JOINDERAGREEMENT

 

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

 

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

 

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

 

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

 

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

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

[Signature Page Follows]

[Signature Page to Joinder Agreement (Redemption Agreement)]

[Signature Page to Joinder Agreement (Redemption Agreement)]

[Signature Page to Joinder Agreement (Redemption Agreement)]