2011-03-14_REVISION - M1977493 (47)

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CM0001182 EXHIBIT E (Attached to the Reservoir Purchase Agreement between the-Clinton Ditch & Reservoir Company and Climax Molybdenum Company) NON-RECOURSE PROMISSORY NOTE $500,000 , Colorado 1992 FOR VALUE RECEIVED, the Clinton Ditch & Reservoir Company (the NCompany"), a Colorado nonprofit ditch and reservoir company, promises to pay to the order of Climax Molybdenum Company ("'Payee"')., a Delaware corporation, on-or before August 1996, the principal sum of $500,000, together with interest on the outstanding unpaid balance of such principal amount at a rate, adjusted annually, and calculated as follows: the annual percentage increase in the average Consumer Price Index, All Items (1982- 1984=100), U.S. City Average as published by the U.S. Department of Labor, Bureau of Labor Statistics ("'CPI") for the twelve-month period ending on the date one year prior to the date of calculation over the average CPI for the twelve-month period ending on the date two years prior to the date of calculation. The interest rate shall be adjusted annually on the anniversary date of this Note. The interest rate for the first year of this Note shall be 5.60%. There shall be no negative amortization on the Note and all interest accrued shall be simple interest. All payments of principal and interest hereof shall be made at Payeel.s offices at 101 Merritt 7 Corporate Park, P.O. Box 5113, Norwalk, Connecticut 06856-5113, Attention: Vice President-Finance, or at such other place as Payee shall have designated to the Company in writing. All payments received hereunder shall be-applied first to accrued interest as of the date of payment and then to the outstanding principal balance of this Note. E-1