Exhibit 10.1


Execution Version


OPERATING AGREEMENT
 OF
 SUPERIOR MATERIALS HOLDINGS,
LLC


(formerly known as Superior Joint Venture, LLC)


          This Amended and
Restated Operating Agreement (this “Agreement”) of Superior
Materials Holdings, LLC, formerly known as Superior Joint Venture, LLC (the
“Company”) is made effective as of April 1, 2007, by and
between (i) Kurtz Gravel Company, a Michigan corporation and Superior Materials,
Inc. (f/k/a Superior Redi-Mix, Inc.), a Michigan corporation (each, a
“USC Member”), and (ii) Edw. C. Levy Co., a Michigan
corporation, d/b/a Clawson Concrete Company (“Levy”). 



RECITALS


          A.          The
parties hereto desire to enter into a joint venture (the
“Transaction”) for the manufacture and delivery of ready-mixed
concrete, production and sale of masonry block and related concrete products
(including pre-cast concrete) and certain sales of those specifically identified
contractors’ tools referenced in the Contribution Agreement (as hereinafter
defined) in the State of Michigan (the “Business”).


          B.          In
accordance with and pursuant to the Michigan Limited Liability Company Act, MCLA
§ 450.4101 et seq. (the “Act”), the Company was
formed as a Michigan limited liability company upon the filing of the Articles
of Organization of Superior Joint Venture, LLC (the “Articles”)
with the Michigan Department of Consumer and Industry Services on March 8,
2007.


          C.          Effective
as of the date hereof, as contemplated by that certain Contribution Agreement
dated as of March 26, 2007 (the “Contribution Agreement”), by
and among the Company and the parties hereto, the parties hereto are making
contributions to the capital of the Company and are being issued Shares (as
hereinafter defined) in respect of such capital contributions.


          D.          Immediately
upon the contributions made pursuant to the Contribution Agreement, the Company
will contribute such contributed assets to the capital of the Company’s
wholly-owned subsidiary Superior Materials, LLC (f/k/a Superior Operating
Subsidiary I, LLC) (together with BWB, LLC (f/k/a Superior Operating Subsidiary
II, LLC), the “Superior Subsidiaries”).   


          E.          The
Members desire to enter into this Agreement in order to evidence the admission
of the parties hereto as Members and to set forth their agreement regarding the
manner in which the Company shall be governed and operated and the other matters
set forth herein.


          F.          For
tax purposes it is intended that the Company shall be classified as a
“partnership,” and not an “association” taxable as a
“corporation,” as those terms are defined in Section 7701 of the
Internal Revenue Code of 1986, as amended (the “Code”), and the
regulations promulgated thereunder (the
“Regulations”).











AGREEMENT


          In consideration of
the foregoing and the mutual covenants contained in this Agreement and for other
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:


ARTICLE 1
 DEFINITIONS


          Section
1.1          Definitions.



          The following terms,
when used in this Agreement, shall have the meanings set forth below unless the
context requires otherwise.


          “Affiliate”
means any Person that, directly or indirectly, through one or more
intermediaries, controls, or is controlled by, or is under common control with,
another Person.  The term “control,” as used in the immediately
preceding sentence, means the possession, directly or indirectly, of the power,
directly or indirectly, to direct or cause the direction of the management or
policies of the controlled Person through the ownership of more than fifty
percent (50%) of the voting rights attributable to the equity interests in such
Person, or otherwise.


          “Company
Opportunity” shall mean an opportunity to purchase the equity
interests, stock or assets of, invest in, lease, enter into any joint venture or
strategic relationship or engage in a similar transaction with respect to, or to
build, construct or develop any plan related to any business falling within the
scope of the Business. 


          “Levy
Group” means, collectively, Levy and its successors and permitted
assigns (except assigns which are members of another Member Group).


          “Member”
means each of the Persons that are parties to this Agreement, and any other
Person that hereafter becomes a Member in accordance with Article 12, but only
for so long as each such Person remains a member of the Company in accordance
with this Agreement and the Act.


          “Member
Group” means the Levy Group or the USC Group.


          “Person”
means any natural person, corporation, partnership, limited liability company,
firm, association, trust, government, governmental agency or any other entity,
whether acting in an individual, fiduciary or other capacity.


          “Undistributed
Profits” means, with respect to any Member, any profits allocated to
such Member under Section 9.1 less any distributions of such profits to such
Member under Section 8.4(a)(i).


          “USC
Group” means the USC Members and their respective successors and
permitted assigns (except assigns which are members of another Member
Group).


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ARTICLE 2
 EFFECTIVENESS


          Section
2.1.          
Effectiveness. 


          The rights and
obligations of the parties hereto and the organization and empowerment of the
Company contemplated hereunder shall be effective as of the date the Articles
were filed.


ARTICLE 3
 FORMATION


          Section
3.1          Name.



          Upon execution of
this Agreement and filing of an Amendment to the Articles with the Michigan
Department of Consumer and Industry Services, the name of the Company will be
“Superior Materials Holdings, LLC.”


          Section
3.2          Term.



          The term of the
Company’s existence commenced on March 8, 2007, the date the Articles were
filed with the Michigan Department of Consumer and Industry Services, and shall
continue perpetually, unless dissolved before such date in accordance with the
provisions of this Agreement.


          Section
3.3          Certificates.



          The Members will
execute, deliver and file any amendments and/or restatements of the Articles and
any other certificates (and any amendments and/or restatements thereof)
necessary for the Company to qualify to do business in a jurisdiction in which
the Company may wish to conduct business.  The Members also shall cause the
Company to be qualified, formed or registered under assumed or fictitious name
statutes or similar laws in any jurisdiction in which the Company transacts
business.


          Section
3.4          Principal
Office Resident Agent.


          The principal office
of the Company and the registered office which the Company is required to
maintain under the Act shall be located at 712 Abbott Road, East Lansing,
Michigan 48823 or such other place as the Members may select from time to
time.


          The resident agent
of the Company shall be Capitol Corporate Services, Inc.  or such other
person as the Board may select from time to time. If the resident agent shall
ever resign, the Company shall promptly appoint a successor.


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ARTICLE 4
 PURPOSE AND POWERS


          Section
4.1           Purpose.



          (a)          The
Company shall conduct the Business and undertake such other activities related
to the Business or any such other lawful business activities as the Board of
Directors may approve (the “Purposes”).  In furtherance of
the Purposes, the Company shall have all of the powers granted to a limited
liability company under the laws of the State of Michigan.


          (b)          The
parties intend on conducting the Business through the Superior Subsidiaries,
each of which the Company has organized and wholly-owns.  The business and
affairs of each Superior Subsidiary shall be managed by the Company acting
through a board of directors of such Superior Subsidiary.  The board of
directors of each Superior Subsidiary shall at all times be the same as the
Board of Directors of the Company such that, in the event that any individual
becomes, or ceases to be, a member of the Board of Directors of the Company,
such individual shall automatically become, or cease to be (as the case may be),
a member of the board of directors of such Superior Subsidiary.  The board
of directors of each Superior Subsidiary shall manage such Superior Subsidiary
in the manner specified in Article 6 below, substituting, for this purpose, the
name of such Superior Subsidiary for the word “Company” in Article 6
and replacing subsection (m) with the words “(m) any issuance of any equity
interest to any Person other than the Company” in Section 6.8. 



          Section
4.2          Powers.



          In furtherance of
the Purposes, but subject to all of the provisions of this Agreement, the
Company shall have the power and is hereby authorized to:

	
   
  	
  
          (a)          acquire
by purchase, lease, contribution of property or otherwise, own, hold, sell,
convey, transfer, liquidate, dissolve or dispose of any real, personal or
intangible property (such property including stock in corporations and interests
in any partnerships, trusts, limited liability companies or other entities)
which may be necessary or incidental to the accomplishment of the
Purposes;
 
	
  
 
  	
  
 
  
	
  
 
  	
  
          (b)          operate,
maintain, finance, improve, assign, mortgage, lease or demolish or otherwise
dispose of any real, personal or intangible property which may be necessary or
incidental to the accomplishment of the Purposes;
 
	
  
 
  	
  
 
  
	
  
 
  	
  
          (c)          enter
into, create, dissolve or liquidate partnerships, limited liability companies,
trusts, associations, corporations or other ventures in furtherance of the
Purposes;
 
	
  
 
  	
  
 
  
	
   
  	
  
          (d)          borrow
money and issue evidences of indebtedness in furtherance of any or all of the
Purposes and secure the same by mortgage, pledge or other lien on the assets of
the Company;
 
	
  
 
  	
  
 
  
	
  
 
  	
  
          (e)          enter
into, perform and carry out contracts of any kind;
 
	
  
 
  	
  
 
  
	
  
 
  	
  
          (f)          employ
or otherwise engage employees, managers, contractors, advisors, attorneys,
consultants and any other agents of the Company, and define their duties and pay
reasonable compensation for such services; and
 
	
  
 
  	
  
 
  
	
  
 
  	
  
          (g)          do
such other things and engage in such other activities related to the foregoing
as may be necessary or incidental to the conduct of the Business or related to
the Business, and have and exercise all of the powers and rights conferred upon
limited liability companies formed pursuant to the Act.
 



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ARTICLE 5
 OWNERSHIP


          Section
5.1          Ownership
Interests.

	
  
 
  	
  
          
(a)            There
shall be one class of ownership interest in the Company (referred to herein as
the “Shares”) and, except as specifically set forth herein,
each Member shall have the same relative rights, powers, and duties with respect
to its Shares.
 
	
  
 
  	
  
 
  
	
  
 
  	
  

          
(b)            The
Company is authorized to issue Two Thousand (2,000) Shares.
 




          Section
5.2          Transfer of
Shares.

	
   
  	
  

          
(a)            Except
as provided in Section 5.2(b) or 5.2(c), no Member may sell, transfer, assign or
pledge its Shares without the written consent of the other Members.  For
purposes of this Agreement, a transfer of Shares shall include any transfer of a
beneficial interest in the Shares or the granting of any lien or encumbrance on
such Shares.  Any sale, transfer, assignment or pledge of Shares not
permitted by this Article 5 will be void and of no effect.
 
	
  
 
  	
  
 
  
	
  
 
  	
  

          
(b)            A
Member may at any time transfer all, but not less than all, of its Shares to an
Affiliate.  No transfer of Shares in reliance on this Section 5.2(b) will
affect the Members’ rights or obligations under this Agreement, except as
may be approved by the Board of Directors pursuant to Section 6.8.


	
  
 
  	
  
 
  
	
  
 
  	
  

          (c)            At
any time after three (3) years after the date of this Agreement and during the
term of this Agreement, a Member Group may transfer all, but not less than all,
of its Shares to any Person without the prior written consent of the other
Member Group if the transferring Member Group complies with the provisions of
this Section 5.2(c):
 





	
  
 
  	
  
              (i)          The
transferring Member Group shall promptly give written notice (the
“Notice”) to the Member Group of which it is not a member (the
“Other Member Group”) at least sixty (60) days prior to the
closing of the proposed transfer.  The Notice shall describe in reasonable
detail the terms of the proposed transfer including, without limitation, (i) the
number of Shares to be transferred (the “Offer Shares”), (ii)
the date of the proposed transfer, (iii) the price and form of consideration to
be paid, and (iv) the name and address of the prospective transferee.






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              (ii)        Upon
receipt of the Notice, the Other Member Group may elect to purchase all (but not
less than all) of the Offer Shares, exercisable by the members of the Other
Member Group in proportion to their Share ownership or as they may otherwise
agree, at the price and on the terms specified in the Notice by delivering
written notice of such election to the transferring Member Group within thirty
(30) business days after the delivery of the Notice.  If the Other Member
Group elects to purchase the Offer Shares from the transferring Member Group,
the transfer of such Shares shall be consummated on or about the original
proposed closing date set forth in the Notice, which shall not be more than
sixty (60) business days following the receipt of the Notice.  To the
extent the Other Member Group does not elect to purchase the Offer Shares, the
transferring Member Group may consummate the proposed transfer on the terms set
forth in the Notice.  Any transfer not on such terms, or effected more than
one-hundred twenty (120) days following receipt of the Notice, shall not be
permitted by this Section 5.2(c) unless the transferring Member Group again
complies with all of the provisions hereof.
 
	
   
  	
  
 
  
	
  
 
  	
  
              (iii)       This
Section 5.2(c) shall not apply to any transfer effected pursuant to the
provisions of Section 5.2(b).  At any time prior to the closing of any
transfer pursuant to this Section 5.2(c), the Other Member Group may make the
demand under Section 5.3 and the process provided under Section 5.3 shall take
precedence over the process provided in this Section 5.2.
 





	
  
 
  	
  
          (d)        Upon
any transfer of Shares permitted by this Section 5.2, the transferee shall be
admitted as a Member of the Company (and as a Member of the transferring
Member’s Member Group) pursuant to Article 12 only upon executing a joinder
agreement in form and substance acceptable to the Board of Directors pursuant to
which the transferee agrees to become bound by the terms hereof and assume all
of the liabilities of the transferring Member under this Agreement.  Such
transfer or assignment shall not discharge the transferring or assigning Member
or Members from their obligations under this Agreement, unless the
non-transferring or non-assigning Member Group hereto consents to such
discharge.
 




          Section
5.3      Buy-Sell Provision.


	
  
 
  	
  
          (a)         At
any time after three (3) years after the date of this Agreement (or before such
time but only as provided in Section 6.3(f)) and during the term of this
Agreement, any Member Group (the “Terminating Group”) may
demand that the other Member Group (the “Remaining Group”)
either purchase all of the Terminating Group’s Shares, or sell all of its
Shares to the Terminating Group.  Such right shall be exercised by the
Terminating Group by providing written notice to the Remaining Group (the
“Notice”), which Notice shall set forth the cash price and
other terms upon which the Remaining Group shall either (i) sell its Shares to
the Terminating Group (pro rata to the Terminating Group’s Members in
proportion to their share ownership or as the Terminating Group may otherwise
agree) or (ii) purchase the Terminating Group’s Shares (pro rata by the
Remaining Group’s Members in proportion to their Share ownership or as the
Remaining Group may otherwise agree).  In no event shall the cash price
offered by the Terminating Group be less than the price calculated in accordance
with the formula provided on attached Exhibit 5.3.  The Remaining
Group shall elect either to sell its Shares to the Terminating Group or to
purchase the Terminating Group’s Shares within the “Period” (as
defined below); provided that if the Remaining Group shall make no
election within the Period, it shall be deemed to have elected to sell its
Shares to the Terminating Group.  For purposes of this Agreement, the
“Period” means 30 days after the date the Notice is given
pursuant to Section 14.1(c). The closing of any sale of Shares pursuant to this
Section 5.3 shall occur within 60 days after the end of the Period, on a date
specified by the purchasing Remaining Group; provided that if the
Remaining Group desires to finance the purchase of the Shares, it may extend the
closing for up to an additional 15 days (i.e., to 75 days after the end of the
Period) and may condition the closing on its ability to obtain financing. 
If the closing does not occur for failure of the Remaining Group to obtain
financing, such event will be treated as an election by the Remaining Group to
sell its Shares to the Terminating Group.  At the closing, (i) the purchase
price shall be paid in full by cash or by certified or bank check, and (ii) the
selling Member Group shall deliver the certificate(s) for its Shares duly
endorsed for transfer to the purchasing Member Group or accompanied by executed
stock powers endorsed to the applicable purchasing Members; such certificate(s)
shall also be accompanied by any other documents that are necessary to transfer
to the applicable purchasing Members good title to the Shares being
purchased.
 



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          (b)         If
the purchaser of Shares in a transaction under this Section 5.3 defaults in
payment of the purchase price set forth in the Buy-Sell Notice, the seller of
such Shares, by notice to such purchaser within 10 days after such default has
occurred, may terminate the agreement for the sale of the Shares to the
purchaser and the seller, by notice to the purchaser, may elect to purchase, or
designate some other person or entity to purchase, the Shares held by the
purchaser at a price which is 20% lower than the Buy-Sell Price and on the
payment terms set forth therein. If the seller makes such an election, the
transaction must be completed on or before the thirtieth (30th) day after the
seller transmits notice of such election to the purchaser (subject to extension
by mutual agreement of the Terminating Member and the Remaining Member). The
rights of the seller under this Section 5.3 (b) are in addition to any other
rights that it may have under this Agreement or other wise as a result of a
default of the purchaser.
 
	
  
 
  	
  
 
  
	
  
 
  	
  
          (c)         If
a transaction under this Section 5.3 is to occur, the seller in such transaction
may, upon notice to the purchaser and the Company, require that all financial
obligations of the Company to such seller and its affiliates be satisfied in
connection with such acquisition, whether or not otherwise due and payable. For
this purpose, a financial obligation means any debt of the Company (other than
trade payables in the ordinary course of business and not yet due) and any
contingent obligation in respect of debt of the Company (such as would exist if
the seller guaranteed borrowings by the Company from a third party). Any
outstanding indebtedness for borrowed money shall be satisfied either by payment
from the Company or purchase by the purchaser or its designee of the obligation,
in either case at the outstanding principal amount thereof plus interest accrued
(but unpaid) through the date of payment. A contingent financial obligation
shall be satisfied by a release of the seller or an indemnity or other
arrangement reasonably satisfactory to the seller, including but not limited to
an indemnity any for secondary pension withdrawal liability that may exist on
the part of the seller.
 
	
   
  	
  
 
  
	
  
 
  	
  
          (d)         As
of the closing date of a transaction referred to in this Section 5.3, the seller
in such transaction shall enter into a customary non-competition agreement with
the buyer in such transaction restricting the seller from competing with the
Business within the State of Michigan for a period of five (5) years after such
closing date.
 




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          Section
5.4          Insolvency


          Notwithstanding any
term or provision in this Article 5 to the contrary, if a Member or a
Member’s direct, indirect or ultimate parent (including, without
limitation, U.S. Concrete, Inc.) becomes unable to pay its debts as they become
due, becomes the subject of a bankruptcy or other insolvency proceeding, makes
an assignment for the benefit of creditors or otherwise seeks protection from
its creditors (the “Insolvent Member”), then (a) the provisions
of Sections 5.2(b) and (c) and Section 5.3 shall no longer apply, (b) the
non-Insolvent Members shall have the right to purchase all or any portion of the
Insolvent Member’s Shares in proportion to their Share ownership of the
non-Insolvent Members or as they may otherwise agree, and (c) the purchase price
of such Shares shall equal the price calculated in accordance with the formula
provided on attached Exhibit 5.3.  The non-Insolvent Member may
exercise its right to purchase by giving the Insolvent Members written notice
specifying the date upon which the such purchase will be consummated.



ARTICLE 6
 BOARD OF DIRECTORS


          Section
6.1           Board of
Directors. 


          All aspects of the
business and affairs of the Company shall be managed, and all decisions
affecting the business and affairs of the Company shall be made, by the Members
through a Board of Directors (the “Board of Directors”). 
The Members, acting through the Board of Directors shall have the right, power
and authority to take any and all actions consistent with the Purposes that are
permitted hereunder and under applicable law.  No Member shall have any
right, power or authority to act (as agent or otherwise) for, or to bind, the
Company in any manner except through the Board of Directors or as otherwise
provided in this Agreement.  


          Section
6.2          Number;
Chairman. 


          The Board of
Directors shall be composed of five (5) representatives (each a
“Representative” and collectively the
“Representatives”).  The USC Group shall have the right to
appoint three (3) representatives to the Board of Directors (the “USC
Representatives”) and the Levy Group shall have the right to appoint
two (2) Representatives to the Board of Directors (the “Levy
Representatives”).  The initial USC Representatives shall be
Michael W. Harlan, Robert D. Hardy and Michael Gentoso.  The initial Levy
Representatives shall be S. Evan Weiner and Dan Mergens.  One
Representative shall serve as Chairman of the Board, who shall be elected by the
Board of Directors.  The Chairman shall not have a separate casting vote
and his sole responsibility shall be to preside at Board Meetings, and to vote
in his capacity as Representative. 


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          Section
6.3          Meetings.

	
  
 
  	
  
          (a)             Regular
quarterly meetings of the Board of Directors shall be held, without notice and
without the necessity of a written agenda, within 45 days after the beginning of
each fiscal quarter according to an annual schedule prepared and distributed by
the Chairman at least ten business days prior to the first quarterly meeting of
each fiscal year or as otherwise scheduled by the Board, for review of all
significant matters relating to the Company’s business.
 
	
  
 
  	
  
 
  
	
  
 
  	
  
          (b)           All
meetings of the Board of Directors shall be held at the principal office of the
Company, or at such other place as shall be designated in a Meeting Notice (as
defined in Section 6.3(d)), at such times as shall be designated from time to
time in a Meeting Notice (as hereinafter defined).  Meetings of the Board
of Directors shall be presided over by a Chairman, to be appointed as set forth
in Section 6.2.  All significant planning and strategy matters relating to
the Company will be brought before the Board of Directors.  No action shall
be taken by the Board of Directors without the affirmative vote of at least a
majority of the Board of Directors present at a meeting duly called and held (in
person or by telephone) at which a quorum is present.  Notwithstanding the
foregoing, any decision of the Company (i) to pursue any USC Member’s
indemnification obligations to the Company or to enforce the Guaranty (as
defined below) or (ii) not to retain the real property (the “Sale
Property”) that is subject to the contractual rights and obligations
summarized in that certain memo from Steve Proto to Cesar Monroy dated June 15,
2003 with respect to the Grand Ledge and Lake Lansing properties upon a
third-party offer to purchase such property (so long as the purchase price of
such property is not above 3,750,000), will require the affirmative vote of the
two Levy Representatives and not a majority of the Board of Directors; provided
that upon a third-party purchase of the Sale Property, BWB, Inc. of Michigan (or
another Member designated by the USC Group) will be entitled to receive the
proceeds of the sale unless the Company has assumed the obligations summarized
in the memo to remit the net proceeds of the sale to the original owners of the
Sale Property.  The attendance (in person or by telephone) of a majority of
the Representatives of the Board of Directors that include at least one USC
Representative and one Levy Representative shall constitute a quorum; provided
that if a Representative does not appear at a meeting (and, if a special
meeting, has been given a Meeting Notice), and the proposed meeting is adjourned
for failure of a quorum, and the same Representative again does not appear (and,
if a special meeting, has been given a Meeting Notice for the rescheduled
meeting), then such Representative shall be deemed present at the rescheduled
meeting for purpose of determining whether a quorum is present. 
Significant Transactions (as defined is Section 6.8) will require the
affirmative vote of a four-fifths (4/5) majority of the Board of
Directors.
 
	
   
  	
  
 
  
	
  
 
  	
  
          (c)           Representatives
on the Board of Directors may participate in any regular or special meeting of
the Board of Directors telephonically or through other similar communications
equipment, as long as all of the Representatives participating in the meeting
can hear one another.  Participation in a meeting pursuant to the preceding
sentence shall constitute presence in person at such meeting for all purposes of
this Agreement.
 




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          (d)           Any
Representative may call a special meeting of the Board of Directors upon at
least three (3) business days prior written notice (the ‘‘Meeting
Notice”), which Meeting Notice shall be given no more than thirty (30)
days before the proposed meeting date, and which shall include a proposed agenda
for the meeting.  The requirement of a Meeting Notice may be waived by a
Representative in writing or by attendance (unless such attendance is solely for
the purpose of objecting to the failure to provide a Meeting Notice). 
Additional matters may be added to the proposed agenda for any special meeting
by any Representative upon written notice to the other Representatives, provided
such notice is given at least three (3) business days before the proposed
special meeting, or such lesser period that is affirmatively agreed to by a
majority of the Representatives.
 
	
   
  	
  
 
  
	
  
 
  	
  
          (e)           Any
action required or permitted to be taken at a regular or special meeting of the
Board of Directors may be taken without a meeting by unanimous written consent,
which consent shall set forth the actions to be so taken.  Any such writing
or writings shall be filed with the minutes of the proceedings of the Board of
Directors.  Any such unanimous written consent shall be the approval of the
Board of Directors as if such action was taken at a properly called and
constituted meeting of the Board of Directors at which all of the
Representatives were present and voting.
 
	
  
 
  	
  
 
  
	
  
 
  	
  
          (f)            In
the event of a disagreement among the Board of Directors or the Members
regarding any dispute wherein (i) the solvency of the Company would be
reasonably expected to be threatened, or (ii) the ability of the Company to
operate as a going concern would reasonably be expected to be materially
adversely affected (any such disagreement being referred to herein as a
“Dispute”), the Members shall negotiate in good faith to
resolve the disagreement.
 
	
  
 
  	
  
 
  
	
  
 
  	
  
          (g)            A
Representative may appoint another Representative to vote or otherwise act for
him at any regular or special meeting of the Board of Directors by signing a
proxy appointment form and delivering it to the individual so appointed. 
Unless otherwise provided in the proxy, any proxy may be revoked at any time
prior to the vote pursuant to such proxy by written notice delivered to the
Company.  Representatives attending by proxy shall be counted for purposes
of establishing a quorum.
 



          Section
6.4          Tenure;
Vacancies. 


          Each Representative
shall hold office until resignation, removal or death. Any Representative may
resign at any time by giving written notice to the Board of Directors and the
Members.  The resignation of a Representative shall take effect upon
receipt of notice thereof or at such later time as shall be specified in such
notice; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.  Either Member
Group may, at any time in its sole discretion, remove and replace any or all
Representatives designated by such Member Group.  Any vacancy on the Board
of Directors shall be filled by the Member Group who designated the vacating
Representative.


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          Section
6.5          Compensation.



          Except as otherwise
may be agreed in writing by the Members, the Representatives shall not receive
any salary or fee for services rendered in their capacity as
Representatives.


          Section
6.6          Unauthorized
Actions. 


          None of the Members
or the employees or agents thereof, or officers of the Company, without the
prior approval of the Board of Directors, shall take any action on behalf of or
in the name of the Company, or enter into any commitment or obligation binding
upon the Company, except for (i) actions expressly authorized by this Agreement,
(ii) by any Member (or officer) within the scope of such Member’s (or
officer’s) authority expressly granted under this Agreement, and (iii)
actions authorized by the approval of the Board of Directors in the manner set
forth under this Agreement.


          Section
6.7          Indemnification.



          The Company shall
indemnify and advance expenses to any Person to the maximum extent that would be
authorized, permitted or required by the Act, in respect to any threatened,
pending or completed action, suit or proceeding (including actions by or in the
right of the Company) to which any such Person may be made a party by reason of
the fact that such person was a Representative, an officer, a Member or an
employee, representative, Affiliate, director, member, manager or officer of a
Member.  In any situation in which such indemnification or advancement of
expenses is authorized, permitted or required by or under the Act, the
obligations of the Company to indemnify and advance expenses shall be mandatory,
but such obligation shall only be enforceable against the assets of the
Company.  Expenses advanced pursuant to this Section 6.7 shall not be
subject to reimbursement unless it is ultimately determined by a court of
competent jurisdiction that the recipient of such advance is or was not entitled
to be indemnified by the Company for the expenses advanced.


          Section
6.8          Significant
Transactions. 


          The following
actions with respect to the Company or the Superior Subsidiaries
(“Significant Transactions”) will require the affirmative vote
of a four-fifths (4/5) majority of the Board of Directors at a meeting duly
called and held (in person or by telephone), or a unanimous written consent of
the Board of Directors in lieu of a meeting (it being understood that the Act
may impose additional requirements with respect to any such actions). 
Neither the Company nor the Superior Subsidiaries will make any commitment or
incur any liability in respect of any of the following actions unless such
requirement has been satisfied.  

	
  
 
  	
  
          (a)            Approval
of an annual operating budget that projects earnings before tax below five (5%)
percent of sales.
 
	
  
 
  	
  
 
  
	
  
 
  	
  
          (b)            Approval
of a capital budget that exceeds one hundred fifty (150%) percent of annual
budgeted depreciation expense.
 
	
  
 
  	
  
 
  
	
  
 
  	
  
          (c)            Incurrence
of indebtedness that results in a debt to equity ratio in excess of 1.75 to
1.0.
 




11










	
   
  	
  
          (d)            A
distribution to the Members by way of dividend or otherwise in any one fiscal
year except as provided in Section 8.4(a).
 
	
  
 
  	
  
 
  
	
  
 
  	
  
          (e)            Conducting
any business other than the Business.
 
	
  
 
  	
  
 
  
	
  
 
  	
  
          (f)            The
sale, transfer or issuance, other than as set forth in Section 8.2, or
repurchase by the Company of Shares or other ownership interests in the Company,
including any options, warrants or other interests representing or convertible
into an ownership interest or a right to obtain an ownership interest in the
Company.
 
	
  
 
  	
  
 
  
	
  
 
  	
  
          (g)            Entering
into any guarantees or indemnities (except for indemnities to third parties
entered into in the ordinary course of business) for the benefit of any Member
or third party.
 
	
   
  	
  
 
  
	
  
 
  	
  
          (h)            Any
acquisition of a business, whether by merger, consolidation, or acquisition of
equity or assets, or joint venture or any investment in a business.


	
  
 
  	
  
 
  
	
  
 
  	
  
          (i)            The
sale of over $5,000,000 or of five percent (5%) of the assets of the Company in
a single transaction or series of related transactions.
 
	
  
 
  	
  
 
  
	
  
 
  	
  
          (j)            The
merger or consolidation or corporate reorganization, liquidation or dissolution
of the Company or the commencement of any such proceeding under any bankruptcy,
insolvency or similar law.
 
	
  
 
  	
  
 
  
	
  
 
  	
  
          (k)            Any
transaction or dealing with any Member or any affiliate of a Member.


	
   
  	
  
 
  
	
  
 
  	
  
          (l)            The
determination that the Company requires an additional capital contribution from
the Members or the approval of a convertible loan facility provided by a Member
in accordance with Section 8.2.
 
	
  
 
  	
  
 
  
	
  
 
  	
  
          (m)            Any
issuance of Shares by the Company that would result in a Member owning more than
60% of the issued and outstanding Shares.
 
	
  
 
  	
  
 
  
	
  
 
  	
  
          (n)            Any
decision with respect to the payment of a pension withdrawal
liability.
 
	
  
 
  	
  
 
  
	
  
 
  	
  
          (o)            The
right to waive the requirements under Section 5.2(b) of this
Agreement.
 
	
   
  	
  
 
  
	
  
 
  	
  
          (p)            Any
decision by the Company to waive or release any obligation of a USC Member or
U.S. Concrete, Inc. under that certain Guaranty, dated as of the date of this
Agreement, between U.S. Concrete, Inc., Levy and the Company (the
“Guaranty”)..
 
	
  
 
  	
  
 
  
	
  
 
  	
  
          (q)            Any
amendment to the Articles of Organization of the Company.
 




12











ARTICLE 7
 OFFICERS


          Section
7.1          Officers.

	
  
 
  	
  
          (a)             The
Board of Directors may appoint such officers at such time, for such term, with
such power and authority and for such compensation and other benefits (if any),
all as the Board of Directors shall determine in its discretion.  The
officers of the Company shall initially include a President, Secretary and a
Treasurer.  Each such officer shall hold office for the term for which such
officer is appointed.  Any individual may hold any number of
offices.
 
	
   
  	
  
 
  
	
  
 
  	
  
          (b)             Subject
to applicable law and any applicable contractual relationships, officers may be
removed at any time with or without cause by the Board of Directors.


	
  
 
  	
  
 
  
	
  
 
  	
  
          (c)             Each
officer of the Company will have the authority normally associated with the
position, subject to any specific delegation of authority and duties made to
such officer by the Board of Directors pursuant to this Section 7.1.






ARTICLE 8
 CAPITAL CONTRIBUTIONS, DISTRIBUTIONS, SPECIAL PAYMENT
OBLIGATION


          Section
8.1          Capital
Contributions. 


          Contemporaneously
with the execution of this Agreement and pursuant to the terms of the
Contribution Agreement, the parties hereto are making contributions to the
capital of the Company and being issued Shares as set forth on Exhibit A
attached hereto and are hereby admitted to the Company as Members.


          Section
8.2          Additional
Contributions. 


	
  
 
  	
  
          (a)            The
Members may, but shall not be required to, make additional capital contributions
to the Company.  If the Board of Directors determines that the Company
requires additional capital, the Members will be requested to make additional
capital contributions in proportion to their Share ownership.  If either
Member Group does not provide such funding, the other Member Group may, but is
not required to, contribute the shortfall, exercised by the Members of such
Member Group in proportion to their Share ownership or as they may otherwise
agree.  After all additional capital is contributed, additional Shares
shall be authorized and issued to the Members as necessary so that the Shares
held by each Member shall be proportional to each Members aggregate capital
contributions as a fraction of the total aggregate capital contributions of all
Members; provided, however, the Member Group contributing such funding may,
instead of providing such funding in exchange for additional Shares, elect to
provide such funding to the Company in the form of a convertible loan facility
on terms and conditions satisfactory to such Member Group and the Board of
Directors.
 
	
  
 
  	
  
 
  
	
  
 
  	
  
          (b)            Notwithstanding
any term or provision in this Agreement to the contrary, each Member shall have
the right to contribute additional assets located in Michigan relating to the
Business in exchange for additional Shares.  In no event, however, shall
such contributing Member’s ownership interest in the Company exceed
60%.
 



13











          Section
8.3          Status of
Capital Contributions.

	
  
 
  	
  
          (a)             No
Member shall be entitled to demand the return of its capital contributions prior
to the dissolution and winding-up of the Company.
 
	
  
 
  	
  
 
  
	
  
 
  	
  
          (b)             The
Members shall not receive any interest, salary or draw with respect to their
capital contributions or for services rendered to or on behalf of the Company or
otherwise in their capacity as Members, except as otherwise specifically agreed
in a writing executed by all Members.
 




          Section
8.4          Distributions.

	
   
  	
  
          (a)             Distributions
shall be made to the Members at the times and in the aggregate amounts
determined by the Board of Directors.  Any distributions shall be made in
the following manner and order of priority:
 





	
  
 
  	
  
                 (i)          First,
to the Members to the extent of any Undistributed Profits allocated to them, in
the order of priority allocated to them (i.e., distribution of Undistributed
Profits on a “first in, first out” basis); and
 
	
  
 
  	
  
 
  
	
  
 
  	
  
                 (ii)        Then,
to the Members pro rata, in accordance with their Shares.
 





	
  
 
  	
  
          (b)             Notwithstanding
the foregoing, the Company shall make minimum distributions to each Member
during or as soon as practicable following the end of each fiscal year in an
amount equal to the taxable income allocated to such Member under Section 9.3
for such fiscal year multiplied by the highest marginal tax rates applicable to
individuals residing in the State of Michigan, provided such minimum
distributions shall be treated as advances of future distributions otherwise
required by this Section 8.4(a).
 
	
  
 
  	
  
 
  
	
  
 
  	
  
          (c)             Notwithstanding
any provision to the contrary contained in this Agreement, the Company shall not
make a distribution to a Member if (i) such distribution would cause the Company
to be in default under or in violation of any agreement, (ii) after such
distribution the Company would not have sufficient cash to operate its business
or (iii) such distribution would violate Section 307 of the Act or other
applicable law.
 




14











ARTICLE 9
 ALLOCATIONS; CAPITAL ACCOUNTS


          Section
9.1          Allocation of
Profits and Losses.   


	
  
 
  	
  
          (a)             The
Company’s profit or loss for each fiscal year shall be determined in
accordance with generally accepted accounting principles as applied in the
United States, provided, however, that in no event shall any expense or loss
which is reimbursed or reimbursable to the Company, or against which the Company
is indemnified, by any Member or Affiliate of a Member pursuant to this
Agreement or any other agreement to which such Member or Affiliate is a party be
taken into account (but, rather, any such loss or expense shall be disregarded)
in determining such profit or loss.
 
	
  
 
  	
  
 
  
	
  
 
  	
  
          (b)             Subject
to Sections 9.1(e) and 9.1(f) below, profit for each fiscal year, determined in
accordance with Section 9.1(a), shall be allocated between the Members as
follows:
 





	
  
 
  	
  
                 (i)          the
first $2,100,000 of profit for the fiscal year ending December 31, 2007, shall
be allocated to the members of the USC Group pro rata based upon their Shares,
and the balance of the profit for such fiscal year shall be allocated among the
Members pro rata based upon their Shares;
 
	
   
  	
  
 
  
	
  
 
  	
  
                 (ii)         profit
for any subsequent fiscal year shall be allocated first, pro rata, in proportion
to and to the extent of (so as to offset) any losses allocated pursuant to
Section 9.1(c) below in any prior fiscal year, in reverse of the order that such
losses were allocated, and the balance of any such profits shall be allocated as
follows:
 





	
  
 
  	
  
 
  	
  
               (A)          the
balance of any such profit for the first year ending December 31, 2008, shall be
allocated first to the members of the USC Group (pro rata based upon their
Shares) to the extent, and up to the amount, of $750,000, and any remaining
profit for such fiscal year shall be allocated among the Members pro rata based
on their Shares;
 
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
               (B)          the
balance of any such profit for the fiscal year ending December 31, 2009, shall
be allocated first to the members of the USC Group (pro rata based upon their
Shares) to the extent, and up to the amount, of $750,000, and any remaining
profit for such fiscal year shall be allocated among the Members pro rata based
on their Shares; and
 
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
               (C)          the
balance of any such profit for any subsequent fiscal year shall be allocated
among the Members pro rata based on their Shares.
 





	
  
 
  	
  
          (c)             Subject
to Sections 9.1(e) and 9.1(f) below, loss for each fiscal year, determined in
accordance with Section 9.1(a), shall be allocated among the Members as
follows:
 





	
  
 
  	
  
                (i)          First,
pro rata, in proportion to and to the extent of (so as to offset) any
Undistributed Profits from any prior fiscal year(s), in reverse of the order
that such Undistributed Profits were allocated, and
 
	
  
 
  	
  
 
  
	
  
 
  	
  
                (ii)         the
balance of any losses shall be allocated between the Members pro rata, based on
their Shares.
 




15










	
  
 
  	
  
          (d)          To
the extent that any profit is allocated so as to offset any loss (or vice
versa), such profit and loss shall be disregarded for purposes of thereafter
applying the provisions of this Section 9.1 and those of Section 8.4 and in the
definition of Undistributed Profits.
 
	
   
  	
  
 
  
	
  
 
  	
  
          (e)             The
parties anticipate that the Company will (directly or through one or more of the
Superior Subsidiaries) earn rebates pursuant that certain Cement Rebate
Agreement of even date, and that such rebates will generally be taken into
account in determining the Company’s annual profit or loss.  In
applying the provisions of Sections 9.1(b)(i) and 9.1(b)(ii)(A) and (B),
however, the parties intend that such rebates be allocated among the Members
based on their Shares before the balance of any profit is allocated.  For
example,
 





	
  
 
  	
  
 
  	
  
(i)          if for the fiscal
year ending December 31, 2007, such rebates amount to $400,000, and total profit
(determined before taking such rebates into account) is $1,700,000, then (A)
$1,700,000 (rather than $2,100,00) of profit would be allocated to the members
of the USC Group (pro rata based upon their Shares), (B) the balance of the
profit (i.e., the $400,000 of rebates) would be allocated among all of the
Members based on their Shares, and (C) Levy would be required to make a payment
to the USC Group of $160,000 pursuant to Section 9.1(g) below, but would be
entitled to a distribution of $160,000 at such time as the Undistributed Profits
for such fiscal year were distributed, and
 
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(ii)          if for the
fiscal year ending December 31, 2008, such rebates amount to $400,000, and total
profit (determined before taking such rebates into account) is $350,000, then
$350,000 (rather than $750,00) of profit would be allocated to the members of
the USC Group (pro rata based upon their Shares), and the balance of the profit
(i.e., the $400,000 of rebates) would be allocated among all of the Members
based on their Shares.
 





	
  
 
  	
  
          (f)          In
the event that any goodwill contributed by a Member is impaired, any deduction
from or charge against profit or loss for such impairment shall be specially
allocated to such Member, and such allocation shall (on a dollar for dollar
basis) decrease the profit, or increase the loss, which would otherwise be
allocated to such Member.  For example, if a USC Member were to contribute
$3 million of goodwill, and such goodwill were to become completely impaired in
a subsequent year for which the profit allocable to such USC Member (determined
before the application of this paragraph) were $3 million, then such USC Member
would be allocated no profit (or loss) for such fiscal year.  No deduction
for impairment allocated to any USC Member shall be taken into account, however,
for purposes of applying the provisions of Section (g) below and; accordingly,
no such deduction shall give rise to (or increase) any obligation of Levy to
make a payment to such USC Member pursuant to Section 9.1(g) below.  In
addition, the parties acknowledge that the USC Group is contributing, among
other assets, prepaid licenses for certain vehicles which may, in the hands of
the Company or a Superior Subsidiary, have to be re-licensed.  If, by
reason of the re-licensing of any such vehicles or for any other reason, the
prepaid licenses contributed by the USC Group become impaired, worthless or the
like, then any resulting deduction from or charge against profit or loss shall
be specially allocated to the USC Group, and such allocation shall (on a dollar
for dollar basis) decrease the profit, or increase the loss, which would
otherwise be allocated to the USC Group (but, as with any deduction for
impairment of goodwill specially allocated to the USC Group, any deduction or
charge for impairment, worthlessness or the like of any such prepaid license
shall not be taken into account for purposes of applying the provisions of
Section (g) below and; accordingly, shall not give rise to (or increase) any
obligation of Levy to make a payment to the USC Group (or any USC Member)
pursuant to Section 9.1(g) below).
 



16










	
  
 
  	
  
          (g)             In
the event that the aggregate allocation of profit of the Company to the USC
Group for the Company’s fiscal year ending December 31, 2007, is less than
$2,100,000, Levy agrees to pay the USC Group (pro rata to the USC Members in
proportion to their respective Share ownership) an amount equal to the lesser of
(i) forty (40%) percent of the difference between $2,100,000 and the amount of
profit allocated to the USC Group for such fiscal year and (ii) $840,000. 
Any such payment shall be treated, for federal income tax purposes, as a
contribution by Levy to the Company’s capital and a guaranteed payment by
the Company to the USC Group for the use of capital within the meaning of
Section 707(c) of the Code, the deduction for which shall be allocated to Levy
for such tax purposes.  There shall be no net credit or debit to
Levy’s capital account on account of such payment (and/or on account of any
deemed contribution and deduction resulting therefrom), which shall be
disregarded in determining profit or loss under this Section 9.1.  Such
payment will be made within 60 days after the end of the fiscal year.






          Section
9.2          Capital
Accounts.

	
   
  	
  
          (a)             The
Company shall maintain for each Member a capital account to which such
Member’s capital contributions, and any profits allocated to such Member,
shall be credited, and against which distributions to such Member, and any
losses allocated to such Member, shall be charged.  The profits and losses
to be taken into account in maintaining the Members’ respective capital
accounts shall be determined in accordance with Section 9.1 above.


	
  
 
  	
  
 
  
	
  
 
  	
  
          (b)             No
Member shall have any obligation to restore any negative balance in such
Member’s capital account.
 
	
  
 
  	
  
 
  
	
  
 
  	
  
Section   9.3          Allocations   Solely for Tax Purposes.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (a)             Each
item of income, gain, loss or deduction entering into the computation of the
Company’s profit and loss as determined for federal income tax purposes
shall be allocated among the Members in the same proportions as the
corresponding items are allocated for capital accounting (“book”)
purposes, except as provided below in this Section 9.3.
 
	
   
  	
  
 
  
	
  
 
  	
  

          (b)             Income,
gain, loss and deduction with respect to any property (other than cash)
contributed to the capital of the Company shall, solely for tax purposes, be
allocated among the Members so as to take account of any variation between the
adjusted basis to the Company of the property for federal income tax purposes
and such property’s fair market value at the time of such contribution in
the following manner, or in such other manner as the Board may choose.  Any
depreciation or amortization for income tax purposes of any asset contributed by
a Member shall be allocated to such Member and, on sale or other taxable
disposition of any such asset, (i) gain shall be allocated to such Member except
to the extent that the “amount realized” (within the meaning of
Section 1.1001-1(a) of the Treasury Regulations) on such sale or other
disposition exceeds the fair market value of such asset at the time of
contribution to the Company and (ii) loss shall be allocated to such Member
except to the extent that the fair market value of such asset at the time of
contribution to the Company exceeds the “amount realized” (within the
meaning of Section 1.1001-1(a) of the Treasury Regulations) on such sale or
other disposition.
 
	
  
 
  	
  
 
  
	
  
 
  	
  
          (c)             Allocations
pursuant to this Section 9.3 are solely for tax purposes, and shall affect
neither the capital accounts of, nor any distributions to, the
Members.
 



17











ARTICLE 10
 LIABILITY


          Section
10.1          Limited
Liability. 


          Except as otherwise
provided by the Act, the debts, obligations and liabilities of the Company,
whether arising in contract, tort or otherwise, shall be solely the debts,
obligations and liabilities of the Company, and the Members, Representatives or
officers of the Company shall not be obligated personally for any such debt,
obligation or liability of the Company solely by reason of being Members,
Representatives or officers of the Company.


ARTICLE 11
 TAX MATTERS


          Section
11.1          Tax Returns.

 
          The Members shall
cause to be prepared and filed in a timely manner all required federal, state,
local and foreign income and other tax returns of the Company.  The
Company, at its expense, shall furnish any Member, upon request, such
information as is reasonably necessary to prepare and/or file any tax return or
accounting statement in any jurisdiction for such Member or any affiliated group
of which it is a member.


          Section
11.2          Tax
Elections.


          The Company may make
any election on the appropriate tax returns of the Company, including but not
limited to:

	
   
  	
  
          (a)          adopting
the calendar year as the Company’s fiscal year;
 
	
  
 
  	
  
 
  
	
  
 
  	
  
          (b)          an
election pursuant to Code Section 754.
 




18











          Section
11.3          Tax Matters
Partner. 


          Kurtz Gravel Company
is hereby designated the Tax Matters Partner (as defined in Code Section
6231(a)(7)) of the Company.  Except as set forth in Section 6.8(j), any
accountants and/or lawyers retained by the Company in connection with any
matters relating to the duties of the Tax Matters Partner, including in
connection with any audit of the Company by the Internal Revenue Service or any
other taxing authority, shall be selected by the Tax Matters Partner and the
costs thereof shall be borne by the Company.  The Tax Matters Partner shall
consult in good faith with the other Member regarding any matter within the
scope of its authority as Tax Matters Partner and shall use reasonable efforts
to allow such other Member to participate therein. Following receipt of written
notice from the other Member invoking the provisions of this Section 11.3, the
Tax Matters Partner shall not execute or file any documents or make any
election, other than any such acts associated with routine annual or periodic
filings, give any consent, enter into any agreement, or settle any contest
without the written consent of the other Member, which consent shall not be
unreasonably withheld or delayed.  


ARTICLE 12
 ADMISSION OF ADDITIONAL OR SUBSTITUTE MEMBERS


          No additional or
substitute Members may be admitted to the Company without the approval of a
four-fifths (4/5) majority of the Board of Directors; provided however that any
assignment or transfer of Shares is subject to the restrictions set forth in
Section 5.2, and any assignee acquiring Shares in compliance with Section 5.2
shall automatically be admitted to the Company as a substitute Member, who shall
accede to all of the rights and obligations (without releasing the transferring
Member from any of such obligations) of the transferring Member upon such sale,
assignment or transfer.


ARTICLE 13
 DISSOLUTION


          Section
13.1          Dissolution
Events. 


          The Company will be
dissolved and its affairs shall be wound up upon the first to occur of the
following:

	
  
 
  	
  
          (a)          the
Members’ unanimous agreement to dissolve;
 
	
  
 
  	
  
 
  
	
  
 
  	
  
          (b)          the
arbitrator’s or arbitration committee’s, pursuant to Section 6.3(f),
decision to dissolve;
 
	
   
  	
  
 
  
	
  
 
  	
  
          (c)          the
entry of a decree of judicial dissolution under Section 801(d) of the Act;
or
 
	
  
 
  	
  
 
  
	
  
 
  	
  
          (d)          the
sale, exchange or disposition of all or substantially all of the assets of the
Company.
 




19











          Section
13.2          Winding Up.



          In the event of
dissolution, the Company shall conduct only such activities as are necessary to
wind up its affairs (including the sale of the assets of the Company in an
orderly manner), and the assets of the Company remaining after payment of or
provision for the Company’s debts and liabilities shall be distributed to
the Members in the manner, and in the order of priority, set forth in Section
8.4.  


          Section
13.3          Certificate
of Dissolution. 


          After the affairs of
the Company have been wound up and the Company terminated, a certificate of
dissolution shall be executed and filed with the Michigan Department of Consumer
and Industry Services.


ARTICLE 14
 MISCELLANEOUS


          Section
14.1          General.

	
  
 
  	
  

          (a)               Jurisdiction;
Service of Process.  Legal proceedings commenced by any party hereto
arising out of any of the transactions or obligations contemplated by this
Agreement shall be brought exclusively in the federal court in Detroit,
Michigan, or in the absence of federal jurisdiction in Oakland County Circuit
Court in Michigan.  The parties hereto irrevocably and unconditionally
submit to the jurisdiction of such courts and agree to take any and all future
action necessary to submit to the jurisdiction of such courts.  The parties
hereto irrevocably waive any objection that they now have or hereafter may have
to the venue of any suit, action or proceeding brought in any such court and
further irrevocably waive any claim that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum.  Final
non-appealable judgment against any party hereto in any such suit, action or
proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment, a certified or true copy of which shall be conclusive
evidence of the fact and the amount of any indebtedness or liability of the
party therein described, or by appropriate proceedings under any applicable
treaty or otherwise.
 
	
  
 
  	
  
 
  
	
   
  	
  
          (b)              Governing
Law.  This Agreement shall be governed by and construed and enforced in
accordance with the internal laws of the State of Michigan, without giving
effect to conflicts of law principals.
 
	
  
 
  	
  
 
  
	
  
 
  	
  
          (c)              Notices. 
All agreements, notices, requests, demands and other communications called for
or contemplated under this Agreement shall be in writing and shall be deemed to
have been duly given when delivered to the party to whom addressed or when sent
by facsimile (if promptly confirmed by registered or certified mail, return
receipt requested, prepaid and addressed) to the parties, their successors in
interest, or their permitted assignees at the addresses set forth on the
signature pages to this Agreement, or at such other addresses as the parties may
designate by written notice in the manner aforesaid.
 




20










	
  
 
  	
  
          (d) 
              Assignment. 
Except as otherwise provided in Section 5.2 and this Section 14.1(d), neither
party hereto will transfer or assign any right, obligation or remedy under this
Agreement.  Any transfer or assignment not permitted by this Section
14.1(d) will be void and of no effect.  Except as otherwise set forth in
Section 5.2, any party hereto may at any time transfer or assign any right,
obligation or remedy under this Agreement to an Affiliate under common control
with such party hereto provided that, at the time of such transfer, the
transferee shall agree in writing to be bound by all applicable terms of this
Agreement; provided, however, that such transfer or assignment shall not
discharge the transferring or assigning party from its obligations under this
Agreement unless the non-transferring or non-assigning party hereto consents to
such transfer or assignment. No transfer or assignment in reliance on this
Section 14.1(d) will affect the parties’ rights or obligations under this
Agreement, except as may be otherwise agreed by the parties in
writing.
 
	
   
  	
  
 
  
	
  
 
  	
  
          (e)
               Complete
Agreement, Amendments and Waiver.  This Agreement constitutes the
entire agreement of the parties hereto with respect to the transactions
contemplated herein and shall supersede all previous oral and written and all
contemporaneous oral negotiations, commitments, and understandings.  This
Agreement may be modified only by a written instrument duly executed by each
party hereto.  Except as herein expressly provided to the contrary, no
breach of any covenant or agreement contained herein shall be deemed waived
unless expressly waived in writing by the party that might assert such
breach.
 
	
  
 
  	
  
 
  
	
  
 
  	
  
          (f) 
              Counterparts. 
This Agreement may be executed in one or more counterparts, each of which shall
be deemed an original, and all of which together shall constitute one and the
same instrument.
 
	
  
 
  	
  
 
  
	
  
 
  	
  
          (g) 
              Headings. 
Headings in this Agreement are for reference purposes only and shall not be
deemed to have any substantive effect.
 
	
   
  	
  
 
  
	
  
 
  	
  
          (h) 
              Attorneys’
Fees.  In the event that any action or proceeding, including
arbitration, is commenced by any party hereto for the purpose of enforcing any
provision of this Agreement, the parties to such action, proceeding or
arbitration may receive as part of any award, judgment, decision or other
resolution of such action, proceeding or arbitration their costs and reasonable
attorneys’ fees as determined by the person or body making such award,
judgment, decision or resolution.  Should any claim hereunder be settled
short of the commencement of any such action or proceeding, including
arbitration, the parties in such settlement shall be entitled to include as part
of the damages alleged to have been incurred reasonable costs of attorneys or
other professionals in investigating or counseling on such claim.


	
  
 
  	
  
 
  
	
  
 
  	
  
          (i) 
              Severability. 
Any provision of this Agreement which is invalid, illegal or unenforceable in
any jurisdiction will, as to that jurisdiction, be ineffective to the extent of
such invalidity, illegality or unenforceability, without affecting in any way
the remaining provisions hereof in such jurisdiction or rendering that or any
other provision of this Agreement invalid, illegal or unenforceable in any other
jurisdiction.
 




21











	
  
 
  	
  
          (j) 
              Third
Parties.  Nothing in this Agreement, express or implied, is intended to
confer upon any party, other than the parties hereto and their respective
successors and permitted assigns, any rights, remedies, obligations or
liabilities under or by reason of this Agreement.
 
	
  
 
  	
  
 
  
	
  
 
  	
  
          (k) 
             Drafting
Presumption. The parties hereto agree that they participated in the drafting
of this Agreement and, in the event that any dispute arises in the
interpretation or construction of this Agreement, no presumption shall arise
that either one party or the other drafted this Agreement.
 




          Section
14.2          Necessary
Actions. 


          Subject to
applicable law, the Members will act in such a manner as may be necessary to
give effect to the provisions of this Agreement.


          Section
14.3        Access to
Information.


	
  
 
  	
  
          (a)            Except
as necessary to comply with applicable law or contract, and subject to any
applicable privileges (including the attorney-client privilege), each Member
shall, upon reasonable prior notice, be given reasonable access to the
Company’s employees, agents, properties, books and records during normal
business hours.  The Company will prepare and deliver such financial or
other information concerning its business as either Member may reasonably
request.
 
	
  
 
  	
  
 
  
	
  
 
  	
  
          (b)            The
Company will furnish to each Member, upon request, as promptly as practicable,
such information and assistance as is reasonably necessary for the filing of
each Member’s tax returns, the making of any election related to taxes, the
preparation for any audit by any tax authority, and the prosecution or defense
of any claim, suit or proceeding relating to any tax return.
 




          Section
14.4          Freedom of
Action. 


          Except as set forth
in Sections 14.5 and 14.6, each Member and its Affiliates (for the purposes of
this Section 14.4, each a “Permitted Person”) may have other
business interests and may engage in any other business or trade, profession or
employment whatsoever, on its own account, or in partnership with, or as an
employee, officer, director or stockholder of, any other person or entity. 
Except as set forth in Sections 14.5 and 14.6, neither the Company nor any
Member or Affiliate thereof shall have any rights by virtue of this Agreement in
and to any such venture or the income or profits derived therefrom, regardless
of whether or not such venture was presented to a Permitted Person as a direct
or indirect result of such Permitted Person’s connection with the
Company.  Except as set forth in Sections 14.5 and 14.6, no Permitted
Person shall have any obligation to present any business opportunity to the
Company and no Permitted Person shall be liable to the Company, any Member or
any Affiliate thereof for breach of any fiduciary or other duty, as a Member or
otherwise, by reason of the fact that such Permitted Person pursues or acquires
any such business opportunity, directs such business opportunity to another
person or entity or fails to present such business opportunity, or information
regarding such business opportunity, to the Company.


22











          Section
14.5          Company
Opportunities. 

	
  
 
  	
  
          (a)
               The
Company and each Member shall have the rights set forth in this Section 14.5
with respect to Company Opportunities.  Neither the Company nor any Member
or Affiliate thereof shall take any actions with respect to a Company
Opportunity except in compliance with this Section 14.5.
 
	
  
 
  	
  
 
  
	
  
 
  	
  
          (b)
               In
the event that any Member or its Affiliates become aware of a Company
Opportunity (other than an Ancillary Transaction, as defined in Section 14.5(c))
that such Member or such Member’s Affiliate desires to pursue, such Member
(the “Proposing Member”) shall notify the Member Group of which
it is not a member (the “Deciding Member Group”) in writing (an
“Opportunity Notice”) thereof. Upon delivery of the Opportunity
Notice, the Deciding Member Group shall have the sole right to elect whether the
Company shall pursue the Company Opportunity.  The Deciding Member Group
shall have thirty (30) days after receipt of an Opportunity Notice to notify the
Proposing Member of the Company’s desire to pursue the Company Opportunity
(the “Response”).
 





	
  
 
  	
  
                
(i)          If
the Deciding Member Group delivers a Response that the Company elects to pursue
the Company Opportunity, then the Company shall use its best efforts to (A)
enter into good faith negotiations regarding the Company Opportunity within
fifteen (15) days after the Deciding Member Group’s receipt of the
Opportunity Notice, and (B) negotiate the terms of and consummate the
transaction contemplated by the Company Opportunity within one-hundred fifty
(150) days after the Deciding Member Group’s receipt of the Opportunity
Notice, or such longer period as is practical under the circumstances.  In
such event, neither any Member nor any Affiliate thereof shall pursue the
Company Opportunity individually.
 
	
  
 
  	
  
 
  
	
  
 
  	
  
                
(ii)          If
the Deciding Member Group delivers a Response that the Company elects to forego
the Company Opportunity, the Company shall not pursue the Company Opportunity.
In such event, the Proposing Member or any Affiliate thereof shall be free to
pursue the Company Opportunity.
 





	
  
 
  	
  
          (c)
               In
the event that a Member or its Affiliates become aware of a Company Opportunity
that is part of an Ancillary Transaction, the Member or Affiliate shall follow
the procedures set forth in this Section 14.5(c) in lieu of those set forth in
Section 14.5(b). An “Ancillary Transaction” is a transaction in which
a Member or its Affiliate proposes, in the same or in a series of related
transactions, to purchase or engage in both (a) a Company Opportunity that would
be subject to Section 14.5(b), and (b) businesses or operations that, by
themselves, would not constitute a Company Opportunity subject to Section
14.5(b) (“Other Business”); provided, however, that a
transaction is not an Ancillary Transaction if the revenues for the Company
Opportunity for the preceding calendar year are more than 25% of the combined
revenues of the Company Opportunity and Other Business for such period. 
With respect to any Company Opportunity that is included in an Ancillary
Transaction, the Member or its affiliate pursuing such Company Opportunity may
consummate the Ancillary Transaction without violating this Section 14.5
provided that the acquiring Member or Affiliate within six months after the
Ancillary Transaction consummates a sale of the Company Opportunity to the
Company with the express written consent of the Member Group of which it is not
a member, which may be withheld in such other Member Group’s sole
discretion, for a purchase price equal to (A) the percentage of the EBITDA of
the Company Opportunity for the preceding calendar year compared to the combined
EBITDA of the Company Opportunity and Other Business for such period, multiplied
by (B) the total purchase price for the Ancillary Transaction; provided that, if
the other Member Group elects not to consummate the sale of the Company
Opportunity to the Company, the acquiring Member shall be free to keep and
pursue the Company Opportunity.
 



23











          Section
14.6          Confidentiality;
Non-Competition; Non-Solicitation.

	
  
 
  	
  
            
(a)              Each
Member recognizes and acknowledges that it may receive certain confidential and
proprietary information and trade secrets of the Company and its Affiliates,
including but not limited to confidential information of regarding identifiable,
specific and discrete business opportunities being pursued by the Company or its
Affiliates (the “Confidential Information”).  Each Member
(on behalf of itself and, to the extent that such Member would be responsible
for the acts of the following persons under principles of agency law, its
directors, officers, shareholders, managers, partners, employees, agents and
members) agrees that it will not, during or after the term of this Agreement,
whether through an Affiliate or otherwise, take commercial or proprietary
advantage of or profit from any Confidential Information or disclose
Confidential Information to any third party for any reason or purpose
whatsoever, except (i) to authorized representatives and employees of the
Company or its Affiliates and as otherwise may be proper in the course of
performing such Member’s obligations, or enforcing such Member’s
rights, under this Agreement; (ii) as part of such Member’s normal
reporting or review procedure, or in connection with such Member’s or its
Affiliates’ normal marketing, informational or reporting activities, or to
such Member’s (or any of its Affiliates’) auditors, attorneys or other
agents; (iii) to any bona fide prospective purchaser of the equity or
assets of such Member or its Affiliates or the Shares held by such Member, or
prospective merger partner of such Member or its affiliates, provided
that such purchaser or merger partner agrees to be bound by the
provisions of this Section 14.6; or (iv) as is required to be disclosed
by order of a court of competent jurisdiction, administrative body or
governmental body, or by subpoena, summons or legal process, or by law, rule or
regulation, provided that the Member required to make such
disclosure shall provide to the Board prompt notice of any such
disclosure.  For purposes of this Section 14.6,
“Confidential Information” shall not include any information of
which such Member (or its affiliates) learns from sources other than the
Company, whether prior to or after such information is actually disclosed by the
Company.
 
	
   
  	
  
 
  
	
  
 
  	
  
          (b)             During
the term of and for a period of 24 months after the termination of this
Agreement, neither Levy nor USC nor any of their respective affiliates will,
engage, directly or indirectly, in the Business in the State of Michigan except
through its ownership of the Company or after compliance with Section
14.5 above.
 




24










	
  
 
  	
  
          (c)             During
the term of and for a period of 24 months after the termination of this
Agreement, (i) neither Member nor any of its Affiliates shall directly solicit
or induce any officer, director or other employee (each a “Restricted
Person”) of the Company, the other Member or any of their Affiliates to
leave the employ of the Company, the other Member or such Affiliate; and (ii)
the Company shall not directly solicit or induce any Restricted Person of either
Member or their Affiliates to leave the employ of such Member or affiliate
without the prior written consent of such Member or Affiliate.  The
foregoing covenants against solicitation of employees shall not apply to any of
a party’s employees who, without any solicitation or recruitment by the
other party, contacts the other party regarding possible employment, including
without limitation, in response to any general advertisement.
 
	
   
  	
  
 
  
	
  
 
  	
  
          (d)             Each
party acknowledges that its obligations under this Section 14.6 are of a
special, unique and extraordinary character, that they are reasonably related to
the legitimate business interests of the Members, Company and/or their
respective Affiliates, and that a failure to perform any such obligation or a
violation of such obligations under this Section 14.6 would cause
irreparable harm to the Members, Company and/or their respective Affiliates and
the Business, the amount of which may not be readily ascertainable and for which
adequate compensation could not be fashioned.  Accordingly, each party
agree that each other party will have the right, without the need to prove
irreparable injury or to post bond, to obtain an immediate injunction against
any breach or threatened breach of this Section 14.6, as well as the
right to pursue any and all other rights and remedies available at law or in
equity.
 




          Section
14.7          Member Group
Representative.


          Each Member Group
shall appoint one Member as its representative (a “Member Group
Representative”), and all actions to be taken, and notices received or
given, under this Agreement by a Member Group Representative will be binding
upon its Member Group and each Member thereof. The initial USC Member Group
Representative is Kurtz Gravel Company, and the initial Levy Member Group
Representative is Levy.


[Signature page follows.]


25











          IN WITNESS WHEREOF,
the parties hereto have executed this Agreement on the date first written above.


	
  
 
  	
  
KURTZ GRAVEL   COMPANY,
  
	
  
 
  	
  
a Michigan   corporation
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/ Cesar Monroy
  
	
  
 
  	
  
 
  	
  


  
	
   
  	
  
Name:
  	
  
Cesar Monroy
  
	
  
 
  	
  
Title:
  	
  
VP
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Address:
  	
  
2925 Briarpark, Suite 1050 
  
	
  
 
  	
  
 
  	
  
Houston, TX 77042
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
SUPERIOR HOLDINGS, INC., (f/k/a Superior Redi-Mix, Inc.), a Michigan
corporation
 
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/ Cesar Monroy
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Name:
  	
  
Cesar Monroy
  
	
  
 
  	
  
Title:
  	
  
VP
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
Address:
  	
  
2925 Briarpark, Suite 1050 
  
	
  
 
  	
  
 
  	
  
Houston, TX 77042
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
EDW. C. LEVY   CO.,
  
	
  
 
  	
  
a Michigan   corporation
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/ S. Evan Weiner
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Name:
  	
  
S. Evan Weiner
  
	
  
 
  	
  
Title:
  	
  
Vice President
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
Address:
  	
  
8800 Dix Avenue
  
	
  
 
  	
  
 
  	
  Detroit, Michigan 48209


  




SIGNATURE PAGE TO OPERATING AGREEMENT











Exhibit A


Members

	
  
Member
  	
  
 
  	
  
Shares
  
	
  


  	
  
 
  	
  


  
	
  Edw. C. Levy Co.
  	
  
 
  	
  
500
  
	
  
Kurtz Gravel Company
  	
  
 
  	
  
250
  
	
  
Superior Holdings, Inc.   (f/k/a Superior Redi-Mix, Inc.)
  	
  
 
  	
  
250
  














Exhibit 5.3


          The Buy-Sell Price
per share shall be a price per Share determined by the Terminating Group, but
shall in no event be less than (i) the Stipulated Price (determined below)
divided by (ii) the total number of Shares outstanding. For purposes hereof, the
“Stipulated Price” shall mean the average annual reported EBITDA
(earnings before interest, tax, depreciation and amortization, the components of
which are determined in accordance with GAAP) excluding any extraordinary gain
or loss and excluding any rebates described in Section 9.1(e), of the Company,
averaged over the three most recently completed fiscal years, multiplied by a
factor of five (5); provided, however, that 


          (i)          all
references to “Stipulated Price” assume that the Company has no
indebtedness for borrowed money (“Debt”), and has no cash; the
“Stipulated Price” shall in all cases be decreased by the principal
amount and any accrued interest relating to any Debt outstanding as of the
closing of the purchase, and shall be increased by the amount of cash and cash
equivalents of the Company as of the closing of the purchase;


          (ii)         during
2007, 2008 and 2009, the Stipulated Price (before giving effect to clause (a)(i)
above) shall equal $119,000,000.














JOINDER AGREEMENT


          This JOINDER AGREEMENT is made effective April 2, 2007 by BWB, Inc. of Michigan, a Delaware corporation (“BWB”), Builders’ Redi-Mix, LLC, a Delaware limited liability company (“Builders’”), USC Michigan, Inc., a Delaware corporation (“USC”) (collectively the “New Members”) and Superior Materials Holdings, LLC (f/k/a Superior Joint Venture, LLC), a Michigan limited liability company (the “Company”).


Recitals

	
  
 
  	
  
A.
  	
  
The New   Members are a party to that certain Contribution Agreement dated March 26,   2007 by and among (i) the New Members, (ii) Kurtz Gravel Company, a Michigan   corporation, Superior Holdings, Inc. (f/k/a Superior Materials, Inc., f/k/a   Superior Redi-Mix, Inc.), a Michigan corporation and Edw. C. Levy Co., a   Michigan corporation (the “Existing Members”) and (iii) Company.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
B.
  	
  
Effective   April 1, 2007, at the closing of and in accordance with the terms of the   Contribution Agreement, (i) the Existing Members contributed certain assets   to the Company in exchange for Shares (as defined in the Operating Agreement)   in the Company and (ii) entered into an Operating Agreement (the “Operating   Agreement”) to evidence the admission of the Existing Members as members   of the Company and set forth their agreement for the governance and operation   of the Company.  Capitalized terms   used but not defined in this Agreement have the meanings given to them under   the Operating Agreement.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
C.
  	
  
Under   Section 3.5(b) of the Contribution Agreement, the New Members have the option   to contribute certain assets to the Company in exchange for an aggregate 250   Shares in the Company, and the New Members have previously provided notice of   the exercise of such option and desire to exercise such option.
  




Agreement

	
  
 
  	
  
1.
  	
  
Contribution of Assets.  Pursuant to various conveyance instruments   effective as of April [2], 2007, including a Bill of Sale, an   Assignment and Assumption Agreement, and certain Deeds and Assignments and   Assumptions of Lease, the New Members have contributed the USC Option Assets   (as defined in the Operating Agreement) to the Company.
  














	
   
  	
  
2.
  	
  
Issuance of Shares.  The Company   hereby issues 84 Shares to BWB, 83 Shares to Builders’ and 83 Shares to   USC.  As of the date hereof, the   outstanding share ownership, which shall be reflected on Exhibit A to the   Operating Agreement, is as follows:
  





	
  
 
  	
  
 
  	
  
 
  	
  
Edw. C. Levy Co.
  	
  
500
  
	
  
 
  	
  
 
  	
  
 
  	
  
Kurtz Gravel Company
  	
  
250
  
	
  
 
  	
  
 
  	
  
 
  	
  
Superior Holdings, Inc.
  	
  
250
  
	
   
  	
  
 
  	
  
 
  	
  
BWB, Inc. of Michigan
  	
  
84
  
	
  
 
  	
  
 
  	
  
 
  	
  
Builders’ Redi-Mix, LLC
  	
  
83
  
	
  
 
  	
  
 
  	
  
 
  	
  
USC Michigan, Inc.
  	
  
83
  





	
  
 
  	
  
3.
  	
  
Admission to Company.  The New Members are hereby admitted to the   Company as Members and are designated as “USC Members” as if they were   original parties to the Operating Agreement.    The New Members acknowledge and agree that they are bound by, and   their Shares are subject to, all terms and conditions of the Operating   Agreement.
  



[Signatures Appear on the Next Page]


2











          The undersigned have executed this Joinder Agreement to be effective as of the date specified in the preamble.

	
  
 
  	
  
BWB, INC. OF MICHIGAN
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/ Curt Lindeman
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Name:
  	
  
Curt Lindeman
  
	
   
  	
  
Title:
  	
  
Vice President
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
BUILDERS’ REDI-MIX, LLC
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/ Curt Lindeman
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Name:
  	
  
Curt Lindeman
  
	
   
  	
  
Title:
  	
  
Vice President
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
USC MICHIGAN, INC.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/ Robert Hardy
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Name:
  	
  
Robert Hardy
  
	
   
  	
  
Title:
  	
  
Vice President
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
SUPERIOR MATERIALS HOLDINGS, LLC (f/k/a Superior Joint Venture, LLC)
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/ Michael Harlan
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Name:
  	
  
Michael Harlan
  
	
   
  	
  Title:
  	
  Vice President
  



3