ALP 15

AMENDED AND RESTATED ESCROW AGREEMENT
This Amended and Restated Escrow Agreement is executed this day of - n �
2001, among the United States Department of the Interior ( "Interior") and the Colorado
Water Resources and Power Development Authority (the "Authority") (jointly known as the
"Depositors "), and the State Treasurer of the State of Colorado (the "Treasurer ").
WHEREAS, the United States, the State of Colorado, the Ute Mountain Ute Tribe, the
Southern Ute Indian Tribe, the Colorado Water Resources and Power Development Authority, the
Animas -La Plata Water Conservancy District, the New Mexico Interstate Stream Commission, the
San Juan Water Commission, and Montezuma County, Colorado, entered into an Agreement in
Principle concerning the Colorado Ute Indian Water Rights Settlement and Binding Agreement for
Animas -La Plata Project Cost Sharing" ( "Cost Sharing Agreement ") on June 30, 1986; and
WHEREAS, the Cost Sharing Agreement provided for the establishment of an escrow
account upon the occurrence of certain conditions precedent, to be funded by the Authority and
drawn upon by the Secretary of Interior ( "Secretary') to defray a portion of the construction costs
of certain facilities of the Animas -La Plata Project, in fulfillment of the State of Colorado's
obligations under the Cost Sharing Agreement; and
WHEREAS, on November 10, 1989, the United States and the Authority entered into an
Agreement and Instructions for Administering Escrow Account, and the United States, the Authority,
and the Colorado State Treasurer entered into an Escrow Agreement (collectively, the "Escrow
Agreements "), both agreements relating to the Escrow Account for the State of Colorado's cost -
sharing participation in the Animas -La Plata Project; and
WHEREAS, pursuant to the Escrow Agreements, the sum of $29,948,432 was duly placed
in escrow with the Colorado State Treasurer in order to fulfill the State of Colorado's obligations
pursuant to the Cost Sharing Agreement; and
WHEREAS, as a result of investment returns and interest, the Escrow Account has increased
to $42,400,000; and
WHEREAS, the construction of the Animas -La Plata Project has not occurred in the manner
contemplated by the Cost Sharing Agreement and the Escrow Agreements, and Congress has
provided new authority in Public Law 106 -554 (the "2000 Amendments ") to construct a modified
Animas -La Plata Project in order to effectuate the Colorado Ute Indian Water Rights Settlement; and
WHEREAS, the 2000 Amendments eliminate the requirement for cost sharing in the
construction of the Animas -La Plata Project; and
WHEREAS, the 2000 Amendments provide for the construction of Project facilities to
deliver certain municipal and industrial water allocated to the Animas- La Plata Water Conservancy
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