2011-03-30_REVISION - M1977493 (13)

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warranty deed in the form of Exhibit C attached hereto, subject to the exceptions approved by the Company in accordance with Section 13(a)(3) below. The Personalty shall be conveyed by a bill of sale in the form of Exhibit D attached hereto. 2. Consideration for Property. (a) As consideration for the Property the Company shall agree to the covenants set forth herein and shall pay to Climax a purchase price of $8,900,000 (the "Purchase Price"), payable as follows: (1) $8,400,000, payable in cash or other immediately available funds at the Closing; and (2) $500,000 payable by execution and delivery to Climax at the Closing of a non-recourse promissory note (the "Note"), payable to the order of Climax, with interest accrued thereon at a rate, adjusted annually, equal to the annual percentage increase in the Consumer Price Index, All Items (1982-1984 = 100), U.S. City Average as published by the U.S. Department of Labor, Bureau of Labor Statistics ("CPI"). For each year during the term of the Note the interest rate shall be equal to the percentage increase in the average CPI for the twelve-month period ending as of the date one year prior to the date of calculation over the average CPI for the twelve-month period ending as of the date two years prior to the date of calculation [i.e., interest on the Note shall equal the following: (Average CPI One Year Ago) - (Average CPI Two Years Ago) = Interest Rate]. The interest rate shall be adjusted annually, commencing on the date of the Note and thereafter on each anniversary thereof. There shall be no negative amortization of the Note and all interest accrued thereon shall be simple interest. The principal balance of and interest accrued on the Note shall be payable four years after the date thereof. The Note shall be in the form attached hereto as Exhibit E. (b) Payment of the Note shall be secured by a deed of trust, in the form attached hereto as Exhibit F (the "Deed of Trust"), a general security agreement including pledge of securities in the form attached hereto as Exhibit G (the "Security Agreement"), and an executed stock power, with no assignee's name included, each covering 1,220 shares of the company's Class A Series 1 common• stock held by the Company as treasury shares and representing the right to use 122 of of the Reservoir Yield. As used herein, "Reservoir Yield" shall have the meaning defined in the Denver Agreement. The Deed of Trust and Security Agreement are collectively referred to herein as the "Security Documents." The Security Documents shall provide for pro rata partial releases of the Company's shares and the water and water rights represented thereby in the event of