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

503635 B-607 P-553 04128193 13:714..o... ;G 27 OF 99

twelve-month period ending as of the date one year prior to
the date of calculation minus the average CPI for the
twelve-month period ending as of the date two years prior to
the date of calculation [i.e., Adjustment = (Average CPI One
Year Ago) - (Average CPI Two Y ears Ago)]. Such CPI adjustment
shall commence from the later of (i) exercise or expiration of
=`!
rya the EPR Conversion options; or (ii) four years from the date
3 of the Closing on the AW Water Rights.
(e) Election to Exercise and Closing. VA may elect
to exercise the 600 AF Option wholly or in any number of
increments thereof (not previously waived), by delivery of
written notice to-Climax of its election to so exercise.
Within 30 days of such notice, Climax shall cause Shares to be
issued VA representing the quantity of water VA has so elected
to purchase, and VA shall concurrently pay such amounts as
provided herein in.cash or certified funds to Climax. Such
Shares issued to VA shall be free and clear of all liens,
encumbrances, leases, contracts, assessments, charges or
interests.
(f) Independent Exercise. VA may exercise its
600 AF Option independent of the exercise of the EPR
Conversion Options by either Climax or VA. Climax shall not
' be in default hereunder if there is insufficient yield in
Eagle Park Reservoir to satisfy the 600 AF Option provided
that Climax has transferred to the Company all of its
interests in the application for water rights in Case
No. 92CW340. If VA exercises the 600 AF Option independently
of the exercise of the EPR Conversion Options, VA shall take
such interest subject to any Climax Contingencies that have
:. not been satisfied.
=! 3.6 Provisional Exercise of Climax Conversion Option.
Notwithstanding anything to the contrary herein (including the
fact that the term of the Climax Conversion Option may have
otherwise expired), Climax may exercise the Climax Conversion
option upon waiver by VA of its right to exercise any
increment of its 600 AF Option provided that:
(a) The EPR Firm Annual Yield of Eagle Park
Reservoir is less than 1100 acre feet but greater than 500
acre feet plus the number of acre feet necessary to fulfill
I the requirements.of any 600 AF option increments previously
exercised or not yet waived; and
(b) All other Climax Contingencies (other than the
requirement that the EPR Firm Annual Yield be At least 1100
acre feet) have been satisfied;
i
FUD:b09
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