NCG020863_Assign and Assumption Agreement_20190612

ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (the "Agreement") is made and entered into
as of this 26th day of November, 2013, by and between MAYMEAD MATERIALS, INC., a
Tennessee corporation ("Assignor" or "Maymead"), and VULCAN CONSTRUCTION
MATERIALS, LP, a Delaware limited partnership ("Assignee" or "Vulcan").
WHEREAS, Assignor desires to effectuate the transfer and conveyance of that certain lease
dated July 13, 1998, as amended (the "Lease") relating to Assignor's 321 North Quarry operation
(the "321 Quarry") to Assignee, and Assignee desires to assume all of Assignor's right, title and
interest in and to such Lease; and
WHEREAS, Assignor also desires to transfer those permits relating to the 321 Quarry that
Assignee desires; and
WHEREAS, the parties desire to set forth their agreement with respect to the remediation,
and future operation, of the 321 Quarry;
NOW, THEREFORE, in consideration of the mutual covenants set herein and other good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignor
and Assignee hereby covenant and agree as follows:
1. Assignment. As of the date hereof, Assignor hereby assigns, grants, transfers and
conveys to Assignee, all of Assignor's right, title and interest in and to the Lease, and, as of the
dates noted on Exhibit A hereto, Assignor agrees to assign, grant, transfer and convey to Assignee
all of Assignor's right, title and interest in and to the permits listed on Exhibit A (the "Permits").
2. Assumption. As of the date hereof, Assignee hereby assumes and agrees to pay,
perform and discharge, as they become due, all of Assignor's obligations pursuant to such Lease
arising after the date of assumption and on the dates assumed, the Permits, and specifically
excluding Assignor's liabilities or obligations arising out of or in connection with any event
occurring prior to the date hereof.
3. Consideration. Assignee agrees to pay Assignor $1,500,000 upon the assignment
and assumption of the Lease (the "Closing"). Assignee will also pay Assignor for certain inventory
of stone at the 321 Quarry site in accordance with an Inventory Purchase Agreement of even date
herewith.
4. License and Operating Agreement. On the Closing date, Vulcan and Maymead
will enter into a License Agreement which will permit Maymead to continue rock crushing and
screening at the 321 Quarry site for up to two years in order for Maymead to fulfill its obligations
pursuant to the 321 Road Widening Project (NCDOT Project # --) (the "Project"). During this
period, Maymead will complete, at its expense, to the satisfaction of Vulcan, the recommended
remedial activities set forth in this Phase I site assessment conducted by Highlands Environmental
Solutions, Inc., a copy of which is set forth on Exhibit B hereto.

5. Representations and Warranties. As of at Closing, Maymead makes the
following representations and warranties to the best of its knowledge.
(a) Authority. Maymead has the right and authority to transfer and assign the
Lease without the agreement of any other person. The individual executing this
Agreement on behalf of Maymead has full, legal authority to bind Maymead to this
Agreement without the approval of any other person or entity.
(b) Claims. All bills and claims for labor performed and materials furnished
to or for the benefit of the 321 Quarry site during the period preceding the Closing date
have been paid in full. There are no mechanics' liens (whether or not perfected) on or
affecting the 321 Quarry site.
(c) Agreements. The 321 Quarry site will be delivered free of any service or
other continuing contractual obligations, except such assignable agreements as Vulcan, in
its discretion, elects to assume.
(d) Compliance with Governmental Regulations. Maymead has complied
with all applicable laws, ordinances and regulations of local, state and the federal
governments affecting the 321 Quarry site.
(e) Compliance with Easements, Restrictive Covenants and Rights of
Way. Maymead has complied with all the obligations and conditions of any easement,
restrictive covenant and right of way binding the 321 Quarry site.
(f) Condemnation. Maymead has not received any notice of, nor has any
knowledge of, condemnation or eminent domain proceedings having been commenced
against the 321 Quarry site or any part thereof.
(g) Hazardous Materials. No toxic materials, hazardous waste, or
hazardous substance (as the terms are defined in the Resource Conservation and Recovery
Act of 1976, as amended (42 U.S.C. Sec. 6901 et, seq.) or in the Comprehensive
Environmental Response Compensation and Liability Act of 1980, as amended (42
U.S.C. Sec. 9601 et, seq.)) and also including, without limitation, any oils, petroleum -
derived compounds or pesticides (hereinafter referred to as the "Hazardous Material")
are located on or about the 321 Quarry site. To the best of Maymead's knowledge, the 321
Quarry site does not contain any underground tanks for the storage or disposal of
Hazardous Materials. Further, to the best of Maymead's knowledge, (i) the 321 Quarry
site has not been previously used for the storage, manufacture or disposal of Hazardous
Materials, (ii) no complaint, order, citation or notice with regard to air emissions, water
discharges, noise emissions, and Hazardous Materials, if any, or any other environmental,
health, or safety matters affecting the 321 Quarry site, or any portion thereof, from any
person, government or entity, has been issued to Maymead, and (iii) Maymead has
complied with all federal, state and local environmental laws and regulations affecting the
321 Quarry site.
Page 2 of 9

(h) Blasting. Maymead further represents and warrants that blasting is
permitted at the 321 Quarry site. In the event that during the term of the Lease, Vulcan's
right to blast at the 321 Quarry site is challenged or disallowed by any governmental
entity, at Vulcan's sole discretion, Maymead will indemnify and defend Vulcan to the
fullest extent and will take all actions at its sole expense, including without limitation
seeking a court ruling, to clarify and secure Vulcan's blasting rights. In the event that a
court with authority to do so denies Vulcan's right to blast at the 321 Quarry site, then
Maymead will refund the full assignment cost of $1,500,000, less any defense costs
which Maymead has paid in defending Vulcan's rights.
6. Right of First Refusal. Vulcan agrees that in the event that it decides to locate an
asphalt plant at the 321 Quarry site during the current term of the Lease, it shall give Maymead the
first right of refusal to locate the plant at the site. Vulcan shall give Maymead written notice of its
intent to locate an asphalt plant on the site (the "Notice"). Within sixty (60) days of receiving the
Notice, Maymead shall notify Vulcan in writing of whether or not it intends to exercise its right of
first refusal. If Maymead does not notify Vulcan in 60 days or fails to locate and operate the plant
on the site within six (6) months, then Vulcan shall be free to locate another asphalt producer on the
site.
7. Cooperation. To the extent required or requested by Vulcan, Maymead agrees to
cooperate fully with Vulcan in its applications for, and hearings relating to, any zoning or rezoning
or other governmental approval or authority necessary to permit the commercial quarrying activities
and related activities on the 321 Quarry site. Maymead shall receive no additional compensation for
said cooperation, but Vulcan shall pay all fees and costs associates with said applications and
hearings.
8. Noncompetition Agreement. As of the Closing date, Maymead agrees to enter
into a Noncompetition and Aggregates Purchase Agreement.
9. Counterparts. This Agreement may be executed in one or more counterparts and
all such counterparts taken together shall constitute one and the same Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Page 3 of 9

IN WITNESS WHEREOF, Assignor and Assignee have caused this Agreement to be
executed as of the day and year first above written.
ASSIGNOR
ME
By;
ASSIGNEE:
VULCAN CONSTRUCTION MATERIALS, LP
By Its General Partner, Legacy Vulcan Corp
East Region
M.
Page 4 of 4

IN WITNESS WHEREOF, Assignor and Assignee have caused this Agreement to be
executed as of the day and year first above written.
ASSIGNOR
MAYMEAD MATERIALS, INC.
By:
ASSIGNEE:
VULCAN CONSTRUCTION MATERIALS, LP
By Its General Partner, Legacy Vulcan Corp
East Region
By:
L'John R. McPherson
Its: Sr. Vice President East Region
Page 4 of 9