2011-03-30_REVISION - M1977493 (16)

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• 1. Purchase and Sale. Subject to the terms and conditions set forth herein, Climax agrees to sell and convey, and the Reservoir Company agrees to purchase, all of the yield of the Eagle Park Reservoir Project, and all related Project facilities, the land described in the attached Exhibit A, easements, permits and other appurtenances described herein (the "Project Rights'). The purchase price for the Project Rights is $8.65 million. 2. Climax Performance Obligations. Climax shall diligently undertake reasonable efforts to perform the following, all of which are collectively referred to herein as the "Climax Obligations": (a) Complete the reclamation of Eagle Park Reservoir. For the purposes of this Agreement, reclamation shall not be deemed completed until (i) the Colorado Division of Minerals and Geology shall certify in writing that the reservoir has been reclaimed to approved post-mining land use; and (ii) water that is stored in Eagle Park Reservoir has met all applicable water quality, health, safety, and environmental standards for the East Fork of the Eagle River as determined by the Colorado Department of Health at such time as Eagle Park Reservoir has achieved a fill or at the end of the 1998 runoff season, whichever occurs earlier. (b) Obtain a final decree, not subject to appeal (except for any retained jurisdiction provisions which may be in such decree), in Case Nos. 92CW233 and 92CW336, Water Division No. 5, in a form sufficient to insure that all out of priority diversions of water into or collection of water by the Chalk Mountain Interceptor that is tributary to Ten Mile Creek is will be fully replaced and balanced using water rights owned by Climax as more particularly detailed in the Chalk Mountain Interceptor Operating Agreement attached hereto as Exhibit L . (c) Permit, construct and make operational facilities to release water from Eagle Park Reservoir, and measure and deliver the same to the East Fork of the Eagle River, including an outlet pipe capable of releasing a minimum of 45 cfs, a pump barge that can deliver a minimum of 10 cfs, and/or other equivalent means by which the entire contents of the Reservoir can be drained (the "Delivery Facilities"). (d) Permit, construct and make operational a facility adequate to capture and pump back to Climax's industrial process water system any and all groundwater, surface water, seepage or other water released or escaping from Robinson Reservoir (the "Robinson Seepage Pumpback Facility") unless and until such reservoir is successfully reclaimed. (e) Withdraw its statement of opposition in Case No. 95CW348, Water Division No. 5, regarding the exchange of various water, water rights and consumptive use credits owned or controlled by shareholders of the Reservoir Company into storage in Eagle Park Reservoir. 3. Reservoir Company Performance Obligation. The Reservoir Company shall diligently undertake reasonable efforts to obtain from the Colorado Water Conservation Board fd2669 -3-