2011-03-14_REVISION - M1977493 (47)

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CM0001191 A EXHIBIT H (Attached to the Reservoir Purchase Agreement between the Clinton Ditch & Reservoir company and.Climax Molybdenum Company) ESCROW-AGREEMENT This Escrow Agreement, dated. this day of 1992, is among Clinton Ditch & Reservoir Company, a Colorado nonprofit ditch and reservoir company (the "Company"), Climax-Molybdenum Company ("Seller"); and Land Title Guarantee Company ("'Escrow Agent"). RECITALS .A. The Company and Seller are parties to a Reservoir Purchase Agreement dated as of July 21, 1992, pursuant to which the company has purchased, and Seller sold certain real property, decreed.water rights, and ,personal property (the "Property") comprising or used in connection with the operation of the Clinton Gulch Reservoir. has • B. The Company has paid $8,900,000 for the Property, In the form of $8,400,000 in cash, and $500,000 by execution and delivery of a nonrecourse promissory note of even date herewith and payable to the order of Seller (the "Note"). Repayment of the Note is secured by a Deed of Trust (the "Deed of Trust"') and Security Agreement Including Pledge of Securities (the "Security-Agreement") (collectively, the MSecurity Documents"), each of even date herewith, encumbering 1,220 shares of the Class A Series 1 common stock of the Company (the "Shares"). C. The Company and Seller wish to place the Security Documents, the Note and the Shares, together with certain other documents, in escrow with Escrow Agent to be held in accordance with the terms hereof. AGREEMENT For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Appointment of Escrow Agent: Depos-it of Documents. The Company and Seller hereby appoint Escrow Agent to act as escrow agent under this Agreement, and H-1