2011-03-14_REVISION - M1977493 (67)

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503635 B-607 P-553 04128193 13:44 cme(go7A® OF 99 E. VA desires to acquire and climax desires to convey the right to annually divert and use in perpetuity the first 500 acre feet of historic transbasin diversions under the Arkansas Well Water (the "AW Priority Water"), and the right to annually use in perpetuity the entire storage capacity of chalk Mountain Reservoir (the "Chalk Mountain Storage") and 50 acre feet of annual storage capacity in Buffehr's Reservoir (the "Buffehr's Storage"). F. Climax is also developing a new water storage facility at the Climax Property known as Eagle Park Reservoir, as more particularly described in the attached Exhibit E ("Eagle Park Reservoir"). C7 G. If Eagle Park Reservoir is developed as contemplated herein, Climax will convey the land underlying Eagle Park Reservoir and water rights and easements to water delivery facilities appurtenant thereto to a mutual ditch and reservoir ,., company formed pursuant to C.R.S. SS 7-42-101 to 118 (the "Fremont Pass Water Company" or the "Company") and will sell ` shares of the Company to persons and entities who will put such." water to beneficial use.. H. VA and Climax desire to facilitate development of Eagle Park Reservoir by (i) the purchase and sale of the AW Priority Water, the Chalk Mountain Storage and the Buffehr's Storage; (ii) the.grant to each of VA and Climax of options t exchange the AW Priority Water, the Chalk Mountain Storage a .?J the Buffehr's Storage for shares of the Company representing EPR Firm Annual Yield (as such term is defined herein) of 500 acre feet of water from Eagle Park Reservoir; (iii) the grant to VA of the 600 AF Option (as defined herein); and (iv) the grant to VA of the Enlargement Option (as defined herein), subject to the terms and conditions contained herein. AGREEMENT 0 3:44 Ox A W 1- nd an u PR OE7 a? v For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: ARTICLE 1 Purchase and Sale of the "AW Water Rights" 1.1 Purchase and Sale. Subject to the conditions contained herein, Climax hereby agrees to sell and convey, and VA hereby agrees to purchase the following water, storage and delivery rights (collectively the "AW Water Rights"): FUD:bo9 -2- •