FIFTH AMENDMENT TO CREDIT AGREEMENT

THIS FIFTH AMENDMENT (“Amendment”) dated as of August 6, 2008, by and between Superior Materials, LLC and BWB, LLC, each a Michigan limited liability company (“Companies”) and Comerica Bank (“Bank”).

A.      Companies and Bank entered into a Credit Agreement dated as of April 6, 2007, as amended by four amendments (“Agreement”).

B.      Companies and Bank desire to amend the Agreement as hereinafter set forth.

NOW, THEREFORE, the parties agree as follows:

1.   The following definitions in Section 1 of the Agreement are amended to read as follows:

“‘Applicable Fee Percentage’ shall mean, as of any date of determination thereof, one quarter of one percent (1/4%) per annum.

‘Applicable L/C Commission Rate’ shall mean as of any date of determination thereof, two and one quarter percent (2 ¼%) per annum.

‘Applicable Margin’ shall mean, as of any date of determination thereof, (a) for Prime-based Advances, two percent (2%) per annum and (b) for Eurodollar-based Advances, four and one quarter percent (4 ¼%) per annum.

‘Borrowing Base’ shall mean as of any date of determination, the sum of (a) eighty five percent (85%) of Eligible Accounts, plus (b) the lesser of (i) fifty percent (50%) (subject to Bank approval in its sole and absolute discretion, but in no case less than forty percent (40%)) of Eligible Inventory and (ii) $5,000,000, plus (c) the lesser of (i) fifty five percent (55%) of the orderly liquidation value of Company’s eligible machinery and equipment (as determined from time to time based on appraisals of such machinery and equipment from an appraiser acceptable to Bank) plus the Collateral L/C Amount and (ii) Six Million Dollars ($6,000,000); provided however, that the Borrowing Base shall be determined on the basis of the most current borrowing base certificate required to be submitted hereunder, provided, further, that the amount determined as the Borrowing Base shall be subject to any reserves for contras/offsets, potential offsets due to customer deposits, and such other reserves as reasonably established by Bank in the exercise of its reasonable credit judgment from time to time, including, without limitation any reserves or other adjustments established by Bank, in each case in the exercise of its reasonable credit judgment on the basis of any collateral audits conducted hereunder. In the event that Bank, at any time in the exercise of its reasonable credit judgment, determines that the dollar amount of Eligible Accounts collectable by a Company is reduced or diluted as a result of discounts or rebates granted by the applicable Company to the respective Account Debtor(s), returned or rejected Inventory or services, or such other reasons or factors as Bank deems applicable in the exercise of its reasonable credit judgment, Bank may, in the exercise of its reasonable credit judgment, upon five (5) business days’ prior written notice to Companies, reduce or otherwise modify the percentage of Eligible Accounts included within the Borrowing Base and/or reduce the dollar amount of Eligible Accounts by an amount determined by Bank in its reasonable credit judgment.”

2.      The following definitions are added to Section 1 of the Agreement in alphabetical order to read as follows:

“’Levy Credit Agreement’ shall mean the Credit Agreement dated as of September 29, 2006 by and among Edw. C. Levy Co., as borrower, the lenders party thereto and Comerica Bank, as agent, as the same may be amended, modified or amended and restated from time to time or any Credit Agreement which replaces such Credit Agreement.

’Support Letters’ shall mean the support letters dated as of August __, 2008 by the Support Parties in favor of Bank, as the same may be amended or modified from time to time.

‘Support Parties’ shall mean Edw. C. Levy Co. and U.S. Concrete, Inc. and ‘Support Party’ shall mean each of them.”

‘U.S. Concrete Credit Agreement’ shall mean the Credit Agreement dated as of June 30, 2006 by and among U.S. Concrete, Inc., as borrower, the lenders party thereto and Citicorp North America, Inc., as administrative agent, as the same may be amended, modified or amended and restated from time to time or any Credit Agreement which replaces such Credit Agreement.”

3.      Sections 2.1 and 2.6 of the Agreement are amended to change each reference to “Twenty Million Dollars ($20,000,000)” to read “Seventeen Million Five Hundred Thousand Dollars ($17,500,000)”.

4.      Section 4.8 of the Agreement is amended to read as follows:

“[Reserved].”

5.      Sections 7.11, 7.12 and 7.13 of the Agreement are amended to read as follows:

“7.11 [Reserved].

7.12 [Reserved].

7.13   Maintain as of the end of each fiscal quarter specified below, EBITDA of not less than the amount specified below:

6.      Schedule 1.1 to the Agreement is deleted.

7.      Sections 10.2 (f) and (l) and Section 10.3 are amended to read as follows:

10.3   If a creditors’ committee shall have been appointed for the business of any Company, any Subsidiary or any Guarantor in connection with any bankruptcy or insolvency;