2012-11-14_INSPECTION - M2003091

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AGREEMENT TO MODIFY DITCH AND DITCH EASEMENT (THE SMITH AND EMMONS DITCH COMPANY AND MARTIN MARIETTA MATERIALS, INC.) 1. PARTIES. The parties to this Agreement to Mods Ditch and Ditch Easement ( "Agreement ") are THE SMITH AND EMMONS DITCH COMPANY a Colorado mutual ditch company ( "Ditch Company "), and MARTIN MARIETTA MATERIALS, INC., a North Carolina corporation ( "MMM "). The Ditch Company and MMM are jointly referred to in this Agreement as "the Parties." 2. RECITALS. 2.1. Pursuant to the December 9, 2011 Asset Exchange Agreement ( "AEA ") between MMM and Lafarge West, Inc. ("Lafarge"), MMM obtained Lafarge's interests in a gravel mining operation located on the real property in Weld County, Colorado described in EXHIBIT A ( "MMM Property "). 2.2. The Ditch Company owns the Smith and Emmons Ditch ( "Ditch "). A portion of the Ditch is located on the MMM Property as depicted in EXHIBIT B. The Ditch is located within an appurtenant 60 foot prescriptive easement on the MMM Property owned by the Ditch Company ( "Existing Ditch Easement "). 2.3. To facilitate the extraction of sand and gravel from the MMM Property, MMM desires to relocate the portion of the Ditch located on the MMM Property and relocate the Existing Ditch Easement (collectively, "Ditch Relocation "). 2.4. The Parties intend that the Ditch Relocation be accomplished by: (1) MMM's construction of a temporary conveyance structure ( "Temporary Ditch ") to be used during 2012 by the Ditch Company beginning on April 1 and ending October 31 ( "Irrigation Season "); and (2) by MMM's completion of the Ditch Relocation during the period from November 1, 20121to March 17, 2013 ( "Permanent Ditch Relocation "). After March 17, 2013, the Ditch Company will use the Permanent Ditch Easement to deliver water to the Ditch Company's shareholders across the MMM Property and to maintain and operate the Ditch for the benefit of the Ditch Company's shareholders. 2.5. Pursuant to an Agreement to Modem Ditch and Ditch Easement between Lafarge and the Ditch Company dated September 13, 2004 and recorded in the records of the Weld County Clerk and Recorder's Office on September 20, 2004 at Reception No. 3220315 ( "2004 Agreement "), Lafarge agreed to convey to the Ditch Company a 60 foot easement for the operation, maintenance, repair and replacement of the Ditch on the MMM Property ( "2004 Agreement Easement "). The Parties agree that the 2004 Agreement expired under its terms prior to conveyance of the 2004 Agreement Easement to the Ditch Company, and the Ditch Company has no interest in the MMM Property under the 2004 Agreement. The parties intend to address any confusion on this issue that may have been created by recordation of the 2004 Agreement under the terms of this Agreement.