JOINDER AGREEMENT
EXECUTION
COPY
This
Joinder Agreement (this “Joinder Agreement”) to the Redemption Agreement dated
August 5, 2010 (the “Redemption Agreement”) by and among Xxxxx 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 Xxx. X. Xxxx 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 Xxxxx 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]
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Xxxxx
Gravel Company,
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a
Michigan corporation
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By:
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/s/ Xxxxxxx X. Xxxxxx
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Its:
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Vice President
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Dated:
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9/30/2010
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Superior
Holdings, Inc.,
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f/k/a
Superior Redi-Mix, Inc.,
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a
Michigan corporation
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By:
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/s/ Xxxxxxx X. Xxxxxx
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Its:
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Vice President
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Dated:
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9/30/2010
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BWB,
Inc. of Michigan,
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a
Delaware corporation
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By:
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/s/ Xxxx X. Xxxxxxxx
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Its:
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Vice President
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Dated:
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9/30/2010
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Builders’
Redi-Mix, LLC,
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a
Delaware limited liability company
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By:
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/s/ Xxxx X. Xxxxxxxx
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Its:
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Vice President
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Dated:
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9/30/2010
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U.S.
Concrete, Inc.
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a
Delaware corporation
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By:
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/s/ Xxxx X. Xxxxxxxx
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Its:
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Vice President
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Dated:
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9/30/2010
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[Signature
Page to Joinder Agreement (Redemption Agreement)]
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USC
Michigan, Inc.,
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a
Delaware corporation
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By:
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/s/ Xxxxxxx X. Xxxxxx
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Its:
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Vice President
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Dated:
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9/30/2010
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Superior
Materials Holdings, LLC,
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a
Michigan limited liability company
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By:
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/s/ Xxxxxxx Xxxxx
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Its:
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President
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Dated:
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9/30/2010
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Xxx.
X. Xxxx Co.,
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a
Michigan corporation
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0000
Xxx Xxxxxx
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Xxxxxxx,
Xxxxxxxx 00000
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By:
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/s/ EvanWeiner
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Its:
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/s/ COO
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Dated:
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9/30/2010
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VCNA
Prairie, Inc.,
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a
Delaware corporation
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By:
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/s/ Xxxxx Xxxxxxx
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Its:
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/s/ President
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Dated:
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9/30/2010
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[Signature
Page to Joinder Agreement (Redemption Agreement)]
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Votorantim
Cement North America, Inc.,
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an
Ontario corporation
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By:
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/s/ Xxxx Xxxxxx
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Its:
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/s/ President and CEO
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Dated:
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9/30/2010
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[Signature
Page to Joinder Agreement (Redemption Agreement)]
