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Boulder, CO/Mining Lease
<br />ASSIGNMENT AND ASSUMPTION OF LEASE
<br />THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this "Agreement ") is effective
<br />as of theZZ day of March, 2013 and is entered into by TXI Operations, LP, a Delaware limited
<br />partnership, as successor -in- interest to Texas Industries, Inc., a Delaware corporation
<br />( "Assignor ") and Trinity Materials, Inc., a Delaware corporation ( "Assignee ").
<br />WHEREAS, Assignee and certain of its affiliates, and Assignor and certain of its
<br />affiliates, are parties to that certain Amended and Restated Aggregates Asset Purchase and Sale
<br />Agreement dated effective as of December 4, 2012 (the "Purchase Agreement "); capitalized
<br />terms are used herein as defined in the Purchase Agreement; and
<br />WHEREAS, Section 1.1(a) of the Purchase Agreement provides that Assignor will
<br />assign, and Assignee will assume the Site Lease, including the Mining Lease (Lightweight
<br />Aggregate), dated January 14, 1987, as amended by that certain Amendment to Mining Lease
<br />dated February 23, 1988, as affected by that Assignment of Mining Lease with Reserved
<br />Overriding Royalty dated June 24, 1989, as further amended by that certain Amendment to Lease
<br />Agreement dated September 27, 1990, and as further amended by that Amendment to Mining
<br />Lease dated November 30, 2007, with Margaret M. Hogan, Edward G. Hogan, William J. Hogan
<br />and Joann T. Sharp, as Lessor, and Assignor, as Lessee (as amended, the "Assumed Lease "),
<br />related solely to the future performance under the Assumed Lease;
<br />WHEREAS, as a condition to the closing of the transactions contemplated by the
<br />Purchase Agreement, the Purchase Agreement requires that Assignee and Assignor execute and
<br />deliver this Agreement regarding the foregoing, and the Assumed Lease provides that they
<br />cannot be assigned without the prior written consent of the Lessor.
<br />NOW, THERFORE, in consideration of the premises and the mutual covenants and
<br />agreements hereinafter set forth, the Assignee and Assignor hereby agree as follows:
<br />1. Assignment. Assignor hereby assigns, conveys, transfers and delivers to Assignee
<br />all of Assignor's rights, privileges, claims and benefits solely related to future performance
<br />under the Assumed Lease, as Lessee, excluding any obligations of Assignor thereunder which
<br />are, as of the Closing Date, past due or may otherwise arise based on the failure of Assignor to
<br />perform thereunder.
<br />2. Acceptance of Assumed Lease and Assumption of Obligations. Assignee hereby
<br />accepts assignment of the Assumed Lease and agrees to assume all of the obligations of
<br />Assignor related to future performance thereunder that are due after the Closing Date.
<br />Notwithstanding anything contained in this Agreement to the contrary, Assignee shall not
<br />assume any liability or obligation under the Assumed Lease arising out of any failure by
<br />Assignor to (i) make any payment under the Assumed Lease that were due prior to the Closing
<br />Date or that relates to periods prior to the Closing Date or (ii) perform any other obligations
<br />under the Assumed Lease that relate to periods prior to the Closing Date.
<br />FNTC
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