ALP 15

District, a political subdivision of the State of Colorado, and allow the payment of the water capital
obligations attributable to such allocation prior to initiation of construction of the Project; and
WHEREAS, the Authority is authorized by § §37 -95 -101, et. seq., C.R.S., and by Resolution
of the General Assembly of the State of Colorado, Senate Joint Resolution 6, 1982 Session Laws
702, to consider financing or participating in the financing of the Animas -La Plata Project including
contracting with any person or governmental agency for the construction and/or the sale of the
output of the Animas -La Plata Project; and
WHEREAS, the Authority and the Animas -La Plata Water Conservancy District have entered
into an Agreement in Principle, contemporaneously herewith, pursuant to which the Authority has
acquired by assignment from the Animas -La Plata Water Conservancy District its interest in the
2,600 acre -feet of municipal and industrial water depletions allocated to the Animas -La Plata Water
Conservancy District by the 2000 Amendments, and intends to fund the reimbursable share of
construction costs allocated to such water, and to market and sell such water in conjunction with the
Animas -La Plata Water Conservancy District; and
WHEREAS, Interior and the Authority have entered into an Amended and Restated
Agreement and Instructions for Administering Escrow Account pursuant to which they have agreed
to amendments to the Escrow Account and its administration in order to address the changes to the
Animas -La Plata Project described above; and
WHEREAS, pursuant to the Escrow Agreement between the parties dated November 10,
1989, the Agreement may be amended by a written instrument executed by the Depositors and the
Treasurer, and the Treasurer's consent to amend the Agreement shall not be unreasonably withheld
when it is requested by the Depositors;
NOW THEREFORE, the parties hereto agree as follows:
1. Adjustment of Escrow Deposit: The sum of $35,143,250 currently on deposit in the
escrow account shall be and hereby is released from the existing escrow account and shall be
delivered to the Authority. The sum of $7,256,750 shall remain in the escrow account. The
foregoing sum shall hereinafter be referred to as the "Escrowed Property."
2. Instructions: The Treasurer shall hold and disperse the Escrowed Property in
accordance with the instructions set forth on the attached Schedule A, which is incorporated into and
made a part of this Agreement by this reference. To assist the Treasurer in performing his function,
the Authority will provide to the Treasurer prior to the beginning of each fiscal year an estimate of
the maximum allowable draw by Interior on the account during that fiscal year. Such estimates may
be changed from time to time. The Treasurer will be informed of changes.
3. Investment of Funds: Any cash deposited pursuant to the terms of this Agreement
shall be invested by the Treasurer, in accordance with the written direction of the Authority. Such
investments may be in any investment authorized pursuant to Schedule A. The Authority shall
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