2011-03-14_REVISION - M1977493 (41)

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CM0000884 6. Closinn. The closing on the Purchase and Sale of the Project Rights (the 1 "Closing") shall occur within 30 days after satisfaction of all of the Conditions Precedent, unless extended pursuant to the provisions of paragraph 5 above, or at such other time as is mutually agreed to by the parties. At the Closing, all of the following shall occur, all of which shall be deemed to have occurred simultaneously, each of which shall be a condition of the others: (a) The Reservoir Company shall pay Climax the sum of $8.65 million by wire transfer to an account designated in writing by Climax at least 72 hours prior to the Closing. (b) VA shall terminate its 600 Acre Feet Option, as such term is defined in the 1993 Agreement, in exchange for various rights to preferred stock in the Reservoir Company equating to 600 acre feet of firm annual yield of the Project. Climax and VA shall each terminate their respective EPR Conversion Options, as such term in defined in paragraph 3.1 of the 1993 Agreement. The terminations required by this subparagraph shall be accomplished by execution of a Termination Agreement in the form attached hereto as Exhibit D. (c) VA shall convey to the Reservoir Company 455 acre feet of the AW Priority Water and the associated AW Water Rights (collectively the "Retained AW Water") using the form of conveyance attached hereto as Exhibit E, in exchange for preferred stock in the Reservoir Company equating to 500 acre feet of the firm annual yield of the Project. (d) VA shall terminate its Storage Conversion Option as such term is defined in the 1993 Agreement, including all of VA's interests in Chalk Mountain Reservoir and Buffehr's Reservoir, and convey all of VA's interests in 45 acre feet of the AW Priority Water to Climax, all using the form of termination and conveyance attached hereto as Exhibit F. (e) Climax shall execute and deliver to the Reservoir Company the following: (i) A general warranty deed to the real property comprising the Eagle Park Reservoir (as described in the attached Exhibit A), including the dam and outlet, in the form attached hereto as Exhibit G; (ii) A special warranty deed for Climax's interests in the 92CW340 Decree, in the form attached- hereto as Exhibit H; (iii) An easement to the Reservoir Company in the form attached hereto as Exhibit I, allowing use of the Chalk Mountain Interceptor to collect and deliver to Eagle Park Reservoir all surface water flows tributary to such interceptor; provided, however, that the water within the natural subdrainage basins of Robinson and Chalk Mountain Reservoirs below such interceptor and above such reservoirs shall continue to be used by Climax; 02669. -5- 111111111111111111 11111 IIII 11111 IIIII 1111111111 666203 08/17/1998 03:10P 23 Sara Fisher 5 of 112 R 961.00 D 0.00 N 0.00 Eagle CO to w - am o, asp N m asp 00 En m... am vine m.. aa= z ooh mW_ w m= i