2011-03-14_REVISION - M1977493 ‎(67)‎

• Permit No: M1977493
• IBM Index Class Name: REVISION
• Doc Date: 3/14/2011
• Doc Name: Exhibit List, Exs. 10 & 11
• From: Climax
• To: MLRB
• Type & Sequence: AM6
• Media Type: D
• Archive: No

CMC000773
503635 B-607 P-553 04128193 13:44 PG 23 OF 99
Pil
(b) The simultaneous terms of each of the EPR
Conversion Options shall be four years from the Closing of the
purchase and sale of the AW Water Rights.
3.2 The climax conversion Option. Climax may exercise
the Climax Conversion Option only at such time as VA and
Climax shall have agreed in writing that all of the following
contingencies (collectively, the 'Climax Contingencies') have
been satisfied, the costs and expenses of which shall be borne
solely by Climax:
(a) Climax shall have reclaimed Eagle Park
Reservoir, and caused it to be operational and capable of
storing and delivering annually a minimum of 1100 acre feet of
water to the Eagle River Delivery Point;
(b) Eagle Park Reservoir is capable of delivering
water that meets all applicable water quality, health, safety
and environmental standards at the points of delivery and is
of a quality sufficient for VA's use at its place or places of
use;

(c) Climax-or the Company shall have obtained any
and all valid federal, state and county permits necessary for
the operation of Eagle Park Reservoir as contemplated herein;
(d) Climax shall have transferred to the Company
sufficient water rights such that the firm annual yield of
Eagle Park Reservoir (the "EPR Firm Annual Yield") is at least
1100 acre feet. For purposes of this Agreement, the EPR Firm
Annual Yield shall mean the minimum volume of water that could
be delivered by Eagle Park Reservoir during October 1 through
December 31 of any single year within the.period of 1950
through 1992, as determined by a yield analysis which
considers the effects of (i) historical hydrology for the 1950
through 1992 period, (ii) existing decreed water rights within
the Colorado River basin, (iii) Eagle Park Reservoir
diversion, storage and delivery facility capacities,
(iv) evaporation and seepage losses, and (v) any operational
constraints placed upon Eagle Park Reservoir by entities other
than,Climax or VA.
divert and deliver water pursuant to the Company's water
rights to the Eagle River Delivery Point and to the Ten Mile
(e) Climax shall have conveyed to the Company a
non-exclusive perpetual easement on, in, over, across and
under the water diversion and delivery facilities on the
Climax Property, including Eagle Park Reservoir, that will
FKPD:b09
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