnified Party has given notice of the Third-Party Claim that
      the Indemnifying Party will indemnify the USC Indemnified Party from and
      against the entirety of any Adverse Consequences the USC Indemnified Party
      may suffer resulting from, arising out of, relating to, in the nature of,
      or caused by the Third-Party Claim, (B) the Indemnifying Party provides
      the USC Indemnified Party with evidence acceptable to the USC Indemnified
      Party that the Indemnifying Party will have the financial resources to
      defend against the Third-Party Claim and fulfill its indemnification
      obligations hereunder, (C) the Third-Party Claim involves only money
      damages and does not seek an injunction or other equitable relief, (D)
      settlement of, or an adverse judgment with respect to, the Third Party
      Claim is not, in the good faith judgment of the USC Indemnified Party,
      likely to establish a precedential custom or practice adverse to the
      continuing business interests or the reputation of the USC Indemnified
      Party, and (E) the Indemnifying Party conducts the defense of the
      Third-Party Claim actively and
diligently.

            


    


    
      
         


      

      
        A-1

        
          

        

      

      
         


      

    


    
      	
              4.

            	
              So
      long as the Indemnifying Party is conducting the defense of the
      Third-Party Claim in accordance with paragraph 3 above, (A) the USC
      Indemnified Party may retain separate co-counsel at his, her, or its sole
      cost and expense and participate in the defense of the Third-Party Claim,
      (B) the USC Indemnified Party will not consent to the entry of any
      judgment on or enter into any settlement with respect to the Third-Party
      Claim without the prior written consent of the Indemnifying Party (not to
      be unreasonably withheld), and (C) the Indemnifying Party will not consent
      to the entry of any judgment on or enter into any settlement with respect
      to the Third-Party Claim without the prior written consent of the USC
      Indemnified Party (not to be unreasonably
  withheld).

            


    

     

    
      	
              5.

            	
              In
      the event any of the conditions in paragraph 2 above is or becomes
      unsatisfied, however, (A) the USC Indemnified Party may defend against,
      and consent to the entry of any judgment on or enter into any settlement
      with respect to, the Third-Party Claim in any manner his, her, or it may
      deem appropriate (and the USC Indemnified Party need not consult with, or
      obtain any consent from, any Indemnifying Party in connection therewith),
      (B) the Indemnifying Parties will reimburse the USC Indemnified Party
      promptly and periodically for the costs of defending against the
      Third-Party Claim (including attorneys’ fees and expenses), and (C) the
      Indemnifying Parties will remain responsible for any Adverse Consequences
      the USC Indemnified Party may suffer resulting from, arising out of,
      relating to, in the nature of, or caused by the Third-Party
      Claim.

            


    


    
      
         


      

      
        A-2

        
          

        

      

      
         


      

    


    ANNEX B

    


    Promissory
Note

    


    [to be
attached]



    
      
         


      

      
        B-1

        
          

        

      

      
         


      

    


    ANNEX C

    


    Subject
Matters

     

    
      	
              1)

            	
              Historical
      audited financial statements;

            


    

     

    
      	
              2)

            	
              Most
      recent cash balances and borrowing
capacity;

            


    

     

    
      	
              3)

            	
              Corporate
      entity organizational chart;

            


    

     

    
      	
              4)

            	
              Summary
      of current debt balances (including, letters of credit) and availability
      by facility;

            


    

     

    
      	
              5)

            	
              Most
      recent creditor presentation(s);
and

            


    

     

    
      	
              6)

            	
              Details
      on historical and projected pension expenses and contributions (e.g.,
      amounts and in what legal entities do these liabilities
      exist).

            


    


    
      
         


      

      
        C-1

        
          

        

      

      
         


      

    


    ANNEX D

     

    FORM OF JOINDER
AGREEMENT

     

    This
Joinder Agreement (this “Joinder Agreement”) to the Redemption Agreement dated
July 28, 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 [] day of [] 2010.

     

    Pursuant
to Section 16 of the Agreement, USC, the Joint Venture Parties, Levy and [insert
name] (the “New Joint Venture Partner”) hereby agree as follows:

     

    [Insert
name] 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; provided that this Joinder Agreement shall be of
no force and effect unless the closing of the Issuance shall
occur.  For purposes of Section 2.a, after giving effect to the
Redemption, the percentage interest in Superior of [insert name] shall be []%
and the percentage interest in Superior of Levy shall be []%.

     

    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 [insert name] at the address sort forth on its
signature page hereto.

    


    
      
        	 
      	
                   

              
	 
      	
                [INSERT
      NAME & ADDRESS]

              


      

    

     

    [Signature
blocks for Superior, Levy, USC and JV Parties to follow]


    
      
         


      

      
        C-1

        
          

        

      

      
         


      

    


    SCHEDULE
I

     

    Levy and
Superior shall use their reasonable best efforts to cause Comerica to consent to
the assignment of USC’s rights and obligations under the Comerica Agreement,
effective as of the Closing Date, which reasonable best efforts may include the
issuance of a guaranty by Levy or the New Joint Venture Partner to Comerica;
provided, that except as required
by legal process, court order, subpoena, any governmental authority, or
regulatory body, the parties to this Agreement hereby agree not to
disclose to Comerica the terms of Section 2.h
hereof.

     

    
      
         

      

      
        Schedule I

        
          

        

      

      
         

      

    

     

    SCHEDULE
II

     

    
      	
              1.

            	
              Administrative
      Services Agreement, dated as of April 1, 2007, by and between Superior and
      USC;

            


    

     

    
      	
              2.

            	
              Lease
      Agreement, effective as of April 1, 2007, by and between Kurtz Gravel
      Company (“Kurtz”) and Superior;

            


    

     

    
      	
              3.

            	
              Lease
      and Extraction Agreement, effective as of April 1, 2007, by and between
      Kurtz and American Aggregates of Michigan, Inc. (“American Aggregates”);
      and

            


    

     

    
      	
              4.

            	
              Asset
      Purchase Agreement, dated as of April 1, 2007, by and between Kurtz and
      American Aggregates.

            


    


    
      
         


      

      
        Schedule II