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oaitiisoou 14:64 t'na xiassrasss i RECEIVED NOV 0 1 2000 Division of Minerals anti Geology :~ v .~ n l.dY + bxC CAbLC ~µj UU1/uV! Special Warranty Deed (Statutory Form C.RS. § 38-30-115) (Unpatented Mining Claims) /Q~ a - Eagle-Gypsum Products, a Colorado joint venture ("Grantor"), whose street address is 740 U.S. Highway 6, P.O. Box 580, Gypsum, Colorado S 163 7, County of Eagle, State of Colorado, for good and valuable consideration, in hand paid, hereby sells and conveys to Centex Eagle Gypsum Company, L.L.C., a Delaware limited liability company, whose address is 740 U.S. Highway 6, P.O. Box 580, Gypsum, Colorado 61637, County of Eagle, State of Colorado ("Grantee"), the real property described on Sc e A attached hereto, with all its appurtenances (the 'Tropetty"), and warrants title to the same against all persons cleaning under Grantor, subject to the exceptions listed on Schedu]e B attached hereto. Notwithstanding the foregoing provisions ofthis Deed, the liability of Grantor to Grantee and to any successor in title to the property conveyed hereby under the warranties made in this deed, including the warranties provided by statute (all of which are hereinafter together called the "Warranties"), shall be limited by the express limitations contained in that certain Limited Liability Company Unit Purchase Agreement (EGP) dated as of December 5, 1996 (the "Agreement"), which provisions include the following: a. No claim under the Warranties may be made until the total of all claims under the Agreement reaches the threshold amount therefor specified is the Agreement. b. Claims under the Warranties may be satisfied ordy out of the funds escrowed pursuant to the Agreement for the purpose of satisfying claims under the Agreement, this deed, and other documents provided for in the Agreement, and Grantor shall not have any liability for claims made under the Warranties to the extent the saint cannot be satisfied by the funds so escrowed. c. Any claim under the Warranties must be pursued by an action filed on or before the 5fth anniversary of the date hereof; and any claim not so pursued by such date shall be waived and relinquished. d. By accepting this deed, Grantee agrees, and by aaepting a deed to any interest in the property, any successor owner of any interest in the property agrees, that it has accepted and agreed to be bound by the limtations on liability provided herein, which are covenants running with the property hereby conveyed for the benefit of Grantor end its successors. o- ~ Signed this a6i1, day of Feb G:~DATA~PIJBL~BAL}~iT311, l 1 of 7 R 60.76 i~J u t~ a.nn n o.o~ ...^--, --