JOINT VENTURE INTEREST PURCHASE AGREEMENT

Exhibit 2.1

JOINT VENTURE INTEREST PURCHASE AGREEMENT

dated as of November 28, 2004,

between

RAAM LIMITED PARTNERSHIP,
as Seller,

EAGLE ICC LLC,
as Buyer

and

TEXAS CEMENT COMPANY

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JOINT VENTURE INTEREST PURCHASE AGREEMENT

     This JOINT VENTURE INTEREST PURCHASE AGREEMENT, dated as of November 28, 2004 (this “Agreement”), is entered into by and between RAAM LIMITED PARTNERSHIP, an Illinois limited partnership (“Seller”), EAGLE ICC LLC, a Delaware limited liability company (“Buyer”), and, solely for the purposes specified on the signature page hereof, TEXAS CEMENT COMPANY, a Nevada corporation (“TCC”), as successor to Illinois Cement Company, Inc., a Nevada corporation:

W I T N E S S E T H:

     WHEREAS, Illinois Cement Company Joint Venture (the “Joint Venture”) is a joint venture formed under and evidenced by that certain Joint Venture Agreement, dated as of April 1, 1972 (as amended, the “Joint Venture Agreement”), between Seller, as successor to RAAM Joint Venture, an Illinois joint venture, and TCC;

     WHEREAS, the Joint Venture was formed for the purposes of (i) acquiring and owning certain real property situated in La Salle and Cook Counties, Illinois, (ii) constructing on such property a dry process cement plant, together with related facilities and improvements and (iii) operating the same;

     WHEREAS, TCC and Seller each owns a 50% joint venture interest in the Joint Venture;

     WHEREAS, Seller desires to sell, assign and transfer to Buyer its 50% joint venture interest in the Joint Venture, together with all of its right, title and interest in, to, and under the Joint Venture Agreement and in respect of any properties or assets used in connection with the conduct of the business of the Joint Venture and owned, leased or licensed by the Joint Venture, including all of its right, title and interest in, to and under the trust created by that certain Trust Agreement dated June 18, 1973, as amended, and known as Trust Number 62343 (collectively, the “JV Interest”), to Buyer, and Buyer desires to purchase the JV Interest from Seller and assume all of Seller’s obligations arising under the Joint Venture Agreement from and after the Closing Date (as hereinafter defined), upon the terms and subject to the conditions set forth in this Agreement;

     NOW, THEREFORE, in consideration of the premises, the terms and provisions set forth herein, the mutual benefits to be gained by the performance thereof and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I
DEFINITIONS

     SECTION 1.1. Definitions . As used in this Agreement, the terms set forth below shall have the following respective meanings:

     “Adverse Claim” means, with respect to any security or other financial instrument, an “adverse claim” as defined in Section 8-102(a)(1) of the Uniform Commercial Code as in effect in the State of Texas.

     “Affiliate” means, with respect to any Person, (a) any Subsidiary of such Person or (b) any other Person that, directly or indirectly, controls, is controlled by, or is under common control with, such Person. For the purposes of this definition, “control” means the possession of the power to direct or cause the direction of management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

     “Business Day” shall mean a day other than a Saturday, Sunday or legal holiday for commercial banking institutions in the State of Texas.

     “Buyer Parties” shall mean Buyer, its Affiliates (including without limitation the Joint Venture and TCC), and their respective owners, stockholders, partners, members, directors, officers, employees, agents and representatives.

     “Claim” means any demand, claim or action of a type that may be asserted or may arise in a Legal Proceeding.

     “Code” means the Internal Revenue Code of 1986, 26 U.S.C. Section 1 et seq. , as amended.

     “Contract” means any contract, agreement, indenture, note, bond, loan, lease, conditional sale contract, mortgage or insurance policy.

     “Court” means any court established and functioning under the Laws of any nation or state, or any political subdivision thereof, including the United States of America and any state of the United States of America.

     “Department of Justice” shall mean the United States Department of Justice.

     “Environmental Laws” means any Laws relating to health, safety or protection of the environment (including, without limitation, any natural resource damages, any generation, use, storage, treatment, disposal, release or threatened release of hazardous substances into the indoor or outdoor environment), including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act, the Superfund Amendments Reauthorization Act, the Resource Conservation and Recovery Act, the Clean Air Act, the Federal Water Pollution Control Act, the Toxic Substances

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Control Act, the Safe Drinking Water Act, the Hazardous Materials Transportation Act, and the Occupational Safety and Health Act.

     “Equity Securities” means (a) the shares of capital stock of a corporation, whether designated as common stock, preferred stock or otherwise, (b) any equity interest, membership unit, participation or equivalent thereof in a limited liability company, (c) any equity interest, unit, participation or equivalent thereof in a partnership, whether a general partnership or a limited partnership, or (d) the equity interests of any joint venture or other entity not referred to in paragraphs (a) through (c) above.

     “Escrow Amount” means $14,400,000.

     “Escrow Agent” means JPMorgan Chase Bank, or such other escrow agent as shall be agreed upon by the parties in writing.

     “Federal Trade Commission” shall mean the United States Federal Trade Commission.

     “Final Cash Distribution” means a distribution by the Joint Venture to Seller and TCC (in proportion to their respective 50% percentage interests) of all cash (which shall include the proceeds of cash equivalents (including certificates of deposit), marketable securities and the like) held by the Joint Venture (net of any outstanding or uncleared checks and including any deposits made but not yet credited to the Joint Venture’s account), as of the close of business on the day before the Closing Date, which distribution shall be made immediately prior to the Closing.

     “Governmental Authority” means any government of, or any authority, agency, regulatory body, commission, official, or other instrumentality of any government of, the United States or any foreign country, or any domestic or foreign state, province, county, city, local, or other political subdivision thereof.

     “HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

     “Law” means any applicable law, statute, ordinance, rule, code or regulation of any Governmental Authority.

     “Legal Proceeding” means any judicial, administrative or arbitral action, suit or proceeding (public or private) by or before any Court or Governmental Authority or arbitration tribunal.

     “Lien” means any lien, pledge, mortgage, deed of trust, security interest, attachment, levy or other encumbrance.

     “Order” means any order, judgment, injunction, ruling or decree of any Court or Governmental Authority.

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     “Permit” means any permit, license, registration, or authorization issued by a Governmental Authority.

     “Person” means any natural person, corporation, partnership, limited liability company, trust, unincorporated organization or other entity, other than a Governmental Authority or Court.

     “RJV” means RJV, Inc., a Delaware corporation and the general partner of Seller.

     “Securities Act” means the Securities Act of 1933, 15 U.S.C. Section 77a et seq ., as amended.

     “Seller’s Knowledge” means the actual knowledge, of each of the officers and management-level employees of Seller and RJV who is involved in monitoring the investment of Seller in the Joint Venture or in the management or operations of the Joint Venture.

     “Seller Parties” shall mean Seller, its Affiliates, and their respective owners, stockholders, partners, members, directors, officers, employees, agents and representatives.

     “Subsidiary” means, with respect to any Person, (a) any corporation of which a majority of the outstanding Equity Securities of the class or classes having ordinary voting power to elect a majority of the board of directors are owned, directly or indirectly, by such Person or (b) any partnership, limited liability company or other entity (other than a corporation) of which Equity Securities that are entitled to receive more than 50% of the distributions made by such entity to all holders of such Equity Securities are owned, directly or indirectly, by such Person.

     “Tax” or “Taxes” means any taxes, assessments, and similar governmental charges imposed by any Governmental Authority, including all income, profits, franchise, withholding, ad valorem, personal property (tangible and intangible), employment, payroll, sales and use, social security, disability, occupation, property, severance and excise taxes, including any interest, penalty or addition thereto.

     “Tax Return” means any return, report or similar statement required to be filed with respect to any Taxes, including any information return, claim or refund, amended return and declaration of estimated Tax.

     SECTION 1.2. Additional Definitions . Each of the terms set forth below has the meaning set forth in the provision set forth opposite such term in the following table:

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ARTICLE II
SALE AND PURCHASE

     SECTION 2.1. Sale and Purchase . On the terms and subject to the conditions contained in this Agreement, Seller agrees to sell, assign and transfer to Buyer, and Buyer agrees to purchase from Seller, the JV Interest on the Closing Date.

     SECTION 2.2. Consideration . The aggregate consideration for the JV Interest shall consist of:

     (a) a cash payment to be made at the Closing by Buyer to Seller in the amount equal to Seventy-Two Million Dollars ($72,000,000) (the “Purchase Price”) minus the Escrow Amount (the “Closing Payment Amount”) by wire transfer;

     (b) the deposit, by Buyer, of cash equal to the Escrow Amount with the Escrow Agent at the Closing, to the extent such amount is disbursed to the Seller in accordance with the Escrow Agreement;

     (c) the assumption by Buyer of the obligations of Seller arising under the Joint Venture Agreement from and after the Closing Date; and

     (d) the payment, if any, to Seller pursuant to Section 6.12 hereof.

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     SECTION 2.3. Transfer Taxes. Buyer and Seller shall each bear one-half of the cost of any documentary, stamp, sales and excise or other similar Taxes (other than income taxes) payable in respect of the transfer of the JV Interest.

ARTICLE III
THE CLOSING

     SECTION 3.1. Closing . The closing of the transactions contemplated hereby (the “Closing”) shall take place at the offices of Buyer, 3811 Turtle Creek Blvd., Suite 1100, Dallas, Texas 75219 at 9:00 a.m., Dallas, Texas time on January 11, 2005, or, if later, the fifth Business Day after the satisfaction of the conditions to the obligations of the Parties set forth in Articles VII and VIII (such date, the “Closing Date”).

     SECTION 3.2. Deliveries by Seller to Buyer . At the Closing, in addition to the documents required by Article VII, Seller shall deliver, or shall cause to be delivered, to Buyer the following:

          (a) the Assignment, Assumption and Admission Agreement, substantially in the form of Exhibit A, duly executed by Seller and TCC;

          (b) certificates as of a recent date from the Secretary of State of the State of Illinois with respect to the existence and good standing of Seller;

          (c) certificates as of a recent date from the Secretary of State of the State of Delaware with respect to the existence and good standing of RJV;

          (d) certified copies of the certificate of limited partnership of Seller certified as of a recent date;

          (e) a certificate of the Secretary of RJV, as general partner of Seller, dated as of the Closing Date, attesting to (i) the certificate of limited partnership and partnership agreement of Seller; (ii) the resolutions of the Board of Directors of RJV, as the general partner of Seller, authorizing the consummation of the transactions contemplated hereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the date hereof; and (iii) the incumbency and signature of each officer of RJV who has executed this Agreement or any other document or instrument delivered in connection herewith;

          (f) a release, substantially in the form attached hereto as Exhibit B, duly executed by Seller, pursuant to which Seller shall release certain Claims against the Joint Venture, TCC and the Buyer Parties;

          (g) copies of all consents, waivers or other authorizations, if any, required to be obtained by Seller in order to consummate the transactions contemplated by this Agreement; and

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          (h) the Escrow Agreement, substantially in the form attached hereto as Exhibit C, duly executed by Seller.

     SECTION 3.3. Deliveries by Buyer to Seller . At the Closing, in addition to the documents required by Article VIII, Buyer shall deliver, or shall cause to be delivered, to Seller the following:

          (a) a wire transfer of immediately available funds (to an account specified by Seller in writing to Buyer at least 48 hours prior to the Closing) in an amount equal to the Closing Payment Amount;

          (b) the Assignment, Assumption and Admission Agreement, substantially in the form of Exhibit A, duly executed by Buyer and TCC;

          (c) a certificate of the Secretary or an Assistant Secretary of Buyer, dated as of the Closing Date, attesting to (i) the certificate of formation of Buyer; (ii) the resolutions of the Board of Managers authorizing the consummation of the transactions contemplated hereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the date hereof and (iii) the incumbency and signature of each officer of Buyer who has executed this Agreement or any other document or instrument delivered in connection herewith;

          (d) a release, substantially in the form attached hereto as Exhibit B, duly executed by TCC and the Joint Venture, pursuant to which TCC and the Joint Venture shall release certain Claims against the Seller Parties;

          (e) copies of all consents, waivers or other authorizations, if any, required to be obtained by Buyer in order to consummate the transactions contemplated by this Agreement; and

          (f) the Escrow Agreement, substantially in the form attached hereto as Exhibit C, duly executed by Buyer.

     SECTION 3.4. Escrow . In order to partially secure and support Seller’s post-Closing obligations under this Agreement (including its obligation to indemnify the Buyer Parties for certain Losses and Expenses under Section 9.2(a)), at the Closing, Buyer shall deposit the Escrow Amount in an account (the “Escrow Account”) to be established by Buyer and Seller with the Escrow Agent pursuant to the terms of an escrow agreement substantially in the form of Exhibit C (the “Escrow Agreement”). The Escrow Account shall be administered in accordance with the terms and provisions of the Escrow Agreement for a term that shall expire (subject to the terms and provisions thereof) at the close of business on the fifth anniversary of the Closing Date.

     SECTION 3.5. Proceedings at Closing . All proceedings to be taken and all documents to be executed and delivered by all parties at the Closing shall be deemed to have been taken and executed simultaneously, and no proceedings shall be deemed

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taken nor any documents executed or delivered until all have been taken, executed and delivered.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES
OF SELLER

     Seller hereby represents and warrants to Buyer as follows:

     SECTION 4.1. Organization; Power and Authority . Seller is a limited partnership duly organized, validly existing and in good standing under the Laws of the State of Illinois. Seller has all requisite partnership power and authority to execute, deliver and perform this Agreement. The officers of RJV executing this Agreement and all of the documents to be executed by Seller hereunder have all required authority to duly execute this Agreement and such other documents for RJV in its capacity as general partner of Seller.

     SECTION 4.2. Authorizations; Execution and Validity . The execution and delivery of this Agreement by Seller, the performance by Seller of its obligations hereunder and the consummation by Seller of the transactions contemplated to be performed by it hereby have been duly and validly authorized by all necessary action on the part of or with respect to Seller, including all necessary action (if any) on the part of the partners of Seller. This Agreement has been duly and validly executed and delivered by Seller and constitutes a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect affecting creditors’ rights generally or general principles of equity.

     SECTION 4.3. No Conflict; Consents . Subject to the expiration or termination of the applicable waiting period under the HSR Act, none of the execution and delivery by Seller of this Agreement, the performance by Seller of its obligations under this Agreement or the consummation by Seller of the transactions contemplated to be performed by it hereby will (i) violate any Law, (ii) violate the certificate or agreement of limited partnership or other organizational documents of Seller, (iii) violate any Order to which Seller is a party or by which it is bound, (iv) with or without the giving of notice or the lapse of time or both, violate, breach, result in a default under or require any consent of any other Person under the terms of any Contract to which Seller it is a party or by which it is bound or (v) require any approval or consent from or filing with any Governmental Authority or any consent from any other Person.

     SECTION 4.4. Title to JV Interest . Seller holds of record (as shown on the books and records of the Joint Venture) and beneficially owns a 50% interest in the Joint Venture, and such interest constitutes the entire equity or other ownership interest of Seller or its Affiliates in the Joint Venture. Seller owns the JV Interest free and clear of all Liens, other than the restrictions applicable to such JV Interest under the Joint Venture Agreement or under the Securities Act. The transfer and delivery by Seller to Buyer at the Closing of the JV Interest in accordance with the terms of this Agreement will vest Buyer on the Closing Date with good title to all of the JV Interest, free and clear of all Liens and other Adverse Claims, other than (i) the restrictions applicable to such JV Interest under the Joint

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Venture Agreement or under the Securities Act or (ii) any Liens or other Adverse Claims imposed by or arising as a result of any action on the part of Buyer.

     SECTION 4.5. Litigation; Orders . There are no Legal Proceedings pending or, to Seller’s Knowledge, threatened against Seller that question the validity of this Agreement or any action taken or to be taken by Seller in connection with, or which seek to enjoin, prevent, restrict or hinder the sale of the JV Interest hereunder or to obtain monetary damages in respect of, this Agreement or the consummation by Seller of the transactions contemplated hereby.

     SECTION 4.6. Fees . Seller has not paid or become obligated to pay any fee or commission to any broker, finder or intermediary in connection with the transactions contemplated hereby for which Buyer, the Joint Venture or any of their Affiliates shall have any liability or responsibility.

     SECTION 4.7. Material Events . Seller has not become aware of any events which have occurred since October 15, 2004 concerning the Joint Venture’s assets or properties which are, when considered in the aggregate with all other events having a positive effect on the value of the Joint Venture that have occurred during such period, likely to have a material adverse effect on the value of the Joint Venture. For purposes of this Section 4.7: (i) the “events concerning the Joint Venture’s assets or properties” shall refer only to events, facts, or conditions directly concerning the Joint Venture’s assets or properties and shall not refer to: (A) any aspect of the market for cement (local, regional or national), including changes in the prices for cement, or any conditions in the cement industry or general economic conditions (local, regional or national); or (B) any event, condition or circumstance which Buyer or TCC became aware of prior to the signing of this Agreement; and (ii) “material adverse effect on the value of the Joint Venture” shall mean a net decrease in the value of the Joint Venture (when considered together with all other positive effects on the value of the Joint Venture) of at least 20% (based on an agreed value of the Joint Venture of $144 million). Seller has not received any inquiry from a third party relating to any offer, or any offer from a third party to purchase the Joint Venture or its JV Interest.

ARTICLE V
REPRESENTATIONS AND WARRANTIES
OF BUYER

     TCC (solely with respect to Section 5.8) and Buyer hereby represent and warrant to Seller as follows:

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     SECTION 5.1. Organization; Power and Authority . Buyer is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware. Buyer has all requisite limited liability company power and authority to execute, deliver and perform this Agreement. The officers of Buyer executing this Agreement and all of the documents to be executed by Buyer hereunder have all required authority necessary to duly execute this Agreement and such other documents in the capacities indicated.

     SECTION 5.2. Authorizations; Execution and Validity . The execution and delivery of this Agreement by Buyer, the performance by it of its obligations under this Agreement and the consummation by it of the transactions contemplated to be performed by it hereby have been duly authorized by all necessary limited liability company action on the part of or with respect to Buyer. This Agreement has been duly executed and delivered by Buyer, constitutes a valid and binding obligation of Buyer and is enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect affecting creditors’ rights generally or general principles of equity.

     SECTION 5.3. No Conflicts; Consents . Subject to the expiration or termination of the waiting period under the HSR Act, and except as could not reasonably be expected to affect, materially and adversely, the ability of Buyer to perform its obligations under and consummate the transactions contemplated to be performed by it by this Agreement, none of the execution and delivery by Buyer of this Agreement, the performance by it of its obligations under this Agreement or the consummation by it of the transactions contemplated to be performed by it hereby will (a) violate any Law, (b) violate its certificate of formation, limited liability company agreement or other organizational documents, (c) violate any Order to which it is a party or by which it is bound, (d) require any consent from or filing with any Governmental Authority or any consent from any other Person or (e) with or without the giving of notice or the lapse of time or both, violate, breach, result in a default under or require any consent of any other Person under the terms of any material Contract to which Buyer is a party or by which it is bound.

     SECTION 5.4. Litigation . There are no Legal Proceedings pending or, to knowledge of Buyer, threatened against Buyer that question the validity of this Agreement or any action taken or to be taken by it in connection with, or that seek to enjoin, prevent, restrict or hinder the purchase of the JV Interest hereunder or to obtain monetary damages in respect of, this Agreement or the consummation by it of the transactions contemplated hereby.

     SECTION 5.5. Investment Intent; Sophisticated Buyer . Buyer is acquiring the JV Interest for its own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof. Buyer understands that the JV Interest has not been registered under the Securities Act or the applicable securities or

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blue sky laws of any state. Buyer is an “accredited investor” as defined in Rule 501(a) under the Securities Act.

     SECTION 5.6. Financing . At the Closing, Buyer will have sufficient funds to pay the Purchase Price and to consummate the transactions contemplated by this Agreement.

     SECTION 5.7. Fees . Buyer has not paid or become obligated to pay any fee or commission to any broker, finder or intermediary in connection with the transactions contemplated hereby.

     SECTION 5.8. Material Events . Neither Buyer nor TCC has become aware of any events which have occurred since October 15, 2004 concerning the Joint Venture’s assets or properties which are, when considered in the aggregate with all other events having a negative effect on the value of the Joint Venture that have occurred during such period, likely to have a material positive effect on the value of the Joint Venture. For purposes of this Section 5.8: (i) the “events concerning the Joint Venture’s assets or properties” shall refer only to events, facts, or conditions directly concerning the Joint Venture’s assets or properties and shall not refer to: (A) any aspect of the market for cement (local, regional or national), including changes in the commodity prices for cement, or any conditions in the cement industry or general economic conditions (local, regional or national); or (B) any event, condition or circumstance which Seller became aware of prior to the signing of this Agreement; and (ii) “material positive effect on the value of the Joint Venture” shall mean a net increase in the value of the Joint Venture (when considered together with all other negative effects on the value of the Joint Venture) of at least 20% (based on an agreed value of the Joint Venture of $144 million). Neither Buyer nor TCC has received any inquiry from a third party relating to any offer, or any offer from a third party to purchase the Joint Venture or its JV Interest.

ARTICLE VI
COVENANTS

     SECTION 6.1. Conduct of Business . From the date hereof until the Closing Date, except as otherwise contemplated hereby, the parties shall use their reasonable best efforts to cause the Joint Venture to (i) be operated only in the usual, regular and ordinary manner, consistent with past practice, including the making of appropriate monthly distributions, and (ii) continue to follow its working capital policies (including with respect to inventories) in accordance with past practice, and (iii) without limiting the generality of the foregoing, not take any action outside the ordinary course of business that is intended to result in (x) a delay in the collection of accounts receivable or current assets or (y) an acceleration in the payment of accounts payable, prepaid expenses, other current liabilities or capital expenditures, and (iv) make no capital expenditures other than those previously committed consistent with the annual budget for the Joint Venture or required to be made for the continued operation of the business of the Joint Venture.

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     SECTION 6.2. HSR Act . Each of Seller and Buyer will take such actions as are required to cause the “ultimate parent entity” of each of them to (i) file any notification and report form and related material required under the HSR Act in connection with the transactions contemplated by this Agreement as soon as reasonably practicable and (ii) provide promptly to the Department of Justice or Federal Trade Commission such information and documents as are requested by them in connection with their review of the transactions contemplated by this Agreement or as are otherwise necessary, proper or advisable to permit consummation of the transactions contemplated by this Agreement; provided, however, that nothing contained in this Agreement will require Seller, Buyer, the Joint Venture or any of their Affiliates to enter into any agreement, consent decree or other commitment requiring any of them to (a) divest or hold separate any material assets, (b) litigate, pursue or defend any contested proceeding challenging the transactions contemplated hereby as violations of any antitrust laws or (c) take any other action that would, individually or in the aggregate, materially adversely affect the Joint Venture or such party or Affiliate. Buyer shall bear and be responsible for paying the required filing fee in connection with the filing of any notice and report form under the HSR Act, but each party will otherwise bear and be responsible for any and all other fees, costs and expenses incurred by it in connection with its compliance with this Section 6.2.

     SECTION 6.3. Consents and Permits; Cooperation . To the extent that the transactions contemplated by this Agreement require that any consent, waiver or other authorization under any Contract be obtained, any notifications, forms, letters or other documents be filed with, or other action taken before, any Governmental Authority, or any Permits under Environmental Laws or any other Law be transferred, reissued or confirmed, the parties will or will use their reasonable best efforts to, and to cause the Joint Venture to, (i) obtain any consent, waiver or other authorization required under any Contract, (ii) file any notifications, forms, letters or other documents with any Governmental Authority, or take any other action before any Governmental Authority, in each case as may be required by statute or regulation within the time frames prescribed therein, (iii) provide promptly to the applicable Governmental Authority such information and other documentation that they may require or request and (iv) cooperate fully in the transfer, reissue or confirmation of all such Permits. Promptly following the Closing, the parties will, and will cause the Joint Venture to, notify Chicago Title and Trust Company, as trustee under that certain Trust Agreement and Declaration of Trust, dated June 18, 1973, as amended, and known as Trust Number 62343, that any direct or indirect beneficial interest held by Seller in, under or with respect to the trust has been transferred to Buyer and that any right to participate in the power of direction of the trust has likewise been transferred from Seller to Buyer. The obligations of the parties under this Section 6.3 shall apply both before and after the Closing.

     SECTION 6.4. Final Cash Distribution . Seller and TCC shall cause the Joint Venture to (i) liquidate all cash equivalents (including certificates of deposit), marketable securities and the like, as shown on its books as of the close of business on

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the day before the Closing Date and (ii) make the Final Cash Distribution to Seller and TCC immediately prior to the Closing by wire transfer of immediately available funds.

     SECTION 6.5. Further Actions . Each of Buyer and Seller agrees to execute and deliver such instruments and take such other reasonable actions as may be required to (a) carry out the intent of this Agreement and (b) to consummate the transactions contemplated hereby.

     SECTION 6.6. Certain Confidential Information . Seller hereby acknowledges that in connection with its ownership of the JV Interest, it has received certain proprietary or confidential information that relates to or affects Buyer, the Joint Venture and their respective Affiliates and Buyer hereby acknowledges that in connection with its purchase of the JV Interest or its Affiliates’ ownership of an interest in the Joint Venture, it has received certain proprietary or confidential information regarding Seller and its Affiliates (such proprietary or confidential information being hereinafter referred to as the “Confidential Information”). The parties agree that Confidential Information will not include information that (i) is already in the public domain, (ii) was known by the receiving party prior to its (or its Affiliates’) investment in the Joint Venture or (iii) becomes known to the receiving party from a third party other than through a breach by such third party, which breach is known to the receiving party, of a fiduciary, contractual or other duty owing to the disclosing party or its Affiliates. The parties also agree that the disclosing party and its Affiliates would be irreparably damaged if any Confidential Information were disclosed to or used by any Person in a manner prohibited by this Section 6.6. From and after the Closing Date, each receiving party shall not use or disclose, and will not permit its respective Affiliates, directors, officers, independent accountants, agents or other representatives (“Representatives”) to use or disclose, any Confidential Information except (x) by and to professionals and others who require the Confidential Information to advise or provide services to receiving party and who acknowledge and agree to abide by the confidentiality obligations of this Section 6.6, (y) with the consent of the disclosing party, or (z) if compelled to do so by judicial or administrative process or, in the opinion of counsel, by the requirements of applicable Law. The provisions of this Section 6.6 shall continue in effect after the Closing for an indefinite period.

     SECTION 6.7. Seller’s Access to Documents; Preservation of Books and Records . From and after the Closing, Buyer shall cause the Joint Venture to maintain copies of all material books and records relating to financial and accounting matters during any period commencing on or after January 1, 2001 that are in the possession of the Joint Venture on the Closing Date (“Books and Records”) and shall prevent the destruction of any such Books and Records for a period of ten years following the Closing Date without first providing written notice to Seller and allowing it the opportunity for 90 days, at Seller’s expense, to make copies of the same prior to destruction. During such ten-year retention period, Buyer shall or shall cause the Joint Venture (i) to grant to Seller and its Representatives reasonable cooperation, access and staff assistance at all reasonable times and upon reasonable notice to all of such Books and Records in order to enable Seller to comply with any reporting or other legal

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obligations to which it is subject, (ii) to afford Seller and its Representatives the right, at Seller’s expense, to take extracts therefrom and to make copies thereof and (iii) to have reasonable access to the employees of the Joint Venture, if any, all to the extent reasonably necessary or appropriate for the preparation of Tax Returns and the handling of Tax audits, disputes and litigation; provided, however, that except as permitted under Section 10.10 in connection with any arbitration proceeding initiated hereunder, Seller shall not be granted access to any Books and Records for purposes of asserting or pursuing any Claims or Legal Proceedings between Seller or its Affiliates and Buyer or its Affiliates.

     SECTION 6.8. Insurance . From and after the Closing Date, Buyer and TCC shall use reasonable best efforts to cause all existing policies of general liability and worker’s compensation insurance covering events that occurred with respect to the Joint Venture during periods ending on or prior to the Closing Date to remain in effect at or above the levels of coverage currently provided for in such policies.

     SECTION 6.9. Financial Statements . Beginning with the month in which this Agreement is executed, through and including the third month following the Closing Date, Buyer will provide to Seller, within 10 Business Days after the close of the applicable month, a balance sheet as of the end of each month, and statements of income and cash flow for the months then ending, prepared from the books and records of the Joint Venture and consistent with those quarterly statements heretofore provided to Seller (together “Monthly Financial Statements”), as well as Monthly Financial Statements for the comparable periods ending one year earlier. As soon as available, after the completion of Eagle Materials Inc.’s consolidated audit by its external auditors, Buyer shall cause Eagle Materials Inc. to provide to Seller a consolidating balance sheet as of March 31, 2005. Such consolidating balance sheet will include: (i) Eagle Materials Inc. operating units consolidated (excluding the Joint Venture); (ii) the balance sheet of the Joint Venture; and (iii) Eagle Materials Inc. consolidated balance sheet (including the Joint Venture), as included in Eagle’s Form 10-K as of March 31, 2005.

     SECTION 6.10. Taxes . Buyer and TCC will prepare the materials required by Section 20(B) of the Joint Venture Agreement for all relevant tax periods through the Closing Date in respect of the Joint Venture in a manner consistent with past practice. TCC shall act as “tax matters partner” within the meaning of Section 6231(a)(7) of the Internal Revenue Code of 1986, as amended, and will be authorized to represent the Joint Venture in connection with any examination of the Joint Venture’s affairs by any tax authority, including administrative and judicial proceedings, relating to any period prior to and including the Closing Date . Notwithstanding the foregoing, Buyer and TCC shall cause the Joint Venture: (i) in connection with any estimated tax obligations of Seller or its partners, to provide to Seller such information as Seller shall reasonably request regarding items of the Joint Venture’s income or loss to be allocated to the Seller for periods ending prior to and including the Closing Date; (ii) to provide drafts of proposed Joint Venture Tax Returns no less than thirty (30) days prior to the filing of

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any Tax Return for the Joint Venture for such periods and provide the Joint Venture’s calculations of such allocation to the Seller, and to provide Seller with a reasonable opportunity to comment on and provide corrections to such allocation and Joint Venture Tax Returns prior to the filing of any such Tax Returns, provided however all comments and/or corrections will be provided to the Buyers ten (10) days prior to the filing of any such Joint Venture Tax Return; (iii) not to file or amend any Joint Venture Tax Return or take any action with respect to Tax Returns for periods ending before and including the Closing Date without the prior written consent of Seller (which consent will not be unreasonably withheld); and (iv) to prepare all Joint Venture Tax Returns for the Joint Venture’s taxable year that includes the Closing Date based upon an interim closing of the books for the Joint Venture as of the Closing Date.

     SECTION 6.11. Form 8594 . Seller and Buyer shall cooperate with each other in the filing of its Form 8594 “Asset Acquisition Statement” under Section 1060 with the Internal Revenue Service. Each party agrees that the contingent payment set forth in Section 6.12 shall be included as “consideration” in its initial filing of Form 8594.

     SECTION 6.12. Contingent Payment . Buyer hereby agrees to make a cash payment to Seller equal to $3,000,000 payable within 30 days after the commencement of the commercial production of cement from the Joint Venture’s cement plant in LaSalle, Illinois (the “Cement Plant”) following the completion of an expansion of the Cement Plant within five (5) years following the Closing Date; provided, however, that Buyer shall not be obligated to make such payment and the obligations of this Section 6.12 shall terminate if either: (A) the commencement of commercial production following such an expansion does not occur within five (5) years after the Closing Date; or (B) such expansion represents an increase in the cement production capacity at the Cement Plant of less than 150,000 tons per year. Buyer shall notify Seller within 10 days of each of the following events: (i) the approval by the Board of Directors of Buyer of the expansion project; and (ii) the commencement of commercial production of cement from the Cement Plant following completion of the expansion. Notwithstanding the foregoing, nothing in this Agreement will be deemed to obligate the Joint Venture, Buyer or TCC or any of their Affiliates to effect such an expansion.

ARTICLE VII
CONDITIONS PRECEDENT TO BUYER’S OBLIGATIONS

     The obligation of Buyer to consummate the transactions contemplated hereby is subject to the receipt of the certificates, documents and instruments referenced in Section 3.2 and to the satisfaction of the following conditions:

     SECTION 7.1. Accuracy of Representation