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Recorded El ctronically <br />io 301 j00i1 g�1- <br />C `av i Ma" <br />Date la-Ile-dot t Time 9H1:5 <br />Simpfifile.com 800.460.5657 <br />ASSIGNMENT AND ASSUMPTION AGREEMENT <br />Taft — Lafarge Water Contracts and Water Permits <br />THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is effective as <br />of the 9th day of December, 2011, by and between Lafarge West, Inc., a Delaware corporation <br />( "Assignor"), and Martin Marietta Materials, Inc., a North Carolina corporation ( "Assignee "). <br />Capitalized terms used but not otherwise defined in this Agreement shall have the meanings <br />given to such terms in the Asset Exchange Agreement (as defined below). <br />WHEREAS, pursuant to that certain Asset Exchange Agreement, dated September 30, 2011, by <br />and among Assignor and the entities affiliated with Assignor named therein (Lafarge and each of <br />the entities named therein are sometimes individually referred to as a "Lafarge Party" and <br />collectively as the "Lafarge Parties ") and Assignee, the entities affiliated with Assignee named <br />therein (Assignee and each of the entities named therein are sometimes individually referred to <br />as an "MLM Party" and collectively as the "MLM Parties ") (as amended, the "Asset Exchange <br />Agreement "), the MLM Parties are (i) acquiring the Lafarge Water Contracts identified on <br />Exhibit A to this Agreement (the "Lafarge Water Contracts ") and (ii) the Lafarge Water Permits <br />identified on Exhibit B to this Agreement ( "Lafarge Water Permits "). <br />WHEREAS, Assignor controls and has interests in the Lafarge Water Contracts and Lafarge <br />Water Permits and desires to transfer and convey the Lafarge Water Contracts and Lafarge Water <br />Permits to Assignee, and Assignee, desires to acquire all of the Assignor's right, title and interest <br />in and to such Lafarge Water Contracts and Lafarge Water Permits; and <br />NOW, THEREFORE, in consideration of the mutual covenants set forth in the Asset Exchange <br />Agreement and other good and valuable consideration, the receipt and sufficiency of which is <br />hereby acknowledged, the Assignor and Assignee hereby covenant and agree as follows: <br />1. Assignment of Lafarge Water Contracts and Lafarge Water Permits. Effective as of the <br />Effective Time, the Assignor hereby assigns, grants, transfers and conveys to Assignee, <br />all of Assignor's right, title and interest in and to the Lafarge Water Contracts and <br />Lafarge Water Permits, and Assignee hereby accepts the assignment, grant, transfer and <br />conveyance of all of the Assignor's right, title and interest in and to the Lafarge Water <br />Contracts and Lafarge Water Permits, all in accordance with and subject to the terms of <br />the Asset Exchange Agreement. <br />2. Assumption of the Liabilities. As of the Effective Time, Assignee hereby assumes and <br />agrees to pay, perform and discharge, in accordance with their respective terms, all of the <br />Assume Liabilities in accordance with and subject to the terms and conditions of the <br />Asset Exchange Agreement. <br />3. Limitation. Notwithstanding anything in this Agreement to the contrary, to the extent that <br />the assignment to, and assumption by, Assignee of the Lafarge Water Contracts and <br />Lafarge Water Permits requires the consent or approval of any other party thereto, this <br />Agreement shall not constitute an agreement to assign and assume the same if such <br />consent or approval is not obtained. <br />Page 1 of 5 <br />