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AGREEMENT FOR THE PURCr E SALE AND LEASE OF
<br />WATER RIGHTS
<br />THIS AGREEMENT, Including the Exhibits attached hereto, ("Agreement") is made and
<br />entered into this {, 2!' day of S&nLAAr , 2005 by and between AGGREGATE
<br />INDUSTRIES -- WEST CENTRAL REGIO ,INC. ("Seller"), whose address Is attention.:
<br />Michael Refer, Vice President of Administration, 1707 Cole Boulevard, Suite 100, Golden,
<br />Colorado 80401, and THE CITY OF THORNTON ("Thornton"), whose address is 9500 Civic
<br />Center Drive, Thornton, Colorado 80229, acting by and through Its City Council (Seller and
<br />Thornton sometimes collectively referred to as the "Parties").
<br />WITNESSETH:
<br />WHEREAS, Seller represents that it's affiliate, CAMAS Colorado, Inc, is the owner of 3.0
<br />shares (Certificate number 970) of the capital stock of the Colorado Agricultural Ditch Company
<br />(hereinafter referred to as the "Colorado Ag Shares"), being a mutual ditch company organized
<br />and existing under the laws of Colorado ("the Company"); and further represents that the Seller
<br />is in the process of obtaining approval from the Colorado Agricultural Ditch Company to change
<br />the ownership to Aggregate Industries, and
<br />WHEREAS,. Seller represents that It has knowledge of the historic use of the Colorado
<br />Ag Shares for irrigation purposes both on -the lands (the "Lands") and .for uses as described in
<br />the Statement of Historical Uses of Water Rights, Exhibit A, attached 'hereto and incorporated
<br />herein; and
<br />WHEREAS, Seller desires to sell to Thornton and Thornton desires to purchase from
<br />Seller, the Colorado Ag Shares, and all the beneficial ownership rights associated therewith;
<br />and
<br />WHEREAS, Thornton owns fully consumable water In its municipal water system, which
<br />water may be delivered to the South Platte River; and
<br />WHEREAS, Thornton desires to lease to Seller and Seller desires to lease from
<br />Thornton a portion of Thornton's fully consumable water.
<br />NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants
<br />and agreements herein contained, and other good and valuable consideration, the receipt and
<br />sufficiency of which is hereby acknowledged, the Parties agree as follows:
<br />1. Sale and Purchase. Seller agrees to sell to Thornton and Thornton agrees to
<br />purchase from Seller, upon the terms and conditions hereinafter set forth:
<br />a. Shares. All of Seller's right, title and interest in the Colorado Ag Shares,
<br />Including Seller's right to request or receive water delivered under the
<br />Colorado Ag Shares for any and all uses.
<br />
<br />b. Benef elal Ownershio. All of Seller's beneficial right, title and interest in all
<br />water, water rights, ditches, ditch rights, reservoirs, reservoir rights, canals,
<br />canal rights, headgates and all other assets, rights, title or Interests
<br />represented by the Colorado Ag Shares, and, in addition, and In no way
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