HeidelbergCement Letterhead]

Exhibit 2.2

[HeidelbergCement Letterhead]

January 21, 2015

LSF9 Stardust Holdings LLC

0000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 0000

Dallas, TX 75204

Attention: Xxxx Xxxxxx

Re: Amendment No. 1 to the Purchase Agreement

Reference is made to the Purchase Agreement, dated as of December 23, 2014 (the “Purchase Agreement”), among HBMA Holdings LLC, Structherm Holdings Limited, Xxxxxx America Holdings (4) Limited, Xxxxxx Packed Products Limited and LSF9 Stardust Holdings LLC, and, solely for the purposes of Section 9.08 and Article XI thereto, HeidelbergCement AG. Capitalized terms used but not defined below have the meanings ascribed to such terms in the Purchase Agreement.

Pursuant to Section 11.07(a) of the Purchase Agreement, the Sellers and the Purchaser hereby agree that Section 3.07(a) of the Purchase Agreement is hereby amended and replaced in its entirety to read as follows:

“(a) True and complete copies of (i) the audited combined balance sheets of the Companies as at each of December 31, 2013 and December 31, 2012, and the related audited combined statements of income, equity and cash flows for the fiscal years then ended, accompanied by a copy of the report thereon of the Sellers’ independent auditors, (ii) the audited combined statements of income, equity and cash flows of the Companies for the fiscal year ended as of December 31, 2011, accompanied by a copy of the report thereon of the Sellers’ independent auditors, and (iii) the unaudited combined balance sheets of the Companies as at September 30, 2014, and the related unaudited combined statements of income, equity and cash flows for the nine (9) month period then ended, in each case, together with all related notes and schedules thereto (such financial statements, which are presented on a “carve-out” basis, are referred to herein as the “Financial Statements”) are included in Section 3.07 of the Disclosure Schedule.”

Except as expressly provided in this letter agreement (this “Amendment”), nothing contained herein shall constitute an amendment, modification or waiver of any provision of the Purchase Agreement, and the Purchase Agreement shall remain in full force and effect.

The provisions of Sections 11.02 (Notices), 11.06 (Assignment), 11.07 (Amendment), 11.12 (Governing Law; Submission to Jurisdiction; Limitation on Suits against Financing Sources), 11.13 (Waiver of Jury Trial) and 11.14 (Counterparts) of the Purchase Agreement are incorporated herein by reference and shall apply to the terms and provisions of this Amendment and the parties hereto mutatis mutandis.

HBMA HOLDINGS LLC
By:		/s/ Xxxxxxx X. Xxxx
		Name:		Xxxxxxx X. Xxxx
		Title:		Vice President

STRUCTHERM HOLDINGS LIMITED
By:		/s/ X. X. Xxxxxxx
		Name:		X. X. Xxxxxxx
		Title:		Director

XXXXXX AMERICA HOLDINGS (4) LIMITED
By:		/s/ Xx. Xxxx Xxxxxxxxxxx
		Name:		Xx. Xxxx Xxxxxxxxxxx
		Title:		Empowered Attorney

XXXXXX PACKED PRODUCTS LIMITED
By:		/s/ X. X. Xxxxxx
		Name:		X. X. Xxxxxx
		Title:		Director

ACKNOWLEDGED AND AGREED:

LSF9 STARDUST HOLDINGS LLC
By:		/s/ Xxxx Xxxxxx
		Name:		Xxxx Xxxxxx
		Title:		President

[Signature Page to Amendment No. 1]