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<br /> ASSIGNMENT AND ASSUMPTION OF :.>
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<br /> LEASE AGREEMENT N (J')
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<br />THIS ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT ("Assignment")
<br />IS effective as of the 20th day of February, 2008 (the "Effective Date"), by and between
<br />SemMaterials, L.P., an Oklahoma limited partnership ("Assignor"), SemMaterials Energy
<br />Partners, L.L.C., a Delaware limited liability company ("Assignee"), and the Hall County
<br />Airport Authority ("Lessor").
<br />
<br />For and in consideration of the sum ofTen Dollars ($10.00) and other good and valuable
<br />consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby
<br />GRANTS, TRANSFERS, CONVEYS and ASSIGNS to Assignee all of Assignor's right, title
<br />and interest in and to the following:
<br />
<br />that certain Lease and Agreement for Business/Industrial Park Buildings/Ground Sites
<br />between Assignor (as ultimate successor in interest to Consolidated Oil & Transportation
<br />Company, Inc.), as lessee, and Lessor, as lessor, dated February 1, 1999, as amended by
<br />that certain First Amendment of Lease between Lessor and Assignor dated April 13, 1999,
<br />as amended by that certain Second Amendment of Lease between FGI, LLC and Lessor
<br />dated July 12, 1999, as assigned to Assignor pursuant to that certain Plan and Agreement
<br />of Merger between FGI, LLC and Assignor, dated December 16,2005, as amended by that
<br />certain Third Amendment of Lease between Lessor and Assignor dated June 9, 2006, as
<br />amended by that certain Fourth Amendment to Lease between Assignor and Lessor dated
<br />July 11, 2007, as amended by that certain Fifth Amendment to Lease between Assignor
<br />and Lessor dated August 8, 2007 (the "Lease"); the real property which is the subject of
<br />the Lease is more specifically described on Exhibit "A" attached hereto.
<br />
<br />This Assignment is subject to the following terms and conditions:
<br />
<br />1. Contribution A2reement: This Assignment is subject to all terms, covenants and
<br />conditions of that certain Contribution Agreement by and between Assignor, Assignee
<br />and K.C. Asphalt, L.L.C., a Colorado limited liability company ("K.c. Asphalt"), dated
<br />as of January 28, 2008 (the "Agreement"). Notwithstanding any other provision hereof
<br />to the contrary, nothing contained herein shall in any way supersede, modify, replace,
<br />amend, change, rescind, waive, exceed, expand, enlarge or in any way affect any of the
<br />provisions, including, without limitation, any of the representations, warranties,
<br />covenants, indemnities, limitations, rights or remedies contained in the Agreement, and
<br />this Assignment is intended solely to effect the assignment of the Lease by Assignor to
<br />Assignee as contemplated by the Agreement.
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<br />[Grand Island, NE]
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<br />8223222:731256:01918
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