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I R ecoxd d Electronically
<br />County L t. P 4a l o
<br />Date 1a- I(o2011 Time 2:QR' fy
<br />Simpliflle.com 800.460.5657
<br />ASSIGNMENT AND ASSUMPTION AGREEMENT
<br />Rich — 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 North America, Inc., a Maryland
<br />corporation, Lafarge West, Inc., a Delaware corporation, f/k/a Western Mobile, Inc., a Delaware
<br />corporation (together, "Assignor "), and Martin Marietta Materials, Inc., a North Carolina
<br />corporation ( "Assignee "). Capitalized terms used but not otherwise defined in this Agreement
<br />shall have the meanings given to such teens in the Asset Exchange Agreement (as defined
<br />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. Assigmnent 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 terns 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
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